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3/4/26, 2:20 PM Gmail - Ro: Project Reclaim Questions and Documents
Mi Gmail
Re: Project Reclaim Questions and Documents
‘1 message
Ernest McFaddin [email protected]
To: “Feinman, Evan” [email protected]
Ce: “Kaesiner, Mike” [email protected], Sara Williams [email protected], “Myers, Elizabeth B.”
‘[email protected]
‘Bce: Ben Chafin [email protected], Rhonda Smith [email protected], John Matney |[email protected]
Good afternoon,
‘hope this email finds you well. Attached you will find our response to the concems that were previously identified. Please follow the
link below to a drone video of the site with voiceover which provides important information relevant to the development site, Ple
ime know if you have any questions or concems once you have reviewed the attached information.
Have a great day!
Emie
btlps:lidrive.google.com/file/d/tmQX80)B-i17 YAsqNvNLgdYH6B0QOimg/view?usp=sharing
Virus-free. www.avast.com
‘On Wed, Jun 17, 2020 at 10:20 AM Feinman, Evan [email protected] wrote:
Emie,
Thank you for your patience while we reviewed the $1.65 million advance request received from the Russell County
IDA ("
A") on April 28, 2020. As you will recall, the IDAs application for Project Reclaim did not follow the
Commission’s usual cycle and staff did not have an opportunity to review the proposal in advance or provide input
regarding compliance with Commi:
ion policy. We have several questions that require satisfactory resolution before the
Commission can process the IDA’s advance request:

We are concerned that the statutory requirement found at § 3.2-3103(A)(7) for a dollar for dollar match is
not satisfied given the manner in which the IDA has structured this transaction. We understand that the IDA and
Russell County Reclamation, LLC, (“RCR”) entered into an Asset Purchase Agreement (“Agreement”) that
provides for the IDA to purchase approximately 165 acres from RCR and grants to the IDA an option to
purchase an additional 67 acres. The Agreement provides that the IDA may exercise its option to purchase this
additional acreage once it has been released from any regulatory permits issued by the Virginia Department of
Mines, Minerals and Energy ("DMME°

We understand that the proposed match to the Commission’s $2.9 million grant is a $3.2 million grant DMME
awarded to RCR, We further understand that RCR’s use of the DMME grant is limited to reclamation activities
on a portion of the 67 acres and that RCR will finish expending the proceeds of the DMME grant before this
property is released from any permit conditions and thus before the IDA may exercise its option to purchase this
property. While the Commission views grants from other sources that project partners obtain and expend on
Commission-funded projects as eligible matches, in this case, RCR is expending the DMME grant on its
privately-owned property and effectively independently of Project Reclaim, While we cannot quantify the risk,
we are cognizant that there is at least a possibility that RCR is unable to satisfy all DMME permit conditions
and that the IDA will never have an opportunity to exercise its option to purchase the additional 67 acres, Thus,
we are concemed that the IDA has not proposed an eligible match to the Commission’s funds as required by
state law,

The appraisal that you provided earlier this year does not satisfy the requirement found in the Commission’s
Funding Policies for Grant Awards (Rev. May 2016) that grantees provide a current, independent appraisal when
Commission funds will be used for land acquisition. In this case, we understand that RCR ordered the appraisal
of the property; an appraisal prepared at the seller’s direction is not independent. In addition, the appraisal report

hitpsvimail. google.convmailu0/?k=5da70702748.view=pt&search=allépermthid-thread-f 1669756236487698058%7Cmsg-a’r-69000406377403371…
Ernest McFaddin [email protected]
‘Mon, Aug 10, 2020 at 3:44 PM
13
‘74724, 2:20 PMA ‘Gmail - Re: Project Reclaim Questions and Documents
is dated August 29, 2017 and it is not current. The Commission’s Funding Policies prescribe that a “current”
appraisal means one performed within the last twelve months, If the IDA wishes to proceed with this
transaction, it will need to order a current appraisal from an independent appraiser. DMME has a list of
appraisers that work in the region and have experience with reclaimed mine lands and we request that you use
‘one of the appraisers included on that list.

We are unclear about the outcomes that the IDA promised to the Commission. Different parts of the
application describe wildly diverging degrees of site development. For example, portions describe construction
of a building pad as large as 232 acres to as small as a pad suitable for a 500,000 square foot building. Another
portion indicates the site will only brought to “rough grade.” Please clarify the extent of site development that
will actually occur at the property if the Commission’s funds are expended, To the extent applicable, we would
like to review the engineering and inspection reports the IDA offered to the Commission in its business plan,

Also related to the outcomes the Commission may expect, we were surprised to leam from the appraisal that the
Project Reclaim site lacks sewer service. This necessarily calls into question whether the ultimate development
potential of $7 million capital investment and 2,320 new jobs the IDA included in its application are realistic
without extensive additional investments in infrastructure. Could you please clarify whether the capital
investment and new job creation expectations the IDA proposed were predicated upon additional infrastructure
investment (and establishing sewer service, in particular) and, if so, the IDA’s current thinking for
accomplishing this?

Finally, we are concerned about the leaseback provision described in the Agreement. As you are aware, the
Letter of Agreement dated January 2018 between the IDA and the Commission prohibits the IDA from, among
other things, leasing assets purchased with Commission funds without the Executive Director’s prior approval. It
is unclear why the IDA—or more accurately, the Commission, given that the IDA is contributing no resources to
this project—is shouldering the risk of acquiring a piece of property before RCR has completed its site
development and regulatory obligations and then leasing it back to RCR. Furthermore, the term of the leaseback
to the IDA is indefinite and will not end until all DMME permit conditions are satisfied. While we certainly
hope this will occur expeditiously, there is a risk that property acquired exclusively with the Commission’s funds
will be subject to this leaseback indefinitely. If this were to occur, the IDA will never have an opportunity to
‘market Project Reclaim and attract businesses. This is extremely unusual and based on the limited information
available to me at this time, I am not in a position to approve the leaseback.

