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HomeMy WebLinkAboutNCG200350_COMPLETE FILE - HISTORICAL_20160517STORMWATER DIVISION CODING SHEET NCG PERMITS PERMIT NO. IV U( DOC TYPE HISTORICAL FILE ❑ MONITORING REPORTS DOC DATE ❑ i YYYYMMDD STORMWATER DIVISION CODING SHEET RESCISSIONS PERMIT NO. DOC TYPE 11 COMPLETE FILE - HISTORICAL DATE OF RESCISSION ❑ YYYYMMDD Energy, Mineral and Land Resources ENVIRONMENTAL QUALITY Mr. Nathan E. Pipkm Foss Recycling, Inc. 7037 Highway 70 West LaGrange, NC 27928 Dear Mr. Pipkim: PAT MCCRORY Governor DONALD R. VAN DER VAART S[cn9mP TRACY DAVIS Direclor May 17, 2016 RECEIVED MAY 19 2016 CENTRAL FILES DWR SECTION Subject: NPDES Stormwater Permit NCG200350 Foss Recycling, Inc. Formerly Bruces Iron & Metal Gaston County Division personnel received your request to revise your stormwater permit Certificate of Coverage to accurately reflect your new company and/or facility name. Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the General Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under the requirements of North Carolina General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency. If you have any questions or need further information, please contact the Stormwater Permitting Program at (919) 707-9220. Sincerely, for Tracy E. Davis, P.E., CPM, Director Division of Energy, Mineral and Land Resources cc: Mooresville Regional Office Stormwater Permitting Program Files Central Files State of North Carolina I Emironmental Quality I Energy, Mineral and Land Resources 1612 Mail Service Center 1 512 North Salisbury Street I Raleigh, North Carolina 27699-1612 919 707 9220 T STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES GENERAL PERMIT NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200350 STORMWATER DISCHARGES NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, Foss Recycling, Inc. is hereby authorized to discharge stormwater from a facility located at: Foss Recycling, Inc. 4604 South York Road Gastonia Gaston County to receiving waters designated as an unnamed tributary to Crowders Creek, a class C stream, in the Catawba River Basin, in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III, and IV of General Permit No. NCG200000 as attached. This certificate of coverage shall become effective May 17, 2016. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day May 17, 2016. for Tracy E. Davis, P.E., Director Division of Energy, Mineral, and Land Resources By the Authority of the Environmental Management Commission FROM Mary Gilmore FAX NO. :704924995e Dec.22 2015 11:24AM P2 n� Division of Energy, Mineral & Land Resources F«t Y Y �j Land Quality Sedton/Storenwater Permitting p ®Ly�� National Pollutant Discharge Elimination Systetn ^��+ G\ PERMIT NAMEIOWNERSHIP CHANGE FORM 1. Please enter the permit number for which the change is requested. NPDES Permit (or) Certificate Of Covers / N C 8 0 N C l3 2 0 0 3 5101 I✓ II. Permit stairs 8ljpY m requested change. a. Permit issued to (company rate): Brucce iron & Metal b . Person legally responsible far perrnit: i � , a, 'Ww F re Mr Last �9GtCatal YNataerlM Tuts PmerIt Holder Mailing Add,= G•,srr.,,,: ,ill; 2fs"t City State yip ( 70r) &'V -3471 (Awl VS-V 0s117 Phone Fax c. Facility name (discharge): Bnices iron & Metal d. Facility address: 4604 South York Road Address Gastonia NC 28052 CiZip e. Facil;ty contact personbA : w1 1<. 6e1+w. r sn.rl dpev_s. -- First / MI / Last ill. Please provide the following for the requested change (revised permit). . a. Request for change is a result of ® Change in ownership of the facility ❑ Name change of the fnra7ity, or owner ({ocher pleats arpfaln: b. Permit issued to (company name): Foes Free ,bin Inc. c. Person legally responsible for permit: q �(x E M : n d. Facility name (discharge): e. Facility address: f. Facility contact person: LOO retie 7037 Highway 70 west Perota Holder Mailing Addew Lagrange NC 27929 City State (866) 534 5865 Zip Fhone &mail Adders __ Foss IlLa o ins, Inc. 4604 South York Read Address Gastonia NC 28052 [7, Per" can aESffere" from the person legally respomible for the permit) arwd.i.,n,sna C[L T. OR a 2015 FROM :Mary Gilmore FAX NO. :7048249958 Dec.22 2015 11:24AM P3 NPDES PERMIT NAME/OWNERSHIP CHANGE FORM Page 2 of 2 Permit contact: Pint ptl Last Melling Address Lay State zip - ( ) Phone I= -mail Address V. Will the permitted facility continue to conduct the same industrial activities eonduated prior to this ownership or name change? ® Yes ❑ No (please explain) VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE INCOMPLETE OR MISSING: ❑ This completed application is required for both name change and/or ownership change requests. ❑ Legal documentation of the tt risfor of ownership (such as relevant pages of a contract deed, or a bill of sale) is required for an ownership change request. Articles of incorporation are not sufficient for an ownership change. ...................................................................................................................... The certifications below must be completed and signed by eth the permit holder prior to the change, and the new applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification is sufficient ✓ PE C R ATION (Permit holder prior to ownership change): attest that this application for a tatme/ownetship change has been reviewed and is undo and complete to the beat of my knowledge, I undo, nd that if all required Pam of this application are not completed and that if all required support g information is not included, this applieati ckage will be re ed as incomplete. Sign Date APPLICANT CERTI CATION � e(1k: — attest that this been reviewed and is accurate and c my knowle fora understand dotan d that change has ompletc to the best of my knowledge. 1 understand that if all required Pam of this application are not completed and that if all required supporting information is not included, this application p4ckage will be returned as incomplete. 2(.Ir 5- Date ..................................... PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO: Division of Energy, Mineral and Land Resources Stormwater Permitting Program 1612 Mail Service Center Raleigh, North Carolina 27699-1612 Reread ion. Alexander; Laura From: MICHAEL PARKS < M PARKS@ FOSSRECYCLING.COM > Sent: Friday, May 13, 2016 11:23 AM To: Alexander, Laura Cc: NATHAN PIPKIN Subject: RE: NCG200350 - Gastonia Facility Attachments: Bruce signed closing docs.pdf Follow Up Flag: Follow up Flag Status: Flagged Ms. Alexander, See attached closing documents from the purchase. Please let us know if you need anything else. Thanks, Michael Parks Accounting/HR Manager Foss Recycling, Inc. 7037 Hwy 70 West La Grange, NC 28551 866-534-5865 x 5226 252-566-0185fax From: PHILIP PENNINGTON Sent: Friday, May 13, 2016 11:17 AM To: MICHAEL PARKS <MPARKS@FOSSRECYCLING.COM> Cc: NATHAN PIPKIN <NPIPKIN@FOSSRECYCLING.COM> Subject: FW: NCG200350 - Gastonia Facility From: Alexander, Laura [mailto:laura.alexander a(lncdenr.eov] Sent: Friday, May 13, 2016 11:15 AM To: PHILIP PENNINGTON<PPENNINGTON(a)FOSSRECYCLING.COM> Subject: RE: NCG200350 - Gastonia Facility Good Morning, Just following up on this email I sent back in February. I still don't show that we've received the requested information I mentioned below. Please advise. Thanks for your help, 1 Laura Alexander From: Alexander, Laura Sent: Thursday, February 25, 2016 11:30 AM To: 'ppennington@fossrecycling.com'<ppennineton(@fossrecycline.com> Subject: NCG200350 - Gastonia Facility Good Morning, Back in December, we received a company ownership change form for permit NCG200350. Your name was listed as the facility contact. Before I can make ownership changes in our system',_I will need some sort of legal docunientatioh that shows the ownership "change: Relevant page (s) of a contract deed or bill of sale. Once our office receives that documentation then I can make the changes in our system. Also, I noticed that the 2015,invoice is:past due. Please see attached invoice. The invoice shows old owner name. Thank you for your assistance, Laura Alexander Administrative Assistant Stormwater Permitting Program North Carolina Division of Energy, Mineral and Land Resources North Carolina Department of Environmental Quality 919 807 6368 Office 919 807 6494 Fax laura.alexander(a)ncdenr.gov 512 North Salisbury Street 1612 Mail Service Center Raleigh, North Carolina 27699 c, Nothing Compares,,..