Charles M. Courtney Direct Dial: 717.237.5296 Direct Fax: 717.260.1676 ccourtney@mwn.

com

March 3, 2014

VIA E-MAIL Board of Supervisors Dickinson Township 219 Mountain View Road Mount Holly Springs, PA 17065 RE: Goodman North American Partnership Holdings, LLC / Goodman Logistics Center Our File No. 33014-0002

Dear Board Members: This letter follows up the Board of Supervisors joint meeting with the Carlisle Borough Council on February 24, 2014. At that meeting, various questions and comments were raised about truck access to Allen Road, traffic generation, air quality, jobs, and the area-wide groundwater contamination that originated from an offsite source. This letter addresses these questions and comments. TRUCK ACCESS WILL BE RESTRICTED TO ALLEN ROAD As reflected on Goodmans sketch plans, truck access to the portion of the Goodman Logistics Center (the "Center") that is located within South Middleton Township, Carlisle Borough, and Dickinson Township is to be provided solely via Allen Road. Goodman has not proposed, and does not desire, truck access to Ritner Highway for this portion of the Center. At the joint meeting, there was significant discussion about whether such access to Allen Road would be permitted if the Borough did not adopt the text amendment to permit warehousing in the Boroughs Industrial Commercial District. As indicated in our letter of February 24, 2014, we believe that such access clearly is permitted as a matter of law, and we are confident that the Borough will confirm that such access is permitted when its review is completed. Goodman understands the Boards concerns with providing truck access to Ritner Highway. To ensure that Allen Road remains the sole means for truck access, Goodman agrees to (i) restrict truck access to Allen Road on all conditional use and land development plans for the Goodman

Board of Supervisors March 3, 2014 Page 2 Logistics Center that are submitted to South Middleton Township, Carlisle Borough and Dickinson Township and (ii) accept as a condition of such conditional use and land development approvals that truck access be limited to Allen Road and that, when exiting the site, trucks be restricted through signs to make only right turns onto Allen Road. In addition, to address the Boards concerns about truck access to Ritner Highway for the portion of project that is located in West Pennsboro Township, Goodman hereby agrees to withdraw and permanently forego the West Pennsboro portion of the project. As a result, the Goodman Logistics Center solely will be located on the 125 acres located at the Allen Road/Exit 44 interchange, and truck access for the entirety of the project will be limited to Allen Road. GOODMAN LOGISTICS CENTER MEANS LESS TRAFFIC THAN CURRENT ZONING Of the site's 125 acres located at Allen Road/Exit 44, approximately 86 acres are located in Dickinson Township. If only this 86 acre portion of the site were developed under Dickinson Township's current Business Recreation zoning classification, more than 600,000 square feet of retail/commercial uses could be accommodated. Retail, restaurants, and other commercial uses also are permitted on the remaining 39 acres of the site that are located in South Middleton Township and Carlisle Borough. This additional 39 acres conservatively could accommodate another 300,000 square feet of retail/shopping center/restaurant uses. Accordingly, the 125 acres conservatively could yield 900,000 square feet of commercial development. This 900,000 square feet is estimated to generate the following number of trips based upon the Institute of Transportation Engineers Trip Generation Manual: ITE Trip Generation Summary - 900,000 SF of Retail
Land Use (code) Size Shopping Center (820) 900,000 SF Average Weekday Vehicle Trips (vpd) AM Peak (vph) Enter 477 Exit 293 Enter 1,555 PM Peak (vph) Exit 1,686

35,634

Board of Supervisors March 3, 2014 Page 3 In comparison to this 900,000 square feet of commercial uses, the Goodman Logistics Center, factoring in the withdrawal and elimination of the West Pennsboro Township land (as noted above), is estimated to generate the following number of trips: ITE Trip Generation Summary - 2,033,000 SF of High Cube Warehouse
Land Use (ITE Land Use Code) High Cube Warehouse (152) (Total) Passenger Cars Heavy Vehicles Size (million sq. ft.) 2.033 Peak Hour Trips Daily Trips 3,415 2,114 1,301 AM Enter 179 137 42 AM Exit 80 61 19 PM Enter 81 56 25 PM Exit 180 124 56

As reflected in the above tables, the difference in traffic generation between commercial development under current zoning and the Goodman Logistics Center is quite staggering. Current zoning will generate more than 32,000 more vehicle trips per day (or 10 times the vehicle trips generated by the Goodman Logistics Center). The previously provided Transportation Impact Study for the Goodman Logistics Center shows that the existing Exit 44 improvements have more than sufficient capacity to accommodate the Goodman Logistics Center and operate efficiently; however, the more than 10 times greater trip generation from commercial development under current zoning will cripple the interchange and nearby intersections and likely will require additional, significant public investment in infrastructure improvements from the Township, PennDOT and/or other municipalities. As reflected in the below table, even if just over one-half of these commercial uses were actually developed (for example, 500,000 square feet, which is approximately the size of the Silver Spring Square shopping center in Silver Spring Township, Cumberland County), the trip generation of this lesser commercial development still would be more than 5 times the trip generation of the Goodman Logistics Center and still would have a much greater impact on the operation and efficiency of Exit 44 and nearby intersections. ITE Trip Generation Summary - 500,000 SF of Retail
Land Use (code) Size Shopping Center (820) 500,000 SF Average Weekday Vehicle Trips (vpd) AM Peak (vph) Enter 258 Exit 158 Enter 845 PM Peak (vph) Exit 916