After you have an opportunity to review this letter, please contact me to discuss a timeline for providing the various
pieces of information I have requested.
Again, we appreciate your patience. We remain excited about assisting the Russell County IDA with the development of
an industrial park that may bring significant opportunity to Russell County and the region, and we hope to support you
in many ribbon cuttings and ground breakings in the coming years,
Regards,
Evan
Evan Feinman
Executive Director
‘Tobacco Region Revitalization Commission
701 E. Franklin St., Suite 501, Richmond, VA 23218
Chief Broadband Advisor
Office of Governor Ralph S. Northam
1111 E. Broad St, Richmond, VA 23219
© Vitus-free. wwwavast.com
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23
3124, 2:20 PM ‘Gmail - Re: Projact Raciaim Questions and Documents
‘Bi 90C08_10_2014,36_45.pat
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q IDA Russell County, VA
Industrial Development Authority of
Russell County, Virginia
July 28, 2020
Evan Feinman, Executive Director
Tobacco Region Revitalization Commission
701 E. Franklin Street, Suite 501
Richmond, VA 23219
RE: Project Reclaim Responses and Documents
Dear Evan:
Please consider this the response by the Industrial Development Authority of
Russell County to your e-mail of June 17, 2020.
In Paragraph No. 1, you expressed a concern regarding the acquisition of the 67-
acre tract which had been drafted as an Option for $1.00. You will find attached the First
Amendment to Asset Purchase Agreement wherein the Option to Purchase the 67 acres.
is restated as a Purchase Obligation for the sum of $1.00. The restated language makes
it clear that the IDA is obligated to purchase, and Russell County Reclamation, LLC, is
obligated to convey, the property within 90 days following written notice that CR, LLC,
has completed the reclamation and bond release.
In Paragraph No. 2, you requested an updated appraisal performed by a
company on the list of appraisers approved by DMME. ! am happy to report that
Hallmark Properties in Lynchburg, Virginia, will perform the appraisal. Hallmark
Properties is one of the DMME approved companies that have done work in Southwest
Virginia. We have signed a contract for the appraisal, which should be forthcoming on or
before the end of August.
In Paragraph No. 3, you questioned the outcomes that the IDA has promised the
Commission. In reviewing the Application upon which the Grant Award was based, the
additional project description provides insight that the Grant would provide site control
and site acquisition of the 232 acres. In addition, the use of the Grant funds are to
provide an allowance for RGR, LLC, to provide approximately 262,000 cube yards of
back-fil material to provide rough grade for the footprint of the prime development area
that has been identified to support up to a 500,000 or 1,000,000 square foot building.
You will find attached a layout plan from Appalachian Design Services which indicates
two 500,000 square foot building pads.
The 67-acre tract, which will be under Contract for the IDA to acquire for $1.00,
will provide multiple bullding sites designed to accommodate more than one million
‘square feet of industrial buildings in the aggregate. Other smaller pads are envisioned
across the 232 acres. As to the issues raised regarding the sewer service, the previous
industry had its own waste water treatment plant constructed on site. Moving forward
with this project will require the IDA to work in conjunction with the Russell County Public
Parterning for Progress, Connected for Success
P.O. Box 2378 » Lebanon, VA 24266 + 276-971-0690 russellcountyida.org
4 IDA Russell County, VA
Industrial Development Authority of
Russell County, Virginia
Service Authority to provide sewer infrastructure to the industrial Park, or to construct a
waste water treatment plant as has been used in the past for this industrial site. The IDA
is currently working with the Fussell County PSA on the necessary design elements for
a scalable package plant. The Russell County PSA has just approved a project to
upgrade the public water service to this site with an 8" service which will deliver the
volume necessary for a large industrial company.
In Paragraph No. 4, you raise the concem regarding the lease back provision
that was set forth in the documents previously provided to you. Attached you will find
copies of drafts where the lease obligation has been obviated and Right of Entry
document has been created. The Right of Entry is necessary for RCR, LLC, to continue
to put down the laydown materials, i.e, the 262,000 cubic yards of back-fil material and
to complete the reclamation of Tract B, containing 67 acres.
You will also find attached to the e-mail by which this letter is forwarded to you a
digital voice-over video of a drone flight over the project to help demonstrate the
immense scope and expanse of the project; a letter from the Office of Surface Mining
and Reclamation Enforcement; three photographs depicting construction conditions on
Tract B, the 67-acre tract; a three page survey prepared by Glen Phillips, Certified Land
Surveyor; and finally, letter received from Norfalk Southern offering to halp market the
property as a prime location.
The IDA has received preliminary approval from OMME for a $2,000,000 grant to
construct a greenhouse for Project Grow. This project will mark the first company to
utilize the mega site property and take advantage of the services that are currently
available,
We are excited with this project in Russell County, which will become one of the
largest industrial sites in Southwest Virginia. This acreage is mast unique to Southwest
Virginia and the coalfields of Southwest Virginia. The site characteristics that make the
development of this site appealing are as follows:
a. Directly adjacent to over 73,800 tract feet of active Norfolk Southern rail lines,
which at points on the property have as many as eight side tracks along the main
line for loading and unloading material.
b. 232 acres of developable property with mutiple construction pads at rough grade
for up to 2,000,000 square feet of industrial building sites.
Arail loading and unloading facility with hoppers, conveyor and stacking tube.
The property is adjacent to, and has proximity to, natural gas supply.
e. The property has access to 1.2 billion gallons of private sourced water that is
currently permitted.

The property is within 1.5 miles of the American Electric Power Company’s
Clinch River Plant and related high voltage transmission system.
_ The property is fully permitted with existing local, state and federal
permits that allow for the reclamation and repurposing of the 232 acres for industrial

ao
Parterning for Progress, Connected for Success
P.O. Box 2378 + Lebanon, VA 24266 » 276-971-0690 russelleountyidacorg
4 IDA Russell County, VA
Industrial Development Authority of
Russell County, Virginia
development.
in closing, | hope that the explanation contained herein, along with the
attached documents and photographs and video, answer the questions that you
have posed. | would like to invite you to come and visit Russell County and tour
this amazing construction project. In the meanwhile, if you need anything further,
please let me know as soon as possible, and we will endeavor to get it into your
hands.
Yours very truly,
INDUSTRIAL DEVELOPMENT
AUTHORITY OF RUSSELL
COUNTY, VIRGINIA
By ter MeFadtlo
Erie McFaddin, Chairman
Parterning for Progress, Connected for Success ne —_ =
P.O. Box 2378 « Lebanon, VA 24266 + 276-971-0690 russellcountyida.org
Draft 6-29-20-2
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Eisst
Amendment") is made and entered into effective as of the __ day of July, 2020 (“Effective
Date”), by and between RUSSELL COUNTY RECLAMATION, LLC, a Virginia limited
liability company (“Seller”) and the INDUSTRIAL DEVELOPMENT AUTHORITY OF
RUSSELL COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia
(“Buyer”). Buyer and Seller are sometimes individually referred to in this Agreement as a “Party”
and collectively as the “Parties.”
A
B.
RECITALS:
Seller and Buyer have entered into that certain Asset Purchase Agreement, dated
April __, 2020 (“Agreement”)
Seller and Buyer desire to amend the Agreement as set forth herein
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, and agreements set forth herein, and intending to be legally
bound, the Parties agrec as follows:
Recital F of the Agreement is hereby deleted in its entirety and replaced by the
following:
“F. Buyer desires to purchase and acquire Tract A and Tract B, and Seller
desires to sell and transfer Tract A and tract B to Buyer, all upon the terms
and conditions set forth in this Agreement.”
‘Wherever in the Agreement the word “Lease” appears it shall be replaced by the words
“Right of Entry.”
Recital G shall be deleted in its entirety and replaced by the following
“G. Upon the sale of Tract A to Buyer, Buyer desires to grant Seller a Right
of Entry in the form of Exhibit B hereto.”
Exhibit B to the Agreement shall be replaced in its entirety by Exhibit B attached
hereto,
Section 2.01(b) shall be deleted in its entirety.