` E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and may be disclosed to third parties. GRAY, LAYTON, KERSH, SOLOMON, FURR & SMITH, P.A. ATTORNEYS AT LAW 516 SOUTH NEW HOPE ROAD P.O. BOX 2636 GASTONLA, NORTH CAROLINA 28053-2636 704-865-4400 DAVID A. LAYTON++ JOHN D. KERSH, JR+/6"* T.J. SOLOMON E' DAVID M. FURR"I- DAVm W. SMITH. M— WILLIAM E. MOORE, JR.++ JOHN H. GR1FFWG'/"" EMILYR LEAZERI TED F. MrTCHELL•/+r CHRISTOPHERM. WHELCHEL• MICHAEL L. CARPENTER MARCUS R. CARPENTER WRRPIIS FTIAB.'.d WRITER'S DIRECT DIN.'. 70o-790400a June 30, 2015 Foss Industries, Inc. ("Buyer") Bruce's Iron & Metal, Inc. ("Seller") CHARLES D. GRAY, IN (OF COUNSEL) FACSIN= 7D4866-80I0 FACSWLE 704-854-8313 •ALSO WCEN=WSOUIHCAROI.INA "ALSOLICENSED INFLORMA ^'ALSO LICENSED INNBW YOM . BOARD CERTIFIED SPECIALIST INESTATE PLANNING AND PROBATE +MASTER OP LAWS IN TAXATION .N.G STATE CERTOTFD MEDIATOR Re: Waiver'of Conflict of Interest Purchase and Sale, 4541 York Highway, Gastonia, NC ("Transaction") Dear Sirs: We have represented and continue to represent Seller with respect to the above matter. We have been asked by both clients to simultaneously represent both clients with respect to certain aspects of the "Transaction". The purpose of this letter is to discuss with each of you the actual and potential consequences of such simultaneous representation, and to explain the circumstances under which we would be willing to represent both parties simultaneously if, after full consideration of the consequences, both clients wish us to do so. Simultaneous representation of parties with adverse interests by attorneys in the same law firm involves a number of departures from professional norms, and should not be undertaken by any such party without careful consideration. In particular, we want you to be aware of the following. 1. Under applicable niles of professional conduct, a law firm owes each of its clients a duty of loyalty, which would normally preclude any attorney within the firm from undertaking a representation adverse to any client of the firm without the affected client's informed consent. Other rules generally prohibit a firm from undertaking any representation involving an actual or potential conflict of interest without the informed consent of all affected parties. Such a situation exists whenever a firm represents two clients simultaneously in a situation in which their interests are actually or potentially adverse. 2. The conflict of interest, and the need for informed consent, exist no matter how cordial the business relationship between the two parties currently is or is anticipated to be, and no matter how non- controversial the Transaction is anticipated to be. ;. The conflict of interest, and the need for informed consent, exist even where different "client teams" within the firm act on behalf of each client and an "ethical screen" is erected between the client teams that prohibits the sharing of either client's confidences with the members of the other client's team. 4. We do not recommend simultaneous representation of adverse parties, and have not recommended this simultaneous representation to you. We have recommended, instead, that each party seek separate representation. We also recommend that each of you seek the advice of independent counsel of your own choice regarding this written consent. If, however, it is the wish of both clients that we undertake the simultaneous representation of both parties with respect to the Transaction, we will undertake to do so under the terms described herein. 5. It may not be possible for a single law firm to represent both parties to the Transaction in the same aggressive manner as would two separate and independent law firms. By giving the consent requested in this letter, you are, in effect, waiving that kind of zealous representation of your individual and conflicting interests with respect to the Transaction. It is possible that each or both of you might be advised by independent counsel to demand or offer different or more favorable terms and conditions with respect to the Transaction than we can or will demand or offer. 6. Moreover, regardless of the terms upon which the matters between the two clients are concluded, the fact that one law firm has been involved in the representation of both parties may give rise to a perception on the part of shareholders, investors or other third parties that different terms might have been arrived at had each of you had separate representation by an independent law firm. 7. If a dispute should arise in the future between the two of you concerning the Transaction or any other aspect of your dealings with each other, we believe we would have to withdraw, or would be disqualified, from representing either of you with regard to that dispute or any other relationship you might then have with each other. You would then each have to retain separate counsel, resulting in additional expense and inconvenience that you might not have incurred had you been separately represented from the outset. S. In connection with the Transaction, our representation of Buyer is limited to examining title to the subject property, acquiring title insurance, preparing closing statement, and conducting the closing of the real estate aspects of the Transaction for the Buyer. We have not been involved in negotiating the Transaction or any other aspects of Buyer's representation in connection with same. We will be pleased to answer any questions you may have concerning this representation or this requested consent. If you do wish to consent, please sign below to indicate your consent. ery truly yo drs, David W. Smith, III For the Firm ACKNOWLEDGEMENT AND CONSENT Despite any potential or actual conflict of interest which may exist now or in the future, we hereby consent to the firm's simultaneous representation of both Seller and Buyer with respect to the transaction as described above. We further agree that the firm may withdraw its representation of either client or both clients without prejudice should it determine that continued representation might violate applicable rules of professional conduct Foss Industries, Inc. (`Buyei'D By: . x Bruce's Iron & Metal, Inc. ("Seller") By: e OMBNO_?5n9A9R4 /D A U.S. DEPARTMENT OF HOUSING B URBAN DEVELOPMENT ' SETTLEMENT STATEMENT B. TYPE OF LOAN: 1.❑FHA 2.E]FMRA 3.❑CONV. UNINS. 4.E]VA S.QCONV. INS. 6. FILE NUMBER: BRUCE.IROJ.METALAS 7. LOAN NUMBER: 8. MORTGAGE INS CASE NUMBER: C. NOTE: This form is furnished to gW you a statement olactua)attlament Coss Art ntspaidtoandbythasatfkmentegemerashown. items marked'(POC)" were pale outside the cbsog' theyare shown here for NPormatbnelpulpoas and ere nmllolyded 67 the totals 0. NAMEAND ADDRESS OF BUYER: Foss EnivIxise5, Inc 7037 Hwy 70 West La Grange, NC 28551 E. NAME AND ADDRESS OF SELLER: Bruces Iron 8 Metal, Inc 4604 S York Road Gastonia, NC 28052 F. NAMEAND ADDRESS OF LENDER: G. PROPERTY LOCATION: 4541 York Highway Gasonb, NC 28052 Gaston County, North Cereana H. SETTLEMENTAGENT: 56-1744631 GRAY LAYTON, KERSH, SOLOMON, FURR 8 SMITH I. SETTLEMENT DATE: June 30, 2015 PLACE OF SETTLEMENT 516 S. New Hope Road Gastcola, NO 28054 J. SUMMARY OF BUYER'STRANSACTION K SUMMARY OF, SELLER'STRANSACTION 100. GROSS AMOUNT DUE FROM BUYER: 400. GROSS AMOUNT DUE TO SELLER: 101, ConUact Seles Prim 5000OO.OD 401, DOnlmct Sales Prim 500,000.00 102. Personal Property 4112. Personal Property 1 D3. Settlement Charges 0 Buyer Line 1400 3496.00 403. 104. 404, 1 Ds. 405. Ad sanents For Items Patuf By Seger In advenm Ac7ustlrents, For Items Pak By Selkrh aN2nm 106. CI own Taxes 0 408. C !Town Taxas to 107. County to 407. Countyro 108, Aaseasmenb m 408. Assessments b 108. 409. 110, 410. 111. 411. 112. 412. 