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HomeMy WebLinkAboutNCG140130_Ownership Change_20260618 y3,�r51XIt♦\�,y NC DEPARTMENT OF ENVIRONMENTAL QUALITY R � DIVISION of Energy, Mineral, and Land Resources i STORMWATER PROGRAM NORTH CAROLINA Environmental Quality PDES STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM I. CURRENT PERMIT INFORMATION: Permit Number: NCS__J__J__J__/_/_ or NCG_ 3 / 0 1. Facility Name (prior to change): Southern Equipment Co - Rougemont Plant#25 \ , II. NEW OWNER/NAME INFORMATION: RECEIVED 2. This request for a name change is a result of: n.!UN 18 2u27 X a. Change in ownership of property/company DEMLR-STORMWATER PROGRAM b. Name change only (Facility and/or Company) c. other(please explain): (for example,facility address update. Include additional attachments if necessary.) 3. New owner's name (name to be put on permit as Permittee): Concrete Supply Co. , LLC 4. New owner's or signing official's name and title: Henry Batten (Person legally responsible for permit) President (Title) 5. Mailingaddress: PC Box 5247 City: Charlotte State: NC Zip Code: 28299 Phone: ( 704 ) 372-2930 E-mail address: Henry.Batten@ConcreteSupplyCo. com 6. New facility name (if applicable): Concrete Supply Co.,LLC - Rougemont 7. Effective date of transfer or name change: February 14 , 2025 I. North Carolina Department of Environmental Quality I Division of Energy.Mineral and Land Resources W 512 North Salisbury Street 1 1612 Mail service Center I Raleigh,North Carolina 2 76 9 9-1612 9129 919.707.9200 NPDES Stormwater Permit Name/Ownership Change Page 2of2 III. PERMIT AND FACILITY CONTACT INFORMATION 8. New permit contact's name and title:Johnie Alexander (Permit Contact) Environmental Manager (Title) 9. Mailing address: PO Box 5247 City:Charlotte State: NC Zip Code: 2 8 2 9 9 Phone:( 704 } 3 7 2—2 9 3 0 E-mail address:Johnie.Alexander@ConcreteSupplyCo.com 10. New facility contact's name and title: Johnie Alexander (Facility Contact) Environmental Manager (Title) 11. Mailing address: PO Box 5247 City:Charlotte State: NC Zip Code: 28299 Phone: ( 704 ) 372-2930 E-mail address:Johnie.Alexan rfa .on _rPtPSulap�L .o_com 12. New billing contact's name:Accounts Payable (Billing Contact) 13. Mailing address: PO Box 5247 City: Charlotte State: NC Zip Code:28299 Phone: ( 704 } 372-2930 E-mail address:AcctsPayable@ConcreteSupplyCo.com IV. FACILITY ACTIVITIES AND DISCHARGE INFORMATION 1. Will industrial activities at the facility remain the same as under the previous owner? Yes® No 2. Will the stormwater discharge location(s)remain the same? Yes® No ❑ NOTE: if either of these questions is answered"No,"then more information is needed to review the request. Please attach documentation to describe and explain the changes to the facility activities,stormwater discharges,and/or outfall location. Depending on the information provided, the Division may require that the new ownerfile a new permit application. Last Revised 3/13/2022 NPDES Stormwater Permit Name/Ownership Change Page 2 of 2 THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE ITEMS LISTED BELOW ARE INCLUDED. REQUIRED ITEMS: 1. This completed application form (with original signature) 2. Legal documentation of transfer of ownership (such as relevant pages of a deed or a bill of sale) is required for an ownership change request. Articles of incorporation are not sufficient for an ownership change but can be provided for a name change. 3. Information to document facility,industrial activities,stormwater discharges,or outfall changes as noted in item IV above(if appropriate) Why is this information needed? Regulations in 40 CFR §122.63 allow for minor modifications to NPDES permits for a change of ownership or operational control of a facility, provided that information supports that no other change in the permit are necessary. Why does this form need to be mailed in? Permittees and applicants must fulfill signatory requirements in the NPDES federal regulations in 40 CFR §122.22 (please see those regulations for guidance). Until NCDEQ's electronic submission process meets Cross-Media Electronic Reporting (CROMERR) requirements, this original signed (not digital signature) form must be mailed to the address below. The uploaded copy is stored as part of the permit record in the Division's digital repository. Applicant's Certification: Henry Batten attest that the application for a name and/or ownership change submitted 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, or if all required supporting information is not included, this application package will be considered incomplete and may be returned. Signature: � Date: r 2 2 THE COMPLETED APPLICATION AND ALL SUPPORTING INFORMATION SHOULD BE SENT TO: DEMLR Stormwater Program 512 North Salisbury Street, 6" Floor(Office 640K) 1612 Mail Service Center Raleigh, NC 27699-1612 Last Revised 3/13/2022 BILL OF SALE,ASSIGNMENT AND ASSUMPTION AGREEMENT This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement")is