Section 2.01© shall be deleted in its entirety and replaced by the following:

“© the following structures present on Tract A as of the date hereof: (i)
all conveyors stacking tube, (ii) the bottom-dump hopper and related
structure, (ii) three thickeners and (iv) any rail not owned by Norfolk
Southern Corporations or its A filites;”"

ARTICLE IV of the Agreement shall be deleted in its entirety and replaced by the
following:

ARTICLE IV
PURCHASE AND SALE OF TRACT B
Section 4.01. Purchase and Sale, Seller hereby agrees to sell to Buyer and Buyer
agrees to purchase from Seller Tract B on the following terms and conditions:
(a) Description of the Property: Tract B shall be as described in Exhibit A-2 and shall
include the following structures: (i) the rotary dump, (ii) the silo and (iii) any rail
not owned by Norfolk Southem Corporations or its Affiliates and located on Tract
B;
(>) Purchase Price: The purchase price for Tract B shall be $1.00;
(©) Closing: The closing of the purchase and sale of Tract B sball occur during a ninety
(90) day period following receipt of written notice from Seller that Seller has
completed the Reclamation and bond release with respect to Tract B pursuant tothe
terms and conditions of that certain AML Pilot Program Subaward Contract
(attached hereto as Exhibit F), dated December 5, 2018, by and between Seller and
the Virginia Division of Mines, Minerals and Energy (“Project Reclaim
Agreement”). The Closing shall be at a time and place mutually agreeable to Seller
and Buyer with deliveries and conditions applicable to each party similar to those
that apply to the closing of the purchase and sale of Tract A, excluding the Right of
Entry. The provisions of Section 7.04 and 7.05 shall apply to the closing of the
purchase and sale of Tract B.;
(d) Exceptions and Reservations: Conveyance of Tract B shall be pursuant to a special
warranty deed from Seller, transferring the Tract B to Buyer, free and clear of all
Liens except the Permitted Encumbrances, which Permitted Encumbrances include
any rights reserved by Contura in paregraph 3© of the Seller’s Deed. Upon its
conveyance to Buyer, Tract B shall be subject to the Water Management Agreement
between the Parties.
Section 4.02. Covenant and Indemnification: Seller covenants and guaranties to Buyer
that Sell shall complete in all respects and fully comply with the Project Reclaim Agreement.
Further, as a condition to the closing of the purchase of Tract B, Seller shall indemnify and hold
Buyer harmless for an unlimited period of time from any loss or monetary damage arising from a
breach by Seller of the Project Reclaim Agreement or any extension thereof or supplement thereto.

The Exhibit List shall be modified by the addition of the following:
“7, Exhibit F Project Reclaim Agreement”
Except as set forth herein, the Agreement shall remain in full force and effect as
originally executed.