120. GROSS AMOUNTOUE FROM BUYER 503.496.00 420, GROSS AMOUNT DUE TO SELLER 500,000.00 200. AM OUN S PAD BY OR IN BEHALF OF B UYER, 500. REDUCTIONS IN AMOUNT DUE TO SELLER: 201. Deposit or earnest money 50000.00 501. Es[mse De ail See Instructions 20Z Prinb slAmount of New Loa s 502. Settlement Charges to Setter Une 1400 53350.00 203, EM.g kxn(s) taken subject to 503. E4s8n loans taken subject w 204. 504. Payo6 of firs Mortgage 205. 505. o second Mortgage 206. 506. Deposit retained by broker 50000.00 20T, 607. 208, 508. 209. 509. n id8 Soler Ad'sments For Items Unpaid 2 Adtmen 'sts For Items Un Setter 210, Cityrrown Taxes b 510. CityfrownTuw to 211. County 01/01115 a 07/01/15 552.24 511. County 01/01/15 to 07/01/15 55224 212. Assessments w 512. Assessnents to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. TOTAL PAID BY/FOR BUYER I 50,652.24 520. TOTAL REDUCTION AMOUNT DUE SELLER 103,902.24 300. CASH AT SETTLEMENT FROM/TO BUYER: 600. CASH AT SETTLEMENT TQ'FROM SELLER: 301. Gross Amount Due From Buyer (Une 120 I a96.00 601. Gass Amount Due To Setter Line 420 500 D00.Do 302. Lem Amount Paid B For Buyer(Une 720) ( 50,55214 602. Less Reductions Due Setter Line 520) 103,90 4 303. CASH ( X FROM) ( TO) BUYER 45ZW.76 603. CASH (X TO) ( FROM) SELLER 396.097.76 NUPE (,1@1 ee9N Hfe=2 L. SETTLEMENT CHARGES 700, TOTAL COMMISSION Baaed on Price b 1,275,000.00 8.0000 % 102.000.00 wuo rnou wrens LeOPSAT al:rrtzsvlr wm moe SDzms rurmsrr seTrtnorr Msbno Corrvnt�m fine 700 as wr 701. 102.000.00 to CokhveN Banker Commerda Me® Less eposit Retained 50,000.00 702. $ to 703. Commlosion Pa at Settemert 52, 0.00 704. to 800. ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Origination Fee % to 802. Loan DLveunt % b 803. Appealsal Fee to 804. Credtl Report to 805. Lenders lnspecWn Fee to 806. Mortgage Ins. App. Fee to 907. Assumption Fee to 806. 0. 810. ell. 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 001. Intare From 10 $ /day days% 002. Mortgage Inwrance Premium for coon s to 903. Hazard Inwronre Premium for 1.0 yeare to OKD05. 1000, RESERVES DEPOSITED WITH LENDER 1001. Hazard Insurance b por 1002. Marta e Inwmnco $ per 1003. C4ffown Taxes a b per 1004. Coun $ par 1005. Assessments S per 1005. To $ Par 1007. a s Pe 1008. $ Par 1100. TITLE CHARGES 1101. Settlement or Fee to GRAY, LAYTON. KERSH, SOLOMON FURR 8 SMITH 2.500.00 1102, Document & Courier Fee to GRAY LAYTON, KERSH SOLOMCN. FURR 8 SMITH 30.00 1103. Title Update to Cynthb W. Jenkins 60.00 1104. Title Insurance Stroller to 1105. Document Pre radon to GRAY, LAYTON KERSH SOLOMON. FURR 6 SMITH 350.00 1106. Notary Fees to 1107. Atbrna eFees b lnxiudns aoore dam num err 1108. We Inwranm to Morehead Title Ineu,,moo 86040 hoes alww Rem numborr 1109. Landers Coverage $ 1110. Onnere Cowry e S 1.275,000.00 1111. 1112. 1113. 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recording Fees: Dead $ 26.00; Mortgage S Releases $ 26.00 72-02crty/countyTaxisiamps. Deed Mortgage it 1203. State TaVStam r Revenue Sty 1 000.00; Morig.p. 1,000.00 1204. 1205. 1300, ADDITIONAL SETTLEMENT CHARGES lWl. Surwyo 1302. Peat hpec5on b 1303. 1304. 1305. 1400, TOTAL SETTLEMENT CHARGES Enter on Lincs 103, Section J and 502 Section K 3.496.00 53,3%00 er�1 NNV•aWf ee J,.l .Mrde . GRAY, LAYTON, KERSH, SOLOMON. FURR 8 SMITH SettlemmlAgent 121 L ACKNOWLEDGMENT OF RECEIPT OF SETTLEMENT STATEMENT Buyer: Foss Enterprises, Inc. Seller: Bruce's Iron & Metal, Inc. Settlement Agent: GRAY, LAYTON. KERSH, SOLOMON, FURR & SMITH (704)865-4400 Place of Settlement: 516 S. New Hope Road Gastonia, NC 28054 Settlement Date: June 30, 2015 Property Location: 4541 York Highway Gastonia, NC 28052 Gaston County, North Carolina I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, It is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. Foss [erprises, Inc. Bruca's I n & fat, Inc BY: i �_ BY: d The Buyer and Seller this date have checked, reviewed and approved the figures appearing on the Disclosure/Settlement Statement (Statement of Actual Costs), consisting of two (2) pages. Buyer acknowledges receipt of the payment of the loan proceeds in full, and Seller acknowledges payment in full of the proceeds due Seller from the settlement. The Buyer and Seller understand that the tax prorations shown on the Settlement Statement are based on information provided by the County Tax Office. If current year tax bills are unavailable at the time of closing, taxes are prorated using an estimate of tax value determined by the tax bill from the prior year or, if no such bill is available, the purchase price for the property. 2015 Is a property tax revaluation year in Gaston County so the estimate could vary significantly from the actual taxes due on the property. The Buyer and Seller agree to adjust the tax prorations shown on the Settlement Statement when the actual ad valorem tax bill is rendered. Seller agrees to forward the next tax bill to Buyer immediately upon receipt of the bill from the tax office. Buyer understands that the next tax bill (even though in the name of the Seller) is the responsibility of the Buyer. Seller understands that the payoff figure(s) (if any) shown on the first page of the Settlement Statement are figures supplied to the Settlement Agent by the Seller's lender(s) and is /are subject to confirmation upon tender of payment. If the payoff figure(s) are inaccurate, Seller agrees to immediately pay any shortage(s) that may exist. As part of the consideration of this sale, the contract between the parties is by reference incorporated herein and made a part hereof, the terms and conditions contained therein shall survive the closing and shall not merge upon the delivery of the warranty deed. I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. NU6tnffiI Ak3M MBc1E] GRAY, LAYTON, KERSH, SOLOMON, F'QRR & SMITH, P.A. ATTORNEYS AT LAW 516 SOUTH NEW HOPE ROAD P.O. BOX 2636 GASTONIA, NORTH CAROLINA 28053-2636 704-865-4400 JOHN D. KERSH, JR.+/"•' T.J. SOLOMON II• DAVm M. FURR"/+ DAVID W. SMITH, al++ WILLIAM E. MOORE, IR. JOHN R GRIFFINV/' •" EMILY H. LEANER+ TED F. M ITCHELL'H+ CHRISTOPHERR M. WHELCHEL' M1ICHAE. L. CARPENTER MARCUS R. CARPENTER WRRER's EMAIL: dsmith�ganonleepi,mn MEMORANDUM To: Foss Enterprises, Inc. From: David W. Smith, 111, Attorney Dated: June 30, 2015 Re: Tax Parcel 145122 (Brute's Iron & Metal, Inc.) CHARLES D. GRAY, III (OF COUNSEL) DAVID A. LAYTON (OF COUNSEL) FACSIMILE 704-866-8010 FACSIMILE 704-854-83I3 'ALSO LICENSED IN SOL7H CAROLINA '•ALSO LICENSED IN FIZMA ."—BOARD CERTIFIED SPECGLIST IN ESTATE PLAY Me AND PROBATE -MASTER OF LAWS W TAXATION ++N.0 STATE CERTIFIED MEDJATOR We have investigated the status of the property tax valuation for the above captioned property. For 2014, the taxable market value of the property was $581,051.00, but the property was taxed on a valuation of $115,403.00 under North Carolina General Statute 105-275 (8) which provides an exemption for property used for air cleaning or waste disposal or to abate, reduce, or prevent the pollution of air or water. According to David Turbyfill at the Gaston County Tax Office, the tax value for 2015 is about the same so we have used that value ($115,403.00) to prorate the 2015 taxes. Mr. Turbyfill advises that there is no deferral or roll back taxes on the subject property. He also advises that to preserve the exemption, the new owner should apply for the continuation of the exemption by filing a form with the Gaston County Tax Office and with the North Carolina Department of Natural Resources within thirty days of closing. The new purchaser should act accordingly. We are taking no action with regard to the continuation of the tax valuation exemption. Please sign below to acknowledge receipt of this memo. Foss Enterprises, Inc. Dated: V l 0 17 By: �1 �� SETTLEMENT STATEMENT/DISBURSEMENTS SELLER: BRUCE'S IRON AND METAL, INC. BUYER: FOSS ENTERPRISES, INC. ASSETS: Certain assets related to Sellers' operation of business, including goodwill CLOSING DATE: June 30, 2015 RECEIPTS: Wired Funds (Buyers) Deposit with Broker TOTAL RECEIPTS: DISBURSEMENTS: 1. Net Proceeds to Seller per HUD for land and building (see attached) 2. Additional funds to Seller for Exhibit B assets other than land and building 3. Disbursements to third parties