made and given as of February 14, 2025 by ARGOS USA LLC (the"Seller")to CONCRETE SUPPLY CO.,LLC (the"Purchaser"). WHEREAS, pursuant to an Asset Purchase Agreement of even date herewith by and among Seller, Purchaser, and solely for the limited purpose as described therein, Summit Materials,LLC (the"Purchase Agreement"), Seller has agreed to sell and transfer, and Purchaser has agreed to purchase and acquire certain assets and assume certain obligations of Seller relating to the Business, on the terms and conditions of the Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged,the parties hereto do hereby agree as follows: 1. Definitions. Capitalized terms used but not defined herein shall have the same meanings give to such terms in the Purchase Agreement. 2. Transferred Assets. Seller does hereby sell, transfer, assign, convey and deliver to Purchaser the entire right,title and interest of Seller, if any, in, to and under all of the Transferred Assets (but excluding any Excluded Assets), other than the Transferred Assets sold, transferred, assigned,or conveyed by any Other Assignment Agreement(as defined below),the sale,transfer, assignment,and conveyance of which shall be governed by such Other Assignment Agreement. 3. Effective Time. The effective time of the transfer of the Transferred Assets and assumption of the Assumed Liabilities shall be the Effective Time. 4. No Liens; Title. Except as otherwise provided in the Purchase Agreement, Seller hereby conveys the Transferred Assets to Purchaser free and clear of all Liens other than Permitted Liens. 5. Assumption of Assets. Seller does hereby assign, delegate, and transfer to the Purchaser all of its right, title and interest in and to the Assumed Liabilities, and Purchaser hereby accepts and assumes all of the Assumed Liabilities and agrees to pay, discharge and perform the obligations thereunder. 6. Other Assignment Agreements. Seller and Purchaser have entered into certain specialty warranty deeds with respect to the Owned Real Property,and certain consents to assignment with respect to certain Leased Real Property(each an"Other Assignment Agreement"and collectively, the "Other Assignment Agreements"). Seller and Purchaser agree that nothing contained within any Other Assignment Agreement shall modify the terms or scope of Purchaser's assumption of the Assumed Liabilities as set forth in this Agreement, and, notwithstanding anything to the contrary set forth in any Other Assignment Agreement, Seller's assignment of the Transferred Assets and Purchaser's assumption of the Assumed Liabilities is subject to the limitations set forth in the Purchase Agreement. 1942668v1 7. Disclaimer. The parties acknowledge and agree that Seller has not made and will not make any representations or warranties of any kind whatsoever,oral or written,express or implied,with respect to any of the Transferred Assets except as expressly set forth in the Purchase Agreement. Nothing contained herein shall be deemed to alter, modify, expand or diminish the terms and provisions set forth in the Purchase Agreement, including the representations, warranties and covenants of the parties thereto contained therein. If any provision of this Agreement conflicts with any provision of the Purchase Agreement, then such provision of the Purchase Agreement will control. 8. Benefit. This Agreement is made for the benefit of Purchaser and Seller and the provisions of this Agreement may be enforced by any of them. This Agreement shall be binding upon and inure to the benefit of the parties' respective successors and assigns. 9. Executed Counterparts. Each executed copy of this Agreement shall be deemed to be an original. Different copies may be executed by Purchaser and Seller, and all executed copies shall be treated as one and the same Agreement. 10. Headings. Headings at the beginning of the various sections of this Agreement are for convenience of reference only and shall not affect the terms of this Agreement. 11. Governing This Agreement shall be governed by the laws of the State of North Carolina,without regard to the conflicts of laws provisions thereof. 12. Amendment. No amendment or modification of this Agreement shall be effective unless it is set forth in writing and signed by all parties hereto. [Reminder of Page Intentionally Left Blank.] 2 1942668v1 Docusign Envelope ID:D6FAFE83-A7E8-4C66-8888-EAFCC1777505 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers,on this the date first above written. SELLER: ARGOS USA LLC By: VMa j6vulS Name: David T.Jones Title: Chief Financial Officer PURCHASER: CONCRETE SUPPLY CO.,LLC By: Name: Title: [Signature Page to Bill of Sale,Assignment and Assumption Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers,on this the date first above written. SELLER: ARGOS USA LLC By: Name: Title: PURCHASER: CONCRETE SUPPLY CO.,LLC By.- Name- Title. [Signature Page to Bill of Sale,assignment and Assumption Agreement]