IN WITNESS WHEREOF, Seiler, and Buyer have caused this First Amendment
Purchase and Sale Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
Russell County Reclamation, LLC
By:
Ts:
Industrial Development Authority of Russell County Virginia
By:
Emie MeFaddin, Chairman
all he get ae | i
RIGHT OF ENTRY
THIS RIGHT OF ENTRY(“Agreement”)is effective as of the _day of
(2020, (“Effective Date") between the INDUSTRIAL DEVELOPMENT AUTHORITY OF
RUSSELL COUNTY, VIRGINIA, a polis! sbdivion of the Commonwealth of Virginia
(hercinafter referred to es “OWNER"), end RUSSELL COUNTY RECLAMATION, LLC, a
‘Virginia, limited liability company (hercinaficr referred to as “ENTRANT”). OWNER and
ENTRANT ar each hereinafter sometimes referred to individually as “Party” and collectively as.
“Ponies”
RECITALS:
‘A. By that ceria Special Wamanty Deed of even date herewith, tbe ENTRANT has
conveyed to OWNER certain property located in Russell County, Virginia, more particulerly
described on Exhibit A hereto (he “Property”).
B, ENTRANT is the operator of surfice mine permit No. 1302253 (Permit”fasved by the
Virginia Deparment of Mines Minerals ad Energy (-DMME") and isthe perminee NPDES Permit,
‘No, 082253, Both the Permit and the NPDES Permit pertain io the Property.
C. ENTRANT desires to sequire crtain rights to enter the Property in onder to conduct
certain operations thereon, including reclamation sctvities required by the Permil-end, to make
certain improvements to the Property forthe benefit ofthe OWNER and to assure access to cert
erin
‘additional property owned by ENTRANT and under contract tobe sold to the OWNER viz, Trect B__—~{fermatind Foes)
{8 the term is defined i the Purchase and Sale Agreement between OWNER and ENTRANT, ested
‘April _, 2020.
NOW, WHEREFORE, IN CONSIDERATION of the mutual covenants and
agreements of the Parties herein contained, OWNER and ENTRANT agree as follows:
FINITH
‘For purposes ofthis Agreement, certs terms ond provisions used herein are defined
1s follows:
‘Ssctlon LOL shall rocan any sale, assignment, subleting, transfer, morgage
‘or other transfer af control of the rights and obligations established hereunder, whether by volulary
action or operation of law, including, without limitation, ay sale of voting control of eny Party’s
stock or the merger of any Party into another corporation.
shall mean all col, coal refs, fines, coal waste or
‘Seollon 02. “Aereement” shall mean this Right of Enry ast may be amended, together
with the Exhibits hereto,
‘Sestion 04. “Coptract Year” shall mean the twelve-month period commencing on
Effective Date and each twelve-month period thereafter, if any.
‘Section 1.98 “Property” shall ave the mening ssc in the eile
‘Section 1.06. “Permit” shall have the meaning stated in the recitals.
Section 1.07. "Bachii Materia” shall mean ock, gravel, hale oe shes rome
trough to and place upon te Propery by ENTRANT as part of the process of improving the
Property
‘Sesllan 1.08. “Tog” shall mean x shor ton of two thousand (2,000) pounds.
ARTICLE
GRANT OF RIGHT TO ENTER THE PROPERTY
‘Seetlon 2,01. Grant.
‘From and after the Effective Date, OWNER hereby gens to ENTRANT on and
subject to the tems, covenants and conditions herenafer set forth the rights more
{ally et fort in ection 3.01 hereof forthe purpose reclaiming and improving the
Property as hereinaler set fot, including without liitation, complying with ll
tem and conditions of the Pemit and for accetsto Tract B
With respect to the portion of the Property identified on Exhibit A as the “Rall
Loedout Area", ENTRANT shall he right to unload material from rears, store or
‘lend such material and transload i into trucks,
Except as specifically set forth in Article V below, OWNER makes no
ions or warranties regarding the condition ofthe Property or the ability of
ENTRANT to conduct is operations thereon,
‘Section 2.02, Tere. The term ofthis Agreement shall commence on Effective Date ad end
‘upon the satisocion ofall requirements under the Permit e it applies tothe Property and the
reAgreementrlcase ofthe Property from he obligations ofthe Pera, unless sooner erinted or
sumendered as hereinafler provided. With respect othe Seale House Area, ENTRANT shall use its
bes lors icone canatan of th Sel Hou Ae an cnt he Seale Howe Are
beregreemenidrelease rom the obligations ofthe Permit andthe ssoeated bonds, Within tity
G0) days following reAgreementrcleas of the Scele House Are fom the Permit obligations and
Uhcessociated bonds, ENTRANT and OWNER shall erinat this Right of Entry with respec tothe
Scale House Area. Notwithstanding aything-te4heeontrery-hereinthe foregoing, OWNER shall
have the right to terminate this Agreement al ey time upon giving ENTRANT vein ntice not
{eae than one hundee eighty {180} deysyer prior to such termination, provided the ENTRANT’
sight to ingress and eres ross the Propet fr the purpose of ecess to Tract B shall continue
tui the completion of ENRANT’s reclamation obligations on Tract B,
ARTICLE NL
PROPERTY RIGHTS AND RESERVATIONS
Sectlon3.01, Use of Preperty. Subject the terms and provisions of Sections 3.02, 303
and $.01©, blow, fiom and afer the Eetive Dae, ENTRANT shall have the right enter Upon
the Property for he fllowing purposes:
operating, maintaining, ond using any and all equipment inching without limitation
ming equlpment sre, ccs nd any ter equines! whatever forthe
‘mining, removal, processing, ooding and hauloge of Carbonaceous Mater
‘ther equipment, machinery and movable personal property necessary for afl fe
‘efficiently conducting removal ofthe Carbanaceous Material;
1b, mining, screening, procesting, stockpiling, removing, shipping, and marketing
‘Corboraceous Material;
& depositing and placing upon the Propeny various quantities and q
Material;
oF Backsil
6 exercising al rights, privileges und ensements as may be necessary forthe operations
set forth above in this Section 3.01 and the reclamation ofthe Property as required
under the terms of the Permit, Such authority shall include the right to wilize any
existing roads, tram roads or trails and to construct access and haulage roads on the
Property as necessary for going access to the Property and conducting activites
‘consistent with the Permit; provided. however, ENTRANT shall oblain prior
permission from OWNER prior to consiructing any new roads, which permission
‘hall not be unreasonably withheld or conditioned.
Page 3
4 Theright to we the Rail Loadout Area to the extent reasonable consistent with the
Purposes and activites sel forth in Sections 2.01(b) and 2.01©, respectively.
& —Therightofingres and egoss across the Property tothe exes reasonably necessry
to perform ENTRANT permed activites on the Propery, for access by pesoanel
sand equipment to Tract B nd tothe extent reasonably necessary to cos the aiload
tracks and relied propery owned by the Norfolk Soother Corporation or its
sine.
Section. 3.02, Placement of Back(ill Material,