TOTAL DISBURSEMENT TO SELLER: $1,227,943.76 $ 50,000.00 $396,097.76 $775,000.00 $106,846.00 $1,277,943.76 $1,171,097.76 TOTAL DISBURSEMENTS: $1,277,943.76 SIGNATURE PAGE70 SETTLEMENT STATEMENT The undersigned hereby certify that they have carefully reviewed the Settlement Statement and to the best of their knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on their account or by them in this transaction. SELLER: BRUCE'S IRON AND METAL, INC. By: AdIzIl 91 Name: D vid Wofford 49 Title: President FOSS ENTERPRISES, INC. By: " G 1 ql, Name: A4M.c C, Fss j Title: President BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that BRUCE'S IRON AND METAL, INC., ("Seller"), for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration received to its full satisfaction of FOSS ENTERPRISES, INC. ("Buyer"), hereby bargains, sells, assigns, transfers and conveys to the Buyer pursuant to Exhibit B of the Agreement for Purchase and Sale of Real Property dated June 12, 2015, as amended June 24, 2015, ("Purchase Agreement") all of its right, title and interest in and to those Assets set forth on Exhibit B of the Purchase Agreement other than the real property which was conveyed by deed. TO HAVE AND TO HOLD the same unto it, the Buyer, its successors and assigns, forever to its use. The Seller, for itself, its successors and assigns, covenants and agrees with the Buyer, its successors and assigns, that it is the lawful owner of the assets hereby transferred; that all the assets are free from all liens, charges, assessments, taxes, mortgages, pledges, condition sale agreements, security agreements and encumbrances of any kind whatsoever, except as specifically set forth in the Purchase Agreement; that it has the right to sell and assign to the Buyer, its successors and assigns against all persons or entities whatsoever. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this instrument on their behalf, this the.30ft- day of June, 2015. SELLER: BRUCE'S IRON & METAL, INC. BY //V PI&4kjT- David woffo President BUYER: FOSS ENTERPRISES, INC. By lh C, i ?d rr, U C , ti: s j r . Pre ident June 30, 201S Bill of Sale.Br ce's Iron & Metal.Foss Enterprisca IF Energy, Mineral and Land Resources ENVIRONMENTAL QUALITY May 17, 2016 Mr. Nathan E. Pipkm Foss Recycling, Inc. 7037 Highway 70 West LaGrange, NC 27928 PAT MCCRORY (6memur DONALD R. VAN DER VAART Sec, wri TRACY DAVIS Uireelar Subject: NPDES Stormwater Permit NCG200350 Foss Recycling, Inc. Formerly Bruces Iron & Metal Gaston County Dear Mr. Pipkim: Division personnel received your request to revise your stormwater permit Certificate of Coverage to accurately reflect your new company and/or facility name. Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the General Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under the requirements of North Carolina General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency. If you have any questions or need further information, please contact the Stormwater Permitting Program at (919) 707-9220. Sincerely, ORIGINAL SIGNED W KEN PICKLE for Tracy E. Davis, P.E., CPM, Director Division of Energy, Mineral and Land Resources cc: Mooresville Regional Office Stormwater Permitting Program Files Central Files State of North Carolina I Enwonmental Quality I Energy, Mineral and Land Resources 1612 Mail Service Center 1 512 North Salisbury Street I Raleigh, North Carolina 27699-1612 919 707 9220 T STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES GENERAL PERMIT NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200350 STORMWATER DISCHARGES NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, Foss Recycling, Inc. is hereby authorized to discharge stormwater from a facility located at: Foss Recycling, Inc. 4604 South York Road Gastonia Gaston County to receiving waters designated as an unnamed tributary to Crowders Creek, a class C stream, in the Catawba River Basin, in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III, and IV of General Permit No. NCG200000 as attached. This certificate of coverage shall become effective May 17, 2016. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day May 17, 2016. ORIGINSIGNED M for Tracy E. Davis, P.E., Director Division of Energy, Mineral, and Land Resources By the Authority of the Environmental Management Commission FROM :Mary Gilmore FAX NO. :7048249958 Dec.22 2015 11:24AM P2 . �� Division of Energy, Mineral & Land Resources+ y say _ Laad Quality Mineral Permitting yp, WD04R National Pollutant Discharge Elimination System PERMIT NAME/OWNERSHIP CHANGE FORM 1. Please enter the permit number for which the change is requested. NPDES Permit (or) Certificate of Covers INICIS101 I I I 1 1 N C G 2 0 0 3 5 0 ✓ II. Permit status gjjpt to requested change, a. Permit issued to (company name): Brutes Iron & Metal b. Person legally responsible for permit: i k. "-dp4" First Ml last C-7G1eda1 Wstalmr-4 Trtb //Loy .t WWA-.[.1 Permit Holder Mailing Addrma GhLTosri M= �s L city State Zip ( 70+) AV-347I (70Y) ist osy7 Phone Fax c. Facility name (discharge): $Nees Iron & Metal d. Facility address: 4604 South York Road Address Gastonia NC 28052 Facility Ci Starn Dw.J Gt Irw• zip e. contact person: I`. (lay) -T1 70 First / Mi / lAst Phone III. Please provide the following for the requested change (revised permit). a. Request for change is a result of ® Change in ownership of the facility ❑ Name change of the facility or owner if other please explain: b. Permit issued to (company name): Foss Recycling, Inc. c. Person legally responsible for permit: R k Pint MI LAM Q TWO 7037 Highway 70 West Porafu Holder Mailing Address Lagrange NC 27928 City State ..., zip (866)534 5865 Phone H-mail Addns d. Facility name (discharge): Foss Recycling, Inc. e. Facility address: 4604 South York Road Address Gastonia NC 28052 t� r� State zip f. Facility contact person: (419� 1 Fly NMI f O ft}.t1� (Tone E 'I AtWrraa Y !V_ Permit epa�4et Rewind .an.n,tou f/_ Ot�d9pd 'r fferart from the person legally responsible for the permit) �GLIC� v W, 5. 4 205 FROM :Mary Gilmore FAX NO. :7048249958 Dzc.22 2015 11:24AM P3 NPDES PERMIT NAMEIOWNERSHIP CHANGE FORM Page 2 of 2 Permit contact: Title Mailing Address City State Zip Phone &mail Address V. Will the permitted facility continue to conduct the same industrial activities conducted prior to this ownership or name change? ® Yes ❑ No (please explain) VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE INCOMPLETE OR MISSING: ❑ This completed application is required for both name change and/or ownership change requests. ❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill of sale) is reaulred for an ownership change request Articles of incorporation are not sufficient for an ownership change. ...................................................................................................................... The certifications below must be completed and signed by both the permit holder prier to the change, and the new applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification is sufficient. ✓ PE I` C R WATION (Permit holder prior to ownership change): L, �js t , attest that this application for a name/ownership change has beer reviewed and is ecurate and complete to the best of my knowledge. L understand that if all required parts of this application are not completed and that if all mquired supporting information is not included, this applicatio ckage will be re ed as incomplete. Sign Date AP'PtL—ICANT CERTI�j�,CATION 1, tv� Lf.. I-- F•�Jk ^— attest that this application fora name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information is not included, this application pkckage will be returned as incomplete. Ravgsd Jan. Signature l�. 