19,332

Board of Supervisors March 3, 2014 Page 4 Accordingly, it is clear that the Goodman Logistics Center will produce substantially lesser traffic impact than commercial development that is permitted under the current zoning. GOODMAN LOGISTICS CENTER MEANS LESS TRUCK TRAFFIC THAN CURRENT ZONING As reflected in the following table, commercial development under the current zoning would produce a number of truck trips that exceeds the estimated truck trips for the Goodman Logistics Center: Heavy Vehicle Trips
Land Use (ITE Land Use Code) High Cube Warehouse (152) Retail Retail Size (sq. ft.) 2,033,000 900,000 500,000 Heavy Vehicle Trips 1,301 1,782 967

Accordingly, the current zoning of the property actually can generate more truck trips than the Goodman Logistics Center. Even a modest 500,000-square foot build out of the 125 acres will generate nearly the same number of truck trips as the Goodman Logistics Center. Moreover, with commercial development of the 125 acres, and in particular the 86 acres in Dickinson Township that does not adjoin Allen Road, there would be no guarantee that truck access would be restricted to Allen Road. Indeed, with the potential for separate commercial development of the 86 acres in Dickinson Township, and the fact that this land does not adjoin Allen Road, it is possible (if not likely) that trucks would have to turn onto Ritner Highway to access the 86 acres. Accordingly, not only does the current zoning have the potential to yield more truck traffic, such zoning makes it more likely that trucks will utilize Ritner Highway for access. As noted above, with the Goodman Logistics Center, truck access will be limited to Allen Road. GOODMAN LOGISTICS CENTER MEANS BETTER BUFFERING THAN CURRENT ZONING With the proposed rezoning and text amendment for standards that apply to warehouses, a 15foot high earthen berm will be required to be constructed along the entirety of the western boundary of the property. This berm is required to be located within a 200-foot buffer yard. With a maximum slope of 3 to 1, the berm will span a distance of approximately 100 feet. In addition to the 15-foot high berm, Section 205-30 will require screen plantings to have a minimum height of six feet at initial planting. These screen plantings must provide a minimum

Board of Supervisors March 3, 2014 Page 5 opacity of 80%. This opacity is to be provided via staggering evergreen and deciduous plantings in at least two rows. These dense landscape plantings will be required to be placed on the berm. With a commercial build-out of the property under current zoning, no such buffer will be required. As a result, these commercial uses not only are permitted to be closer to adjoining properties, but there would be no substantial visual obstruction, such as the berming and landscaping that is required under the current zoning. Accordingly, such commercial development likely would have a greater impact on adjoining properties in terms of noise and glare. GOODMAN LOGISTICS CENTER MEANS LESS POLLUTION THAN CURRENT ZONING As noted above, a modest commercial build out of the 125-acre site will generate nearly the same number of trips as the Goodman Logistics Center, and a fuller commercial build out will generate more truck trips than the Goodman Logistics Center. With the number of trucks trips between the commercial development under current zoning and the Goodman Logistics Center being approximately equal, one main difference between these developments from an air quality standpoint becomes the 5 to 10 times greater traffic volume that would be generated by commercial uses. As noted above, the commercial development will yield more than 32,000 vehicle trips (for a 900,000 square foot development) and nearly 16,000 vehicle trips (for a more modest 500,000 square foot development) greater than the trips generated by the Goodman Logistics Center. As a result, commercial development under current zoning would generate more air pollution than the Goodman Logistics Center. Moreover, because the commercial development is not required to have any substantial barrier such as the 15-foot high landscaped berm (which, with the 6-foot high trees at planting, will have an effective height of 21 feet), there will be no barrier to interrupt air pollution, including PM 2.5. Contrary to what so-called "experts" said at the joint meeting on February 24, 2014, the use of trees and berms can be effective in controlling pollution. Attached is a Cornell University PM 2.5 capture study that explains the beneficial effects of vegetation. MOBILE SOURCES CONSTITUTE SMALL PERCENTAGE OF PM 2.5 EMISSIONS As shown in the following tables, of the PM 2.5 emissions that are created by mobile sources, diesel truck emissions contribute to only a small portion (3.5%) of PM 2.5 in Cumberland County. Substantially greater PM 2.5 emissions are produced by residential fuel combustion (17.9%) and dust (21.9%). Gasoline emissions comprise 1.9%. This information is reflected in the attached charts. Please note that this data is from 2008 and does not reflect the newer cleaner standards for diesel engines that the EPA promulgated in 2007. GOODMAN LOGISTICS CENTER MEANS A CLEAN WATER SOURCE As noted in our letter of February 24, 2014, there is area-wide groundwater contamination. Prior investigations of other lands in the area concluded that the contamination originated from an unknown source that is believed to be located to the south of I-81. This offsite source