‘8. During the term of this Agrezment, ENTRANT shall deliver to the Property centtin
Backfill Metzrial in accorésncs the tems and conditions of that certain Grent
‘Agreement, dated January 9, 2018 by and between the OWNER and the Tobocco Region
Revializaion Commission (Tobacco Commission") as modified by the Section Il of
the Grant Reporting Form, dated December 31, 2019, submited by OWNER to the
‘Tobacco Commission (collesively, the "Grant Agreement”).
b, ENTRANT will indemnify and hold the OWNER harmless (fom any claim, loss or
monetary damoge that may arise from a breach of the Grant Agrcement by OWNER
‘caused by the actions or omisions of ENTRANT. I being undersiood by ENTRANT
‘and OWNER that ENTRANT shall lly comply with al tems and conditions ofthe
GGrant Agreement tothe exten that suck terms and conditions ae within the control of
the ENTRANT.
‘Scstion, 1.04, Probiblted Activities, ENTRANT is specifically proibited fro the
underiaking the following activities without the express, written permission of OWNER which
permission ry be grated or withheld at OWNER’ssoie discretion: (i seting any fire for eny
eason whatsocver; or (i) mining any coal from is natural, undisturbed sist and (ii) using the
Propeny for the generation, use, handling, matufaciure,tresiment, song dae Gpealt
any hazardous or toric subsuance or was, pollutant or contaminact (incloding without
pres Spree ee
‘Section 3.04. Property Rights Reserved te OWNER. Excspt tothe exten ofthe rights
expressly grated (othe ENTRANT and with dus regard fr ENTRANTS operntions on the Propaty
in accordance with this Agresment, OWNER reserves lo self, successors and assigns, all rights
‘whatuoever in and tothe Propery.
Pages
ARTICLELY
‘RENTS AND BACKFILL MATERIAL PAYMENTS
Scctlon4.01, Rental. Upon the execution ofthis Agreement, ENTRANT shall pay 10
‘OWNER the sum of Thiny-one Thousand Dollar ($31,000.00), ln addition, ENTRANT shallpay to
(Gwner the amount of Twelve Thoustnd Five Hundred Dollars ($12,500.00) onthe first and second
anniversary dates ofthis Agreement. The sum of the aforesaid payments, $56,000.00, shall be the
tolal compensation payable by ENTRANT to OWNER, inespective of the Lerm hereof,
‘Stction402, Backfill Materlalavmest, Duringeach calendar quarter there shall accrue
forpayment to ENTRANT by OWNER « Backfill Material Payment fr each and every cubic yard
‘of Bactill Material delivered to the Property atthe ae of 54.77 per cubic yard, provided tha the
{otal compensation ue ENTRANT forthe delivery ofBackfil Matra shall nat exceed $1,250,000,
PPaymeat ofthe Backfill Material Payment shall be made not more tan tweaty (20) days following
‘recip by OWNER of the Backfill Material Repor prepared by ENTRANT as provided in Section
403
‘Ststlon 4.03. Baskfll Material Report. ENTRANT shall, on or before the 20th day of
‘he months of April, July, October and January, furnish to OWNER a report (Ihe "Bacil Material
Report), signed and certified by an agent ofthe ENTRANT setting forth the following:
& The quantity in cubic yants of Backfill Material delivered to ond placed by
ENTRANT on the Property during the previous three months;
b, the amount of Backfill Material Payment due fr such three-month period,
Sestion404, Determination af Volumes. For the purposes of calculating Back
‘Material Payment, the volume of Backfill Matcrial shall be determined by ENTRANT ns follows:
‘4% slo Backfill Material shipped by trucks, the weight in Tons of each oud of Backfill
Motrial shall be detemied in accordance wit the proceduesseforhia Exhibit
‘which weight shall then be converted cube yards by the following forma: cu,
ys. = Tons x 0.72, The resulting volume sal be presumed tobe correct unless
such presumption s rebutted by clea and convincing evidene; oF
b, by such other method as may be agreed toby ENTRANT and OWNER.
ARTicLe Vv
OWNER’S REPRESENTATIONS AND WARRANTIES
‘OWNER represents, covenants and agrees that, subject oll exceptions and reservations set forth in
the instruments by which OWNER acquired title 1 the Property, OWNER bas fll power and
suthocity o enter into this Agreement and to perform the transactions contemplated hereby. This
Agreement and the provisions hereof consttwie legal and binding obligations of OWNER
‘enforceable in accordance with their terms. OWNER represents thal neither the execution aot
Page S
delivery of this Agreement nor compli
lance by OWNER with any of the provisions hereof will
‘conflict with or result in a breach of or default under eny ofthe terms, conditions or provisions of
‘any agreement or instrument to which OWNER is « pany or of any law or governmental of
‘administrative reguttion or restriction applicable to it.
ARTICLE VE
ENTRANT’S REPRESENTATIONS AND COVENANTS
|. ENTRANT’s Reoresentations and Covenanls. ENTRANT represents,
Sectlon 6.01.
covenants and agree, as follows:
b
ENTRANT has fll power nd authority to enter ino this Agreement and to perform
the transactions contemplated hereby. This Agreement andthe provisions hereof
constitute legal and binding obligalions of ENTRANT enforceable in accordance
with heir lems. ENTRANT represents that neither th excution nor deivery of his
Agreement nor compliance by ENTRANT with noy ofthe provisions hereof will
Conflict with or result in abreach ofr default under any ofthe terms, conditions ot
‘provisions of any sigrement or insirument to which ENTRANT is party or of any
Jw or goverumentl or administrative regulation or restriction applicable to it
ENTRANT shall be solely responsible forall labor performed upon or materials
fumishee tothe Property, and shall keep the Property fee and clear of any and al
‘mechanic’s labor oF material men’s fens rising therefrom, except in he case of non-
‘payment by OWNER of any payment duc ENTRANT hereunder.
Sabie tthe provishns ofths Agreement ENTRANT ates reponilly for
operations onthe Property and shal indemnify and hold haraless OWNER.
ning em hee fer tndan sone fly, demands of abies ts
‘fom or in gonnection with ENTRANT’s operations under this Agreement. No
‘employee ar agent of ENTRANT shall be deemed for any purposes to be an
‘employee or agent of OWNER.
[ENTRANT shal at al times comply with ll appliceble federal, tte and local laws,
rules and regulations relating 19 performance ofits activites on the Property.
‘Withoot limiting in any respect the generality of ENTRANT’S obligations asset forth
‘nthe frepoing sentence, ENTRANT shal (tall times conduct its opertions in
strict compliance with the Permit, the NPDES Permit end any other permits
‘applicable to ENTRANT’S operations onthe Propety; i) make and fie all maps,
spplicalions, repors and sitements required thereby axd make available copies
Page 6
thereof to OWNER; (jl) make availble to OWNER copes ofall permit, licenses
and govcmmenial approvals applicable to ENTRANT’s operations (jv) pos all
required surety bonds and furnish evidence thereof to OWNER; and (¥) indemnify
and save harcless OWNER from any liability, claims or demands arising out of and