1i• f Date PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO: Division of Energy, Mineral and Land Resources Stormwater Permitting Program 1612 Mail Service Center Raleigh, North Carolina 27699-1612 Alexander, Laura From: MICHAEL PARKS <MPARKS@FOSSRECYCLING.COM> Sent: Friday, May 13, 2016 11:23 AM To: Alexander, Laura Cc: NATHAN PIPKIN Subject: RE: NCG200350 - Gastonia Facility Attachments: Bruce signed closing docs.pdf Follow Up Flag: Follow up Flag Status: Flagged Ms. Alexander, See attached closing documents from the purchase. Please let us know if you need anything else. Thanks, Michael Parks Accounting/HR Manager Foss Recycling, Inc. 7037 Hwy 70 West La Grange, NC 28551 866-534-5865 x 5226 252-566-0185 fax From: PHILIP PENNINGTON Sent: Friday, May 13, 2016 11:17 AM To: MICHAEL PARKS <MPARKS@FOSSRECYCLING.COM> Cc: NATHAN PIPKIN <NPIPKIN@FOSSRECYCLING.COM> Subject: FW: NCG200350 - Gastonia Facility From: Alexander, Laura [mailto:laura.alexander@ncdenr.gov] Sent: Friday, May 13, 2016 11:15 AM To: PHILIP PENNINGTON <PPENNINGTON@FOSSRECYCLING.COM> Subject: RE: NCG200350-Gastonia Facility Good Morning, Just following up on this email I sent back in February. I still don't show that we've received the requested information I mentioned below. Please advise. Thanks for your help, Laura Alexander From: Alexander, Laura Sent: Thursday, February 25, 2016 11:30 AM To:'ppennington@fossrecycling.com' <ppennington@fossrecycling.com> Subject: NCG2003SO-Gastonia Facility Good Morning, Back in December, we received a company ownership change form for permit NCG200350. Your name was listed as the facility contact. Before I can make ownership changes in our system; I will need some sort of legal documentation that shows the ownership_ change., Relevant page (s) of a contract deed or bill of sale. Once our office receives that documentation then I can make the changes in our system. Also, I noticed that the 2015 invoice is past due. Please see attached invoice. The invoice shows old owner name. Thank you for your assistance, Laura Alexander Administrative Assistant Stormwater Permitting Program North Carolina Division of Energy, Mineral and Land Resources North Carolina Department of Environmental Quality 919 807 6368 Office 919 807 6494 Fax laura.alexanderna ncdenr.gov 512 North Salisbury Street 1612 Mail Service Center Raleigh, North Carolina 27699 AZI.- Nothing Compares� E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and may be disclosed to third parties. GRAY, LAYTON, KERSH, SOLOMON, FURR & SMITH, P.A. ATTORNEYS AT LAW 516 SOUTH NEW HOPE ROAD P.O. BOX 2636 GASTONIA, NORTH CAROMNA 28053-2636 704-865-4400 DAVID A. LAYTOV++ JOHN D. KERSH. JR+/"" T.1. SOLOMON D' DAVID M. FJRR"/+ DAVID W. SMPCH, 131 + WILLIAMl E. MOORE, JR.++ JOHN H. GRHFWG'I'*** EMILY H. LEAZER+ TED F. MTCHELL'/++ CHRISTOPHa M. WHELCHEL' MICHAEL L. CARPENTER MARCUS R. CARPENTER WRITER'S EMAIL. d_Ih2=XMk"— wR15PA'S DIRECT DIAL. 70a790 50X June 30, 2015 Foss Industries, Inc. ("Buyer") Bruce's Iron & Metal, Inc. ("Seller") CIIARLES D. GRAY, In (OF COUNSEL) FACSIMILE 7D4.866-8010 FACSIMILE 704454-8313 -ALSO LICENSED IN 50=CAROLINA "ALSO LICENSED IN FLORIDA ^•ALSO LICENSLD IN NLZv YORK ••"BOARD CERTIF® SPECIALIST WESTATE PLANNING AND PROBATE +MASTER OF LAWS TAXATION +�N.C. STATE CERTDTrD FiCDIATOR Re: Waiver'of Conflict of Interest Purchase and Sale, 4541 York Highway, Gastonia, NC ("Transaction") Dear Sirs: We have represented and continue to represent Seller with respect to the above matter. We have been asked by both clients to simultaneously represent both clients with respect to certain aspects of the "Transaction". The purpose of this letter is to discuss with each of you the actual and potential consequences of such simultaneous representation, and to explain the circumstances under which we would be willing to represent both parties simultaneously if, after full consideration of the consequences, both clients wish us to do so. Simultaneous representation of parties with adverse interests by attorneys in the same law firm involves a number of departures from professional norms, and should not be undertaken by any such party without careful consideration. In particular, we want you to be aware of the following. 1. Under applicable rules of professional conduct, a law firm owes each of its clients a duty of loyalty, which would normally preclude any attorney within the firm from undertaking a representation adverse to any client of the firm without the affected client's informed consent. Other rules generally prohibit a firm from undertaking any representation involving an actual or potential conflict of interest without the informed consent of all affected parties. Such a situation exists whenever a first represents two clients simultaneously in a situation in which their interests are actually or potentially adverse. 2. The conflict of interest, and the need for informed consent, exist no matter how cordial the business relationship between the two parties currently is or is anticipated to be, and no matter how non- controversial the Transaction is anticipated to be. 3. The conflict of interest, and the need for informed consent, exist even where different "client teams" within the firm act on behalf of each client and an "ethical screen" is erected between the client teams that prohibits the sharing of either client's confidences with the members of the other, client's teem. 4. We do not recommend simultaneous representation of adverse parties, and have not recommended this simultaneous representation to you. We have recommended, instead, that each party seek separate representation. We also recommend that each of you seek the advice of independent counsel of your own choice regarding this written consent. If, however, it is the wish of both clients that we undertake the simultaneous representation of both parties with respect to the Transaction, we will undertake to do so under the terms described herein. 5. It may not be possible for a single law firm to represent both parties to the Transaction in the same aggressive manner as would two separate and independent law firms. By giving the consent requested in this letter, you are, in effect, waiving that kind of zealous representation of your individual and conflicting interests with respect to the Transaction. It is possible that each or both of you might be advised by independent counsel to demand or offer different or more favorable terms and conditions with respect to the Transaction than we can or will demand or offer. 6. Moreover, regardless of the terms upon which the matters between the two clients are concluded, the fact that one law firm has been involved in the representation of both parties may give rise to a perception on the part of shareholders, investors or other third parties that different terms might have been arrived at had each of you had separate representation by an independent law firm. 7. If a dispute should arise in the future between the two of you concerning the Transaction or any other aspect of your dealings with each other, we believe we would have to withdraw, or would be disqualified, from representing either of you with regard to that dispute or any other relationship you might then have with each other. You would then each have to retain separate counsel, resulting in additional expense and inconvenience that you might not have incurred had you been separately represented from the outset. 8. In connection with the Transaction, our representation of Buyer is limited to examining title to the subject property, acquiring title insurance, preparing closing statement, and conducting the closing of the real estate aspects of the Transaction for the Buyer. We have not been involved in negotiating the Transaction or any other aspects of Buyer's representation in connection with same. We will be pleased to answer any questions you may have concerning this representation or this requested consent. If you do wish to consent, please sign below to indicate your consent. )bcry tally yoArs, / David W. Smith, III For the Firm ACKNOWLEDGEMENT AND CONSENT Despite any potential or actual conflict of interest which may exist now or in the future, we hereby consent to the firm's simttitaneous representation of both Seller and Buyer with respect to the transaction as described above. We further agree that the firm may withdraw its representation of either client or both clients without prejudice should it determine that continued representation might violate applicable rules of professional conduct Foss Industries, Inc. ("Buyer") By: L/ 2,2 r4 ; Bruce's Iron & Metal, Inc. ("Seller") 1 By: LeaA/ OMB NO.2502-0265 1 A - U.S. DEPARTMENT OF HOUSINGS URBAN DEVELOPMENT SETTLEMENT STATEMENT B. TYPE OF LOAN: 1.0FHA 2.