Board of Supervisors March 3, 2014 Page 6 contaminated the groundwater that exists far below the surface of the source site. The groundwater then migrated to the north and northwest below numerous other properties (including the Goodman site) and, as a result, created an broad, area-wide plume of contamination. The only feasible way to clean up and remove the groundwater contamination is to treat and remediate the source of the contamination at the source site. This remediation necessarily involves finding and removing the TCE at the source site. Otherwise, contaminated ground water will simply continue to migrate from the source site and contaminate other properties. Accordingly, it is not feasible to remediate this existing groundwater contamination from the Goodman site. The same was true for other non-source properties for which PADEP granted Act 2 liability protection, including the Lippert tract, Loring tract, Financial Trust tract, and Pinto tract. The Act 2 closure agreements required that these four properties be restricted to prohibit use of groundwater for drinking purposes. Only these four properties are subject to that restriction, but any other lands for which Act 2 liability protection is sought likely will be similarly restricted. Because it is not feasible to remediate the groundwater contamination from the Goodman site or any other non-source site, the next best alternative is to ensure that a safe source of drinking water is available. Goodman intends to extend public water lines into the site from Allen Road. To ensure that a safe source of drinking water is available for other properties to the north and west of the Goodman site, Goodman will agree to construct an additional extension of the public water line to Ritner Highway. This extension will serve as a connection point for additional water lines and laterals that may be installed by others to provide a clean source of water to properties that likely are affected by the existing, area-wide groundwater contamination. THE REAL FACTS ON WAREHOUSE VACANCIES IN THE CARLISLE AREA In various public meetings, a great deal of inaccurate information has been presented about vacant warehouses in the Carlisle area. The following are the real facts about vacancies: In the Carlisle area, there are no vacant class "A" buildings with more than 700,000 square feet of available space, which is the market for the Goodman Logistics Center. There are two buildings with more than 700,000 square feet that are approved to be constructed; however, these buildings have not been constructed: o Prologis (Not Built): Appx. 1 million square feet; and o Verus Partners Exit 37 (Not Built): Appx. 1.2 million square feet.

Board of Supervisors March 3, 2014 Page 7 GOODMAN LOGISTICS CENTER MEANS BETTER JOBS THAN CURRENT ZONING Attached is an analysis that includes actual Cumberland County data. This actual data is in stark contrast to the misleading information than was taken from a biased, out-of-date study from Illinois. As indicated in the attached analysis, typical workers in the logistics industry in Cumberland County earn anywhere from 5%-45% more than the Illinois workers cited by opponents. Indeed, as noted in the attached analysis: Laborers and freight/stock workers in Cumberland earn an average wage of $32,000/year ($15.45/hr.), with supervisors earning an average of $59,000 ($28.41/hr.). And it is likely that these figures are even higher, as wages in Cumberland County rose 2.1% in 2013. These are livable wages. The Cumberland County wages are in stark contrast to the retail jobs that are permitted under the current zoning. As stated in the attached analysis: If the current zoning were to be kept as is, with retail considered as the primary goal of development at the site, workers would earn more than $6,000 LESS per year than the average warehouse employee. Supervisors in retail would earn nearly $15,000 LESS than their comparable positions in logistics. Claims were also made by opponents of the Goodman project that 60% of the workers in warehouses are temporary workers. The claim has no basis in fact. One Carlisle area logistics center with over 1M square feet of space has nearly 90% of its workers in permanent positions. Goodman has set a goal of at least 80% of the workers employed in permanent positions. Keeping the zoning for this property as a retail site, despite the years of unsuccessful marketing and lack of interest from retailers, would do far more harm than good to citizens of Dickinson and Carlisle who are seeking 1st and 2nd jobs. With a retail development on the Allen Road site, wages would be less, more employees would be temporary workers, fewer employees would be eligible for benefits and Dickinson and Carlisle would collect less in earned income taxes. It is important to note that, in addition to direct jobs created by the Goodman Logistics Center, hundreds of indirect (construction, wholesale trade, truck transportation, etc.) and induced (food services, general merchandise, etc.) jobs will be generated as a result of the Goodman Logistics Center.

Board of Supervisors March 3, 2014 Page 8

We look forward to presenting this information to the Board this evening. Sincerely, McNEES WALLACE & NURICK LLC

By Charles M. Courtney Enclosures c: Troy Briggs Chuck Stehlik Ron Secary, P.E., Snyder, Secary & Associates, LLC