attrbuisble to ENTRANT’s faire to observe any applicable laws, rules oF
regulations, OWNER shall ave the right o require ENTRANT fo cease any and ll
‘operations which ae in violation of any lav, rule, regulation, permit license or
governmental approval, ifsed violation snotcured by ENTRANT within he period
Allowed by law to correc the condition creating or conrbuting othe violation.
ARTICLE VEL
‘BOOKS, RECORDS AND INSPECTIONS
Sectlon, 7.01 Books and Records, ENTRANT shall keep accurae books and records ~
shawing the volume of Backfill Material sipped to and deposited on the Property and such other
records as will demonsirate ENTRANT’s compliance with the provisions ofthis Agreement,
{including but not limited tothe reconds requir by Section 4.03 and Exhibit B. OWNER shall have
taceess to such books and recor during business hours to the extent reasonably necessary (confirm
the amount tod type of Backiill Materia delivered tothe Proper.
Sestlon 702 Site Vist Upon recip of not leas than 24 hours prior noice, ENTRANT
shall allow OWNER through its engineers, geologists, agents or employee to ener upon the actual
sites onthe Property where ENTRANT is operating (he “Operation Sics) a reasonable times and
hours, for the purpose of examining, meaturng or surveying the operations pertaining 10 this
‘Agee aided wus () ny enon eri be Proper ding rm eo sa
‘uazardtrlning as required by the Mine Safety and Health Administration
{CMH yond) ht OWNER hl indo coJNU ENTRANT ales Goren ep all
cloims, demands and liability for personal injury or property damage while eny representative oF
invitee of OWNER is upon the Operation Sites, resulting otherwise than by « negligent act or
omission of ENTRANT, its employees, contractors and agents, and such representatives shall
exccute, if requested by ENTRANT, writicn waivers releasing ENTRANT therefrom.
ARTICLE Vil
PAYMENTS AND NOTICES:
All payrents required by this Agreement to be made to OWNER or ENTRANT shal be
‘made by check payable to the order of OWNER or ENTRANT, asthe case may be, at its address for
payments set forth below. Any notice or other communication required or permitted to be given
Ihereunder, shall be in waiting addressed othe Parties as follows:
ENTRANT: Russell County Reclamation, LLC
Page?
2700 Lee Highway, Suite B
Bristol, Virginia 24202
‘Anention: Kevin Large
Facsimile: 276-669-1327
OWNER: Industrial Development Authority of Russell Couaty, Virginia
P.O. Box 2378
‘Lebanon, Virginia 24266
‘Attention: Emie McFaddia
Facsimile:
Either Party may, from time to time, change its address for fturenotcss bercunde by notice in
accordance with this Article VII.” Any notice to be given hereunder wo either OWNER oF
ENTRANT stall be () peonaly give, i) sent by nana recogsiaed overnight corer
service or (i) sent by the United States mail egisterd or certified, return receipt requested, with
poslage prepaid. Notices und other comamunications hereunder to ithe Party elections end other
documents shal be effective when received by such Party.
ARTICLEIX
‘LIABILITY AND INSURANCE
‘Section 9.01. Linbilty, ENTRANT covenents aod ages to filly defend, protect,
‘indemnify and hold harless OWNER, it employees end agents romand agaist each aad every
claim, demand or cause of ection si any libilty, cost expense eluding, but not limited 10,
attorney’s fees and incured in defense of OWNER), damage of loss in connection
therewith, which may be made or asserted by ENTRANT, ENTRANT’s employecs or agents,
subsontncors, or any third parties (inclading, but not limited to, OWNER’s agents, servants OF
employees) on account of personal injury or death or property damage caused by ENTRANT’S
activities or operations under this Agreement, except such a8 may result from OWNER’s sole
negligence. ENTRANT’S ‘under this clause shall survive the termination of this
‘Agreement.
‘Section 9.02, Insurance, ENTRANT shall maintain, at ENTRANT’s sole costa all
times afler the dae hereof, the insurance coverages set forth belaw with companies licensed by the
‘Commonwealth of Virginia with policy limit m amounts not less than those applicable for such
asset forth. Acetificate naming OWNER as an sdditional insured, evidencing coverages
(except for Worker’s Compensttion) shall be delivered to OWNER prior lo commencement of
‘ctvitis or operations pursuant to this Agreement. Such certificate shall provide that any change
‘esticting or reducing any such coverage or the cancellation of any policy under which any such
cenifical sieved shall not be valid as respects the OWNER’s interest therein until the OWNER,
bas received thy (30) days notice in writing of such chenge or eancellation:
Poge 8
Worker’s Compensation and Occupational Disease Dissbllty Insurance - as
required by the laws ofthe Commonwealth of Virginia,
b. Employer’s Liability Insurance - inthe amount of $1,000,000;
© Comprehensive Automobile Llailty Insurance - covering owned, non
‘owned end bird vehicles with mis of bility of rt leas then $100,000
per ocurencs ($2,000,000 agregae fr bol injury and propery damage
d. — Comprehensive General Liability Insurance - $1,000,000 per occurrence;
‘$2,000,000 aggregate,
Failure ofthe ENTRANT o keep the required insurance policies in fll force and effect during the
term ofthis Agreement shall constitute an Event of Defaults provided below. Nothiog contained in
these provisions relating to coverage and amounts set out herein thell operate as a limitation of
ENTRANT’S lability under the teas ofthis Agreement.
ARTICLEX
ASSIGNMENT.
Section 1001. Ansenment by ENTRANT. ENTRANT shal got cause or pemit the
‘Assignment o his Agroemeny, in whole a in pan, or ENTRANTS rights hereunder without Gist
‘obtaining the written consent of OWNER. OWNER’s right to grantor withhold its consent to any
proposed Assignment hall be within is sole discretion. Any pupored Assignment involation of
this Section 10.01 sal be ul, void and of no effect and shall eonsitte an Event of Defal as
provided below. Nothing herein shall prohibit ENTRANT from engaging independent contractors 10
perform the reclamation ofthe Property orth transporting end placing of Backfill Motel upon the
Property.
‘Section 10.02. Assignment by OWNER. OWNER may freely cause the Assignment ofits
rights as lessor under this Agreement and/or the Property, subject tothe terms ofthis Agreement.
ARTICLEXI
PAYMENT OF TAXES AND FEES
ENTRANT shll pay alliaxe, fc, levies excises, assessments ens fers, peri fees,
bond premiums and other goversmenial-eaied charges, general of special, ordinary
ceximordinary, foreseen and unforeseen, of any kind or mature Whtsoever that may be assessed,
inmposed or required by the United Stes or the Commonwealth of Virginia ensing fom
ENTRANT’s operation under this Agresmeat. Toth extent required, OWNER shall py when de
al el estate tes assessed against the Property.
Page 9
‘Section 12.01, Events of Default
Event of Defoult under this Agreement:
ARTICLE XI
DEFAULT, TERMINATION AND FORFEITURE.