�FmRA 3.❑CONV. UNINS. 4,❑VA 5.QCONV. INS. 6. FILE NUMBER: BRUCE.IR0N.METAL.15 7. LOAN NUMBER: B. MORTGAGE INS CASE NUMBER: C. NOTE: This form is furnished to giro you a statement aladualsettllament m4& Amountspaid to and bythe sattkment agent are shown. Items marked -(PWI-were paid outside the dosing; they are shown here for itformedan8lpurp0&s5 and are not ftVded N the totau 0. NAME AND ADDRESS OF BUYER: Foss Enterprises, Ina 7037 Hwy 70 West La Grange, NC 28551 E. NAME AND ADDRESS OF SELLER: Bru[us Iron & Metal, Ina 4604 S York Road Gastonia, NC 28052 F. NAMEAND ADDRESS OF LENDER: - G. PROPERTY LOCATION: 4541 York Highway Gastonia. NC 28052 Gaston County, North Caroline H. SETTLEMENTAGENT. 56-1744631 GRAY tAYTON, KERSH, SOLOMON, FURR & SMITH I. SETTLEMENT DATE: June 30. 2015 PLACE OF SETTLEMENT 516 S. New Hop. Road Gastonia, NO 26054 J. SUMMARY OF BUYER-STRANSAC71ON K SUMMARY OF SELLER'STRANSACTION 100. GROSS AMOUNT DUE FROM BUYER: 400. GROSS AMOUNT DUE TO SELLER: 101. Conlrad Sales Price 500,00D.00 401. Contract Sales Prim 500,000.00 102. Personal Prop" 402. Personal Property 103. Settlement Changes 0 Bu r Une 1400 3 496.00 401 104. 404. 105, 406 Adisments For Items Paid BY Seder In adrance Ad'usbnen(s For Items Paid Bv Seller In adsmw 106. Ci /Town Taxes l0 408. Ci /Tovm Taxes to 70-7Courty 437. County to 108, Assessments to 408. Aaessments to 109. 409. 110, 410. 411. 112, 412. 120. GROSS AMOUNT DUE FROM BUYER 503,496.00 420, GROSS AMWNT DUE TO SELLER 500,000.00 200. AMOUNTS PAID BY OR IN BEHALF OF B R• 500. REDUCTIONS IN AMOUNT DUE TO SELLER: 201. D,posAw earnest money 5 000.DO 202. Pond alAmaunt of New Loans 501. Excess Deposit See lnslrodlons 502. S,mems, Cha as 0 Seller (Ure 1400 53.350.00 203. Ewstrq loan s) taken wlej.d to 503. EAsWq loans taken sub'ed to 204 504. Payoff of first Mort e 205. 206. 505. a ff of second Mo e 506. Dep.alt reared by broker 50,000.DO 20T. 507. 205. tea. 209. 509' Ad dmen(s For Items Unpaid B Seder AstmenFor l(ems Un old Seder m 2t 0. Ci /Town Taxes to 211. Coun 01/01/15 to 07/01/15 552.24 51. C flownm Taxes b 511. County OV01/15 b 07/OV15 552.24 212. Aa enls to 512. Assesonrn6 to 213. 513. 214. 514. 215 515. 6. 516. 217. 517. 21& 518. 219. Ste. 220. TOTAL PAID BYIFOR BUYER 50.552.24 520. TOTAL REDUCTION AMOUNT DUE SELLER 103,902.24 300. CASH AT SETTLEMENT FROMRO BUYER: 301, Gross Amount Due From Bu Une 1201 1 503,496.00 302. Less Amount Paid By/For Buyer (Line MO( 50,552.24 600. CASH AT SETTLEMENT TO/FROM SELLER: 601. Cross Amount Due To Seger Line 420 500 000.00 602. Loss Redudiorvs Due SGIu Une 520) 103.9D2 uu 303. CASH ( X FROM) ( TO) BUYER 452,943.76 603. CASH ( X TO) ( FROM) SELI. ER 396,09776 nuo-t'3 )aE n. Gq 2 • L SETTLEMENT CHARGES 700, TOTAL COMMISSION Based on Prim $ 1,275,000.00 U 8.0000 % 102.000.00 wo vn. wmis GUNow serr(Encr+t allo mou sE2:ms FUNDSAT MTTtDuarr Dhasion of Comns=on e700 as Fosows 701,$1IO2.000.00 to COWwoll Banker Commercial Mew Less Deposes Retain 50.000.00 702. $ to 703. Commission P.Id at Seftlement 52.000.00 704. b 800. ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Origin.fion Fee % to 802. Loan Dlsmunt Y to 803, Appraisal Foe to 8D4. Credit Report to 805. Lenders lnspedon Fee to E56 Mortwge Ins. App. Fee to 807. P=- mpJon Fee to BOB. BO . 810. ell. 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. Interest From to @ $ /day de % 002. Vorno.q. lnsuranm Premum for monMs to 903, H=,d Insurance Premium for 1.0 were to 9D4. 805. 1000. RESERVES DEPOSITED WITH LENDER 1001. Hamrd Insuranoo @ por 1002. Morta e Inwran® $ of D03. 1 per 1004. County $ er 1005. Assessments $ per 1006, $ mr 1007. @ $ per 1008, $ per 1100. TITLE CHARGES 1101. Settlement or CbsNg Fee b GRAY, LAITON, KERSH, SOLOMON, FURR &SMITH 2,500.00 1102. Dowment & Courier Fee tD GRAY, LAITON, KERSH, SOLOMON, FURR &SMITH 30.00 1103. Tide Update to Cynmw W. Jenkins 80.00 1104, Tide Insurance Binder w 1105. Dowment Preparabon to GRAY LAYTON ,RSH, SOLOMON. FURR & SMITH 350.00 1108. N.w,y Fees to 1107. A2brno�s Feet to lrs udes above Rem numbers 1106. Tula lnwran. to Morehead Title Insurnncn 860.00 intludes above Rem numbers 1109. Lenders Coverage 1110, Owners Coverae 5 1,275,000.00 1111. 1112. 1113. 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Remrding Foos Deed $ 2600; Mortgage $ Releases $ 28.DOT 1202. Ci Coun a Smm s: Deetl ' mortgage 1203, State TmdStam s: Revenue Stems 1 000.00: Mortgage 1,000.00 204. 1205. 1300, ADDITIONAL SETTLEMENT CHARGES 1301. Sun, to 1302. PostInspedon 10 1303. 1304. 1305. 1400. TOTAL SETTLEMENT CHARGES Entaron Llncs 103, Section J and 502Section K) 3,496.00 53,350.00 i�9 Naes, GRAY, tA(TON, KERSH, SOLOMON. FURR & SMITH SettlemmtAgam (MUCEInCNNET 151FnUCEinMIIEr.V.15/12) ACKNOWLEDGMENT OF RECEIPT OF SETTLEMENT STATEMENT Buyer: Foss Enterprises, Inc. Seller: Bruce's Iron & Metal, Inc. Settlement Agent: GRAY, LAYTON, KERSH, SOLOMON, FURR & SMITH (704)865.4400 Place of Settlement: 516 S. New Hope Road Gastonia, NC 28054 Settlement Date: June 30, 2015 Property Location: 4541 York Highway Gastonia, INC 28052 Gaston County, North Carolina I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, It Is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. Foss terprises, Inc. Bruce's I n & tal, Inc. BY: 0 BY:��a The Buyer and Seller this date have checked, reviewed and approved the figures appearing on the Disclosure/Settlement Statement (Statement of Actual Costs), consisting of two (2) pages. Buyer acknowledges receipt of the payment of the loan proceeds in full, and Seller acknowledges payment In full of the proceeds due Seller from the settlement. The Buyer and Seller understand that the tax prorations shown on the Settlement Statement are based on information provided by the County Tax Office. If current year lax bills are unavailable at the time of closing, taxes are prorated using an estimate of tax value determined by the tax bill from the prior year or, if no such bill is available, the purchase price for the property. 2015 is a property tax revaluation year in Gaston County so the estimate could vary significantly from the actual taxes due on the property. The Buyer and Seller agree to adjust the tax prorations shown on the Settlement Statement when the actual ad valorem tax bill is rendered. Seller agrees to forward the next tax bill to Buyer immediately upon receipt of the bill from the tax office. Buyer understands that the next tax bill (even though in the name of the Seller) is the responsibility of the Buyer. Seller understands that the payoff figure(s) (if any) shown on the first page of the Settlement Statement are figures supplied to the Settlement Agent by the Seller's lender(s) and is /are subject to confirmation upon tender of payment. If the payoff figure(s) are inaccurate, Seller agrees to immediately pay any snortage(s) that may exist. As part of the consideration of this sale, the contract between the parties is by reference incorporated herein and made a part hereof, the terms and conditions contained therein shall survive the closing and shall not merge upon the delivery of the warranty deed. I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. .u., 1.).6 FB6YKi GRAY, LAYTON, KERSH, SOLOMON, FURR & SMITH, P.A. ATTORNEYS AT LAW 516 SOUTH NEW HOPE ROAD P.O. BOX 2636 GASTONIA, NORTH CAROLINA 28053-2636 704-865-4400 iota+ D. KERSH. JR.+/'•.• Tl. SOLOMON II• DAVID M. FURR`•H DAVLD W. SMRH, L11, WELIA�M E. MOORE, JR.+ JOHN H. GRIFFING-/'`"' UWLY H. LEAZER+ TETJ F. MITCHELL•/++ CHRISTOPHER M. WHELCHEL• MICHAEL L. CARPENTER MARCUS R. CARPENTER NRUTSR'5 ESLVL. d�mith(dgumnlevpl mm UIMUOU". 