Any one or more of the following shall constitute an

ITENTRANT shall fil to pay any rent or other payment to be made to OWNER
hnereunder fora period often (10) days following receipt of written notice that such
teat or other payment is due, rf OWNER shall fail to pay any Backfill Payment ot
‘other payment to be made to ENTRANT hereunder fora period often (10) days
following receipt of writen notice that such payment is due;
IC ENTRANT sball ile voluntary petition for bankruptcy, shall be adjudicated
‘bankrupt or insolvent, shall make a general assignment fot the benefit of crediors or
shall have (citer voluntarily or iavoluntarily) appointed any uses, receiver of
liquidator to arange is afar;
‘The Assignment ofthis Agreement in violation of Section 10.01;
‘The creation by ENTRANT of any condition on the Property which constitutes an
neces haar or common low matnce and ely to iepote open
OWNER a duty to abate or mitigate such condition orto incur
tania sch conan so sto rod polio or Canage to the enone ot
persons or Property; or
Fallure of ENTRANT to perform or observe any covenant, provision, tem, resiic-
tion or condition required to be performed or observed by ENTRANT under the
{terms of this Agreement or imposed upon ENTRANT by operation of law.
Scstlon12.02. Remedies
All of the payroens herein agreed tobe paid by OWNER to ENTRANT shall be pad
13 specified herein without demand and shall be deemed and tested as res reserved
‘upon contract by ENTRANT which reserves toitslf al rights and remedies under ll
resent and future laws of the jurisdiction where the Property is located for the
collection of same,
{the event of eny defaultby ENTRANT which is ot cured by ENTRANT within
sixty (60) days (or which ENTRANT bas not commenced to cure, with respect 0.8
‘default which cannot reasonably be cured witha in sixty (60) day) fllowing receipt
‘of notice from OWNER, OWNER shall have the right to exercise any remedy
Available at law or equity.
Page 10
© tec by OWNER or ENTRANT of any remedy provided herein shall wot
prelude such party from exercising anyother remedy provided herein or avaible at
ty, being the intention ofthe Parties that their remedies hereunder shall
be cumulative and shall survive the termination ofthis Agreement.
‘Section 12.03 Inthe evento
‘rmination ofthis Agreement for any reason, ENTRANT egres 1 cxase is operations on the
Property and remove its personnel end equipment as herein provided ENTRANT shall be the
right fora peri of sixty (60) days 1 remove is machinery, lols, equipment and other personal
‘propery, erected or placed upon the Property by ENTRANT afer the dei: hereof. All such
‘chine, tots, equipment or othe personal property, not remove price the expiration of six (6)
‘months following the tenmistion ofthis Agreement, shall then atthe election of OWNER be
deemed fixed othe Property end shall become and rma the sole Property of OWNER, or shall
beremoved by OWNER al ENTRANT s expense, sod ENTRANT sal imburse OWNER the cost
‘of such removal upon demand.
ARTICLE XIE
GENERAL PROVISIONS
Sccilon 13.01. Memerendum-er-Recording, This Agreement shall not be recorded for,
by or on behalf of either Party.
‘Sectlon 13.02, Headings. The sections, titles and other headings of this Agreement (other
than the dfn) re etd only for eonvenience and shal ot contol or aes che meaning.
‘construction or interpretation of the Agreement or affect its terms and provisions, Unies otherwise
Indeatedtohe conrry efereaces fo Arles nd Seton shall lo Ailes and Sections f his
‘Agreement
Section 13.03, ‘This Agreement sll be interpreted and governed by the
awe of the Commonwealth of Virginia, without regard tothe law thereof reganding choice of law.
Sectlon 12.04. Laws and Regulstlous: Severability, This Agreement shall be subject to
all applicable federal, state and local laws, rules and regulations or public bodies exercising
Jurisdiction over the Agreement or the development or operation of the Property. Inthe event any
provision ofthis Agreement is, or the operstions contemplated hereby are, found ta be inconsistent
‘with or contrary to any such law, rile or regulation, the later shall be deemed to control and this
Adres sallbe regarded a modedasodingy, dso modied sal continu in fl forse
effect,
‘Section 13.05, Welver, Modifeationer Amendment. No failure ordeley onthe partof
cither OWNER or ENTRANT in exercising any oftheir respective rights hereunder upon any failure
Page 11
by the other Party to perform or observe ery condition, covenant or provision herein contained shall
‘operat asa waiver thereof, nor shall any single or pata exercise of any of wch rights rece any
other or further exercise thereof orthe exercise of anyother righthercender, Nether this Agreement
‘nar any provision hereof may be supplemented, changed, waived, discharged or terminated omy, ot
by any course of dealing or trade usage, but only by an instrument in writing signed by the Paty
syainst whom the enforcement of the supplement, change, waiver, discharge or termination is
sought
Section 12.06, Blndlag Effet. The tems, conditions end covennisconisind in this
‘Agreement shall extend abe binding upon, ead inure tothe benefit of the sccesoc, egal repre-
Seniaives and assigns ofthe Pies hero, subject othe restos on assignment st forth in
Aacle
‘Sectlon 13.07, Enlice Agreement. This Agreement is the enire agreement between the
nies petining tothe subject mater hee and supersedes ll pir representations, negoions,
‘wrings, memoranda and agreements with respect to the subject mater hereof. Any pioe
agreements, promises, negotistons or representation nt expressly st forth herein wre of mo force
snd effet.
Scetion 13.08 Time of Essence, Time is ofthe essence of each and every obligation in
this Agreemeat,
Isignatures on fllomiog page]
Page 12
IN WITNESS WHEREOF, the Parties hereto have duly exceuted this Agreement, the
day and year frst above writen:
INDUSTRIAL DEVELOPMENT AUTHORITY OF RUSSELL COUNTY, VIRGINIA
By:
Nae:
Tile:
RUSSELL COUNTY RECLAMATION, LLC
Page 13
EXHIBITA
DESCRIPTION OF THE PROPERTY
‘Tract I (the Prep Plant tract):
‘A tractor parca of surface land fying and being entirely berween the rights of
way of Virginia Rie. 615 and Nocfolk Southem Railway C’NS”), BEGINNING at
sn ion pn st (1) nthe west right of way of said Re, 615 at Si. 381400, 65 fet
west ofthe cenerine, with said point being approximately $75 fet non ofthe
cntrance ofthe msin access road ta the preparation plat and 1,400 feet south of
the intersection with said Rie. 600, thence running southwest withthe right of
way a centerline dstnce of
5,887.25 feet oan iron pin set (2) athe intersection of sad Rie. 615 right of way
‘and the exsiem right of way of NS, at Ric, 615 Si. 322+12.75 end NS Sta.
'95465.13, from NS plans, with sad poiat bing 75 fect north ofthe highway
‘entering and 50 feet east ofthe alroed centerline, thence ranting with the
‘ailroad right of way northeast a centerline distance of
4,662.61 feet using arc definition of curves and
4,661.46 fect using chord definition, to wa irom pin st (3) inthe right of way at
Sin, 142426.59, 50 feet east ofthe centering, thence leaving the NS right of way
‘and rumaing eas through the lands of Russell County Reclamation, LLC (“RCR”)
50.05 create this tract
1N 87-22-13 E, 309.72 feet to anion pin st (4, thence
'$ 74-44-50 E, 732.23 fet to ne point of Beginning, and containing 119.05 acres,
‘excepting and reserving however, two sal cemeteries having a toal of 0.17,
‘eres, fora net aca of 118.88 acres, more ores.
‘Teact2 (the Detached tract):
‘A tract or parce of surface land lying and being just norhorest of the
southwestern parin ofthe above described Tract |, northwest ofthe NS railroad
‘and onthe northeast side of said Rte. 615, BEGINNING at» PK nail set (5) ia
rock inthe centerline of Middle Fock inthe right of way of sald Rue. 615 at Sm.
'303+00, 39:38 feet northeast of the centerline, thence leaving Ric. 615 ond
funning through the lands of RCR so as to crest this tact
'N 1-06-04 W, 110.21 feet w an iron pin (6) set at approximately 15 feet eat of
the centerline of sid stream, thence
1N 44-50-05 E, 428.21 feet to-an iro pin (7) set on the west edge ofan old logging
road, thence
1N 16-28-02 W, 110.14 feet on iron pin (8) st inthe east edge of an old road
Poge 1d
bed thence
1N 46-50-59 €, 282.23 feet to an iron pin (9) on top of« knob, thence
1N 54-43-40 E, 96.39 fet loan iron pin (10) set in the centerline ofthe spur,
‘hence running with the spur, crossing the knob and continuing onto the
aorthwest side of suid spur
1N 29-10-11 E, 440.86 feet to on iron pin set (11) on the north edge ofan old
Jogging road at approximately 150 feet northwest of the eeatcrine of the spur,
1N 66-27-30 B, 369.93 fet to anion pn st (12) ona steep slope approximately
{80 fee northwest of the centerline of the spur, thence
'§ 12-26-26 E, 183.76 feet loan iron pin set (13) inthe centerline ofthe spur inthe
‘west edge ofan old logging road, thence
'§ 23-56-32 E, 332.95 fet fo an iron pin set (14) ontop of a knob, thence running
‘ecally down the spur and offs end
321-1425 B, 114549 fee to an ron pin set (15) ons reclaimed slope at
‘approximately 200 feet northwest of en access road, being that which runs
‘easel the rad, hws nang gee souhwe sove ides
‘5 61-53-17 W, 383.12 fet to an on pin st (16) on a slope wpproximatly 180
feet nonhuest of said access roed thence ~
§ 35-33-33 W, 319.04 fect tan iron pin set (17) on a slope approximately 190
{eet northwest ofthe acess road, thence
§ 60-55-51 W, 295.94 fee ton iron pin sc (18) on slope approximately 70 fet
orth ofthe access road ata gate, thence
1N60-04-12 W, 237.08 fee on rom pin set (19) inthe northeastern right of way
‘of said Ric. 615 at Sta, 312400, 40 feet northeast of is centelng, with sid poi
being approximately 200 fet northwest of the entrancsof sad access red, and
980 fot norhvest ofthe Rue, 615 mload bridge, thence runing northwest with
said right of way ecenertine distance of
‘900.00 fet tothe point of Beginning and containing 43.70 aces, more or less.
‘Tenet 3 (the Southern tract of the Truck Seale property}:
‘A smal et oc pret of surface land ying ond bing onthe exst side of Ric 615
fd the southside of Rie 600 where it eaves Re. 615 running ext,
BEGINNING at ion pins (2) inthe east right of way of Rc. 615 et St
383+17.10, 40 feet east of the centerline, with said point being approximately 800
fect north of the entrance of the main secess road to the preparation plant and 740
{eet south ofthe scale house, thence oaning north with height of way
centerline distance of
1,173.95 feet to the intersection of Rte. 600, thence leaving Rte. 615 and running
casterly with said Rte, 600 e centerline distence of
‘288.98 fect to an iron pin set (21) t Sta, 12¥88.98, 25.32 feet southeast ofthe
‘centerline in the projection of the southeastern chain-link fence line ofthe
‘wansformer storage lt, which lot was excepted and reserved Parcel 2 described in
‘the deed whereby RCR acquired subject property from Contura Capp Land, LLC,
Page 15
15 referenced below, es point 2.54 feet northwest ofthe Westerumost pos,
thence running through and with said southeastern fence Hine
1531-10-37 E, 95.19 fet to the southernmost fence post, thence leaving suid
transformer lot and running through the lands of CR 50 as to crate this tact,
'§ 16-22-33 E, 338.79 fet to an iron pin se 22) inline of lands ofthe
CClinchfield Coal Company eta, thence with on line of Clinchfcld
5331-03 W, 91.26 ert tothe pont of Begining, and conising 691 aes,
‘more oF
‘Tract 4 (the Northern tract of the Truck Seale property}:
‘A small tet or parce of surface len lying and being entirely berween the rights
of way of Rt, 600 and Ric. 778, and covering that ares completly, BEGINNING
at an iron pin st (23) in the intersection of sad rights of way al Sta. 53.62 of
Rie, 778, 20 et southeast ofits centerline, and Sta. 4495.30 of Ric, 600, 20,
northwest ofits centerline, thene leaving Re. 778 and runing southwesterly
‘with the Rte. 600 right of way a centetne distance of
495.30 feet tothe intersection of sid Ric. 600 and Ric, 615 atthe point where
Rie, 600 leaves Ric. 615 on the main highway, thee continuing northerly with
the Re. 600 right of way acenterine distance of
‘508.08 fect to an iron pin sct (24) inthe intersection of the rights of way of sid
Ries, 600 and 774 m Sta, 399498.13 of Ric, 600, 54.87 fect eas ofits cent
and Sie, 6495.68 of Rie. 778, 20 feet southwest ofits
centerline, thence leaving Rie. 600 and naming southeaseey with the right of
‘way of Rte. 778 a centerline distance of
‘642.06 feet othe Beginning, and continin 1.74 acres, more ot les,
‘withthe four sbove described tracts coniining a folal of 171.23 acres, more or less, and all being
‘part or portion of the surface lands conveyed from Contura CAPP Land, LLC to Russell
‘County Reclamation, LLC by deed dated March 27, 2018 as shown recorded in Russell County
‘5 Instrument 1600665,
‘and all as shown on Sheets 1 and 3 of the Plat, et of thee, entitled “Russell
Reclamation, LLC… Russell County industriel Authority” dated January 7, 2020, attached
hereto and made a pet hereof, of recordin Russell County Plat Cabinet in Slides.
Page 16
Page 17
EXHIBITB
DETERMINATION OF BACKFILL MATERIAL WEIGHTS,
ENTRANT willis the ane grovel metodo mil nen ENTRANT nd he
‘of Mined Land Reclamation (“DMLR") forthe purposes of tracking and,
Dabitng aves for payment for Beil Mate dlverd be open
‘On a daily bass, each truck operntor will keep» writen log ofthe weight of Backfill Meteral
fer cach toad placed on the Property. At tke end ofthe truck driver’s shi, the tuck driver will
review the numberof loads and weight ofeach load and enter his signature on the day’s weight
ticket of Backfill Material delivered. The job foreman wll collect the duly track weight tickets
from each truck driver and forward them othe Project Manager.
‘The Project Manager will review the weight tickets and prepare a monthly reconeilistion ofthe
Backfill Material placed on the Property ilizing the conversion factor fro tons to cubic yards
asset fort in Section 404 ofthe Agreement.
Exch lod of Beckfill Material will be weighed by the truck’s on-board n-eab sele. These
‘scales are calibrated seasonally by the OEM dealer (Volvo, MeLung-Logen Equipmeat Co, Inc,
Norton, VA), From me to time, & CAT 980 Loader with on-board scales wil also be utilized to
‘check weights of Backfill Material,
Poge 18
United States Department of the Interior
OFFICE OF SURFACE MINING
RECLAMATION AND ENFORCEMENT
(a Viger Ean
(Ceateson, Wet Veriia 28301
Mr. Wi liam Wampler
2700 Lee Hwy
Bristol, VA 24202
Dear Mz, Wampler,
‘Thank you so much for your tour of the Golden Pond Enhancement and Project Reclaim on
August 28, 2019. Your first-hand knowledge of the site made this visit invaluable to the
Chatles-on Field Office during our 2019 Offsite Training. Some of attendees rarely sec the active
reclamation or mining sites, and being able to see reclamation in action provides a wonderful
perspot’ive to the work others in the SMCRA community are performing, Specifically viewing
an AML PILOT project, where non-traditional approaches to reclamation and end uses are
uti ives each of us a glimpse into e new and different type of project. We truly appreciate
your time and effort towards our visit to your site.
Sincerely,
WE
Roger W. Calhoun, Director
Charleston Ficld Office
WiIv1D3y 193f0ud
ONOd N3C109
N¥AHLNOS NIOUON
dvd SNIGIING
Val 09 TIASSNY TNLNA |
‘ae Pe ein, Ove Oe
January 7, 2020, Seale: I" = 100
os
Sheet 3 of 3
j
ee
if
=
:
aH
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e UL GE fates ode ele
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PGT a LE at
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i BURR ae elope
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eeeommmonen CUTE] SS Se
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x
alae
Russell County Industrial Authority
and fi tobe covered by
‘mn Option Aprerentbetezn these parties
Being 8 portion or part of the surface land conveyed to RCR-
gaia inden AC
& we i Chee el
Sesto
Located on the waters of Dumps Creek at and in the vicinity
i sae ae ec te
Maat 3 Pep
arian ‘auch cooky Vag
Sheet | of 3 mi oe =r = January 7, 2020 Seale: 1" = 300°
1 any yt pt a ae
Mr. McFaddin,
‘Thanks very much for reaching out to Norfolk Southern’s Industrial Development team. John Matney
hhas shared some info about the Moss 3 reclamation project and we are pleased to be involved.
Yes we would like very much to visit the site in the near future… Currently we are assembling some
possible dates for a visit and as soon as | have some options | will get them to you.
You may know that Norfolk Southern maintains an inventory of sites throughout our service area…
‘These sites are typically sorted into three categories; A Prime Site, An Available Site and a Potential
Site…\n this case, it would be our desire to include the Moss No.3 site as a Prime Site.
In order to be considered an NS Prime site, the following criteria must be met:
‘+ Must have an NS Conceptual plan prepared for the site, demonstrating efficient rail access
to the site.
Be for sale, with price and established terms and conditions determined.
Have a clear plan and understanding of all utilities available at the site along with any
advantages and/or constraints, A timeline for utlty construction if required.


Have supporting documentation such as workforce avallability, topo, aerial images, flood
map, etc.


Be able to produce an electronic brochure {PDF} of the site materials so that NS/EDC can
react quickly to project requests.


‘We can discuss these items in more detail when we meet together on-site… As you can Imagine, in
today’s business climate, Its important to have rail servable sites readily avallable for fast-track
development and the Moss No.3 site is certainly @ candidate for Prime status. Going forward, after
getting a concept plan together to demonstrate rail service, NS would be happy to provide a letter
‘stating our pledge to provide rail service to the site and in return we ask that you include the NS Prime
Site logo in your marketing materials. This logo would be an indicator to a prospect that NS has worked
with the state and local EDC to insure rall service to the site,
| look forward to meeting on-site and we are pleased you have reached out to NS Industrial
Development and look forward to alding in the marketing of your site.
With kindest regards,
Jeff Cline
Norfolk: Southern Conporaton
209 Shenae Ave. NE | Hooke, VA A016
tice (0) 525 4398 [cet BaD 20-9022
dsiicine@necomcom