010111r� To: Foss Enterprises, Inc. From: David W. Smith, III, Attorney Dated: June 30, 2015 Re: Tax Parcel 145122 (Brute's Iron & Metal, Inc.) CHARLES D. GRAY, HI (OF COUNSEL) DAVD) A. LAYTON(OF COUNSEL) FACSIMILE 704-866-8010 FACSIMILE 704-854-8313 'ALSO LICENSED W SOUTH CAROLINA -ALSO LICENSED IN FLORIDA ••••BOARD CERTIFIED SPECW.iST IN ESTATE PWN .WO AND PROBATE SMARTER OF LAWS IN TAXATION -NC. SPATE CERT� h DL%TOR We have investigated the status of the property tax valuation for the above captioned property. For 2014, the taxable market value of the property was $581,051.00, but the property was taxed on a valuation of S 115,403.00 under North Carolina General Statute 105-275 (8) which provides an exemption for property used for air cleaning or waste disposal or to abate, reduce, or prevent the pollution of air or water. According to David Turbyfill at the Gaston County Tax Office, the tax value for 2015 is about the same so we have used that value ($115,403.00) to prorate the 2015 taxes. Mr. Turbyfill advises that there is no deferral or roll back taxes on the subject property. He also advises that to preserve the exemption, the new owner should apply for the continuation of the exemption by filing a form with the Gaston County Tax Office and with the North Carolina Department of Natural Resources within thirty days of closing. The new purchaser should act accordingly. We are taking no action with regard to the continuation of the tax valuation exemption. Please sign below to acknowledge receipt of this memo. Foss Enterprises, Inc. Dated:y 0 J 17 By: ( w� �o�Yr SELLER: ASSETS CLOSING DATE: RECEIPTS: SETTLEMENT STATEMENT/DISBURSEMENTS BRUCE'S IRON AND METAL, INC. FOSS ENTERPRISES, INC. Certain assets related to Sellers' operation of business, including goodwill June 30, 2015 Wired Funds (Buyers) Deposit with Broker TOTAL RECEIPTS: DISBURSEMENTS: 1. Net Proceeds to Seller per HUD for land and building (see attached) 2. Additional funds to Seller for Exhibit B assets other than land and building 3. Disbursements to third parties TOTAL DISBURSEMENT TO SELLER: $1,227,943.76 $ 50,000.00 $396,097.76 $775,000.00 $106,846,00 $1,277,943.76 $1,171,097.76 TOTAL DISBURSEMENTS: $1,277,943.76 SIGNATURE PAGE TO SETTLEMENT STATEMENT The undersigned hereby certify that they have carefully reviewed the Settlement Statement and to the best of their knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on their account or by them in this transaction. SELLER: BRUCE'S IRON AND METAL, INC. By: Name: D vid Wofford Title: President BUYER: FOSS ENTERPRISES, INC. By: By: —T0111t ti.,1 6;��- a,, Name: ! S. nnM c �, �s's 31. Title: President BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that BRUCE'S IRON AND METAL, INC., ("Seller"), for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration received to its full satisfaction of FOSS ENTERPRISES, INC. ("Buyer"), hereby bargains, sells, assigns, transfers and conveys to the Buyer pursuant to Exhibit B of the Agreement for Purchase and Sale of Real Property dated June 12, 2015, as amended June 24, 2015, ("Purchase Agreement") all of its right, title and interest in and to those Assets set forth on Exhibit B of the Purchase Agreement other than the real property which was conveyed by deed. TO HAVE AND TO HOLD the same unto it, the Buyer, its successors and assigns, forever to its use. The Seller, for itself, its successors and assigns, covenants.and agrees with the Buyer, its successors and assigns, that it is the lawful owner of the assets hereby transferred; that all the assets are free from all liens, charges, assessments, taxes, mortgages, pledges, condition sale agreements, security agreements and encumbrances of any kind whatsoever, except as specifically set forth in the Purchase Agreement; that it has the right to sell and assign to the Buyer, its successors and assigns against all persons or entities whatsoever. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this instrument on their behalf, this the.3011- day of June, 2015. SELLER: BRUCE'S IRON & METAL, INC. By Av �l/V offo Presl.dent BUYER: FOSS ENTERPRISES, INC. '-1 By ���.e (. v �, M, [,F.i5 j,_ Pre6gident .Tune 30, 2015 Bill of Salu.Bt ce's Iron & Metal.FOSB Bnterprisc0 Michael 17. Easley, Governor \oaoF w A rFRaG November 20, 2006 David Gilmore Bruces Iron & Metal 4604 S York Rd Gastonia NC, 28052 William G. Ross Jr, Secretary North Carolina Department or Env iron ment and Natural Resources Nan W. Klink, P.E. Director Division of Water Quality Subject: NPDES Stormwater Permit Coverage Renewal Bruces Iron & Metal CDC # NCG200350 Gaston County Dear Permittee: In response to your renewal application for continued coverage under general permit NCG200000 the Division of Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. Due to resource constraints, the Division has been unable to adequately consider appropriate modifications to the permit. Therefore, the permit has been reissued without changes from the previous permit, so all conditions remain the same. The permit term for the reissued permit is two years, expiring on September 30, 2008. The general permit may be modified and reissued prior to its expiration. The permit is reissued pursuant to the requirements of North Carolina General Statute 143- 215.1 and the Memorandum of Agreement between the state of North Carolina and the U.S. Environmental Protection Agency, dated December 6, 1983. The following information is included with your permit package: A new Certificate of Coverage A copy of General Stormwater Permit NCG200000 Your coverage under this general permit is not transferable except after notice to DWQ. The Division may require modification or revocation and reissuance of the Certificate of Coverage. This permit does not affect the legal requirements to obtain other permits which may be required by DENR or relieve the permittee from responsibility for compliance with any other applicable federal, state, or local law, rule, standard, ordinance, order, judgment, or decree. If you have any questions regarding this permit package please contact Catawba of the Central Office Stormwater Permitting Unit at (919) 733-5083, ext. Aisha Lau. Sincerely, Bradley Bennett, Supervisor Stormwater and General Permits Unit cc: Central Files Stormwater & General Permits Unit Files Mooresville Regional Office 0., NorthCarolina ,Nalurally Wetlands and Stor neater Branch 1617 Mail Service Center Raleigh, NC 27699-1617 Phone (919) 733-5083 Internet: h2o,enr.state.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX (919) 733 9612 An Equal Opportunity/Affirmative Action Employer— 50 % Recycled/10% Post Consumer Paper STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES DIVISION OF WATER QUALITY GENERAL PERMIT NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200350 STORMWATER DISCHARGES NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, BRUCES IRON & METAL is hereby authorized to discharge stormwater from a facility located at Bruces Iron & Metal 4604 S York Rd Gastonia Gaston County �Lsy V 1G to receiving waters designated as , a Unnamed Tributary to Crowders Cree4stream, in the Ct iver Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, ll, III, IV, V, and VI of General Permit No. NCG200000 as attached. This certificate of coverage shall become effective November 20, 2006. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day November 20, 2006 for Alan W. Klimek, P.E., Director Division of Water Quality By Authority of the Environmental Management Commission \o�aF W AT �9Q� � r t] � July 25, 2005 David Gilmore Bruces Iron & Metal 4604 S York Rd Gastonia, NC, 28052 Michael F. Hasley, Governor William G. Ross Jr., Secretary North Carolina Department of Environment and Natural Resources Alan W. Klimek, P.E. Director Division or Water Quality Subject: NPDES Stormwater Permit Coverage Renewal Bruces Iron & Metal CDC NumberNCG200350 Gaston County Dear Permittee: Your facility is currently covered for stormwater discharge under General Permit NCG200000. This permit expires on October 31, 2005. The Division staff is currently in the process of renewing this permit. When a draft version is available for notice and public comment, it will be posted on our website at http://h2o.enr.state.nc.us/su/. Once the permit is reissued, your facility would be eligible for continued coverage under the reissued permit. In order to assure your continued coverage under the general permit, you must apply to the Division of Water Quality (DWQ) for renewal of your permit coverage. To make this renewal process easier, enclosed you will find a Permit Coverage Renewal Application Form. The application must be completed and returned by August 19, 2005 in order to assure continued coverage under the general permit. Letters confirming our receipt of the completed application will not be sent. Failure to request renewal within the time period specified may result in a civil assessment of at least $250.00. Larger penalties may be assessed depending on the delinquency of the request. Discharge of stormwater from your facility without coverage under a valid stormwater NPDES permit would constitute a violation of NCGS 143-215.1 and could result in assessments of civil penalties of up to $10,000 per day. Please note that "no exposure exclusion" is now available to all operators of industrial facilities in any of the categories of "storm water discharges associated with industrial activity," (except construction activities). If you feel your facility can certify a condition of "no exposure", i.e. the facility industrial materials and operations are not exposed to stormwater, you can apply for the no exposure exclusion. For additional information contact the Central Office Stormwater Staff member listed below or check the Stormwater Permitting Unit Web Site at http://h2o.enr.state.nc.us/su/. If the subject stormwater discharge to waters of the state has been terminated, please complete the enclosed Rescission Request Form. Mailing instructions can be found on the bottom of the form. You will be notified when the rescission process has been completed. If you have any questions regarding the permit renewal procedures please contact Aisha Lau of the Central Office Stormwater Permitting Unit at (919) 733-5083, ext. 578. Sincerely, Bradley Bennett Supervisor, Stormwater & General Permit Unit Cc: Central Files Mooresville Regional Office SWPU Files Wetlands and Stormwater 131 anch 1017 Mail Scivice Centcr Raleigh, NC 27699-1617 Phone (919) 733-5H3 Internet: h2o.em.state.naus 512 N. Salisbury St. Raleigh, NC 27604 FAX (919) 733-9612 An Equal Opportunity/Affirmative Action Employer— 50% Recycled110% Post Consumer Paper 0. No thCarolina AWUrnlly State of North Carolina Department of Environment and Natural Resources Division of Water Quality Michael F. Easley, Governor Sherri Evans -Stanton, Acting Secretary Kerr T. Stevens, Director January 16, 2001 DAVID GILMORE BRUCE'S IRON & METAL INC 4604 S YORK RD GASTONIA, NC 28052 �a NCDENR NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES Subject: Reissue - NPDES Stormwater Permit Bruce's Iron & Metal Inc COC Number NCG200350 Gaston County Dear Permittee: In accordance with your application for a discharge permit received on July 25, 1995 we are forwarding herewith the subject certificate of coverage to discharge under the subject state - NPDES general permit. This permit is issued pursuant to the requirements of North Carolina General Statute 143-215 .1 and the Memorandum of Agreement between North Carolina and the US Environmental Protection agency dated December 6, 1983. If any parts, measurement frequencies or sampling requirements contained in this permit are unacceptable to you, you have the right to request an individual permit by submitting an individual permit application. Unless such demand is made, this certificate of coverage shall be final and binding. Please take notice that this certificate of coverage is not transferable except after notice to the Division of Water Quality. The Division of Water Quality may require modification or revocation and reissuance of the certificate of coverage. This permit does not affect the legal requirements to obtain other permits which may be required by the Division of Water Quality or permits required by the Division of Land Resources, Coastal Area Management Act or any other Federal or Local governmental permit that may be required. Enclosed is a permit package which contains the following information: * A copy of general stormwater permit NCG200000 * Five copies of the Analytical Monitoring form and five copies of the Qualitative Monitoring form * A copy of a Technical Bulletin for the general permit which outlines key requirements and addresses frequently asked questions * A Certificate of Coverage If you have any questions concerning this permit, please contact Aisha Lau at telephone number (919) 733-5083 ext. 578. Sincerely, �^��I ri, MlSv for Kerr T. SteN ens cc: Central Files Stormwater and General permits Unit Files Mooresville Regional Office 1617 Mail service Center, Raleigh, North Carolina 27699-1617 Telephone 919-733-5083 Fax 919-733-9919 An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES DIVISION OF WATER QUALITY GENERAL PERMIT NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200350 STORMWATER DISCHARGES NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provision of North Carolina General Statute 143-215J, other lawful standards and regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, BRUCE'S IRON & METAL INC is hereby authorized to discharge stormwater from a facility located at BRUCE'S IRON & METAL INC GASTON COUNTY to receiving waters designated as an unnamed tributary to Crowders Creek, a class C stream, in the Catawba River Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts 1. II, Ill, IV, V, and VI of General Permit No. NCG200000 as attached. This certificate of coverage shall become effective January 16, 2001. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day January 16, 2001. %JALS11mr.) W WAM C. MILLS for Kerr T. Stevens, Director Division of Water Quality By Authority of the Environmental Management Commission ;J i 0 rd m ON FACILITY Bruce's Iron & Metal, Inc. COUNTY Gaston NPDES NCG�30350 MAP# G14NW DSN FLOW NA SUB BASIN 03-08-37 LATTITUDE 350 11' 30" LONGITUDE 810 12' 25" RCVNG. STREAM UT Crowders Creek STREAM CLASS C DSCHRG. CLASS Stormwater EXP. DATE 8/31/97 State of North Carolina Department of Environment and Natural Resources Division of Water Quality James B. Hunt, Jr., Governor Wayne McDevitt, Secretary A. Preston Howard, Jr., P.E., Director November 9, 2000 DAVID GILMORE BRUCE'S IRON & METAL INC 4604 S YORK RD GASTONIA, NC 28052 1� NCDENR NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCE5 Subject: NPDES Stormwater Permit Renewal Bruce's Iron & Metal Inc COC Number NCG030350 Gaston County Dear Permittee: The general stormwater permit for scrap metal recycling industries, NCG200000, was issued on November 1, 2000. Since there has been a considerable time lag since your permit application was received on July 25, 1995 this letter is being sent to ensure that the contact information that we have is correct. Enclosed with this letter you should find a contact information update form with the information that the Division has on your facility. Please check to see whether or not this information is correct. If any of the information has changed from what our records show, please make the appropriate corrections in the empty blanks to the right of the information and mail the corrected form to us by December 8, 2000. Sign and mail the information form regardless of whether or not any changes need to be made. Upon receipt of your information form you will be mailed a Certificate of Coverage with a new number of the format NCG200***. If you were one of the few facilities that received coverage under the NCG030000 general permit prior to the issuance of this permit your existing NCG030000 permit coverage will be rescinded concurrent with the issuance of your new Certificate of Coverage. Thank you for your continued cooperation in complying with the Federal NPDES stormwater permitting program. If you have any questions regarding this request please contact Ms. Valery Stephens at (919) 733-5083, ext. 520. Sincerely, bneZ- Bradley Bennett, Supervisor Stormwater and General Permits Unit cc: CStormwater.and General,Permiis-Unit-4 1617 Mail Service Center, Raleigh, North Carolina 27699-1617 Telephone 919-733-5083 FAX 919-733-9919 An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper