19023 Spencer's Mill NBP Docs for PC 20180821

19023-15-086/Former Spencer’s Mill (20180814)

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Property Owner: City of Mount Airy
Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____

NOTICE OF BROWNFIELDS PROPERTY
Site Name: Former Spencer’s Mill
Brownfields Project Number: 19023-15-086

This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 201__ by City of Mount Airy
(“Prospective Developer”).

This Notice concerns contaminated property.

A copy of this Notice certified by the North Carolina Department of Environmental Quality
(“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land
is located, pursuant to North Carolina General Statutes (“NCGS”), § 130A-310.35(b).

This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to
public health or the environment posed by environmental contamination at a property (“Brownfields
Property”) being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9,
Part 5 (“Act”).

Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this
Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective
Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the
Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land
and, if Prospective Developer is not the owner, also under the Prospective Developer’s name.

The Brownfields Property is located at 328 Willow Street and consists of multiple attached industrial
buildings on 9.484 acres. The City of Mount Airy intends to use the site for office, retail, hotel, restaurant, amenity
space, recreation, parking, high density residential use and, subject to DEQ’s prior written approval, other
commercial uses. The Brownfields Property formerly operated primarily as a tobacco factory from the date of
construction in 1890 until 1948 when the Brownfields Property was converted into a knitting mill. The original
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manufacturing building was constructed in 1890 and operated as a tobacco processing plant with additions made
throughout the 1900s. Additional site uses recorded from 1891 through 1956 included a produce warehouse, wood
working facility, lumber storage, blacksmith shop, fertilizer warehouse, livery, auto sales and service, tractor sales
and service, and discount house and general merchandise. Other site uses after 1956 included textile
manufacturing, a bank branch, and residential. Environmental contamination exists on the Brownfields Property
in soil and soil vapor.

The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit
A. It sets forth the use that may be made of the Brownfields Property and the measures to be taken to
protect public health and the environment, and is required by NCGS § 130A-310.32. The Brownfields
Agreement’s Exhibit 2 consists of one or more data tables reflecting the concentrations of and other
information regarding the Property’s regulated substances and contaminants.

Attached as Exhibit B to this Notice is a reduction, to 8 1/2" x 11", of the survey plat component
of this Notice. This plat shows areas designated by DEQ, has been prepared and certified by a professional
land surveyor, meets the requirements of NCGS § 47-30, and complies with NCGS § 130A-310.35(a)’s
requirement that the Notice identify:

(1) The location and dimensions of the areas of potential environmental concern with respect to
permanently surveyed benchmarks.

(2) The type, location and quantity of regulated substances and contaminants known to exist on the
Brownfields Property.

Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient
as a description of the property in an instrument of conveyance.

LAND USE RESTRICTIONS

NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future
use of the Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the
designated current or future use of the Brownfields Property and that are designated in the Brownfields
Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ
(or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to
NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function.
The restrictions are hereby imposed on the Brownfields Property, and are as follows:

1. No use may be made of the Brownfields Property other than for office, retail, hotel, restaurant,
amenity space, recreation, parking, high density residential use and, subject to DEQ’s prior written
approval, other commercial uses. For purposes of this restriction, the following definitions apply:

a. “Commercial” is defined as an enterprise carried on for profit or nonprofit by the owner,
lessee or licensee.

b. “Office” is defined as the provision of business or professional services.
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c. “Retail” is defined as the sale of goods or services, products, or merchandise directly to
the consumer or businesses and includes showrooms, personal service, and the sales of food and beverage
products. Dry cleaning operations, other than drop off locations or dry cleaning operations which do not
use PCE, may not be operated on-site.

d. “Hotel” is defined as the provision of overnight lodging to paying customers, and to
associated food services, gym, reservation, cleaning, utilities, parking and on-site hospitality, management
and reception services.

e. “Restaurant” defined as a commercial business establishment that prepares and serves
food and beverages to patrons.

f. “Amenity Space” defined as a hardscaped and landscaped courtyard, aboveground
swimming pool, pool deck, courtyard, dog run, community gardens, fire pit, grilling station, seating areas,
and a common use interior clubhouse

g. “Parking” is defined as the temporary accommodation of motor vehicles in an area
designed for same.

h. “High Density Residential” is defined as permanent dwellings where residential units are
attached to each other with common walls, such as condominia, apartments, group homes, dormitories or
boarding houses, and any property outside the dwelling structures is usable by all residents and not
privately owned as part of a particular unit, and shall include related amenities, such as aboveground pools,
clubhouses, courtyards, common areas, recreation areas and parking garages.

i. “Recreation” defined as indoor and outdoor exercise-related, physically focused, or leisure-
related activities, whether active or passive, and the facilities for same, including, but not limited to, studios,
aboveground swimming pools, sports-related courts and fields, open space, greenways, parks, playgrounds,
walking paths, and picnic and public gathering areas.

2. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in
regard to particular activity, no activities that encounter, expose, remove or use groundwater (for example,
installation of water supply wells, ponds, lakes or inground swimming pools, or construction or excavation
activities that encounter or expose groundwater) may occur on the Brownfields Property unless and until
DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along
with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses
specified in Land Use Restriction No. 1 above while fully protecting public health and the environment.
Prior sampling and analysis of groundwater to the written satisfaction of DEQ in any areas proposed for
such activities, and submittal of the analytical results to DEQ is required. If such results reflect
contaminant concentrations that exceed the standards and screening levels applicable to the uses
authorized for the Brownfields Property, the groundwater-related activities proposed may only occur in
compliance with any written conditions DEQ imposes. Activities may occur if carried out along with any
measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified
in Land Use Restriction No. 1 above while fully protecting public health and the environment.

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3. No activity that disturbs soil on the Brownfields Property in the “Area of Potential Soil
Contamination” as delineated on the plat component of this Notice, and that is in accordance with an
Environmental Management Plan, may occur unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in Land Use Restriction
No. 1 above while fully protecting public health and the environment, except:

a. in connection with landscape planting to depths not exceeding 24 inches in depth;

b. mowing and pruning of above-ground vegetation and;

c. for repair of underground infrastructure, provided that DEQ shall be given written notice
at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency
circumstances no later than the next business day, and that any related assessment and remedial measures
required by DEQ shall be taken.

4. Unless compliance with this Land Use Restriction is waived in writing in advance by DEQ in
relation to particular buildings, demolition and/or renovation of any or all buildings on the Brownfields
Property depicted on the plat component of this Notice shall be in accordance with applicable legal
requirements, including without limitation those related to lead and asbestos abatement that are
administered by the Health Hazards Control Unit within the Division of Public Health of the North
Carolina Department of Health and Human Services.

5. Physical redevelopment of the Brownfields Property may not occur other than in accord, as
determined by DEQ, with an Environmental Management Plan (“EMP”) approved in writing by DEQ in
advance (and revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is
consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields
Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that
may arise from use of the Brownfields Property during construction or redevelopment in any other form,
including without limitation:

a. soil and water management issues, including without limitation those resulting from
contamination identified in the Environmental Reports;

b. issues related to potential sources of contamination referenced in Exhibit 2 of the attached
Exhibit A;

c. contingency plans for addressing, including without limitation the testing of soil and
groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks,
drums, septic drain fields, oil-water separators, soil contamination); and

d. plans for the proper characterization of, and, as necessary, disposal of contaminated soil
excavated during redevelopment.

6. Within 90 days after each one-year anniversary of the effective date of the attached Exhibit A for
as long as physical redevelopment of the Brownfields Property continues (except that the final deadline
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shall fall 90 days after the conclusion of physical redevelopment), the then-owner of the Brownfields
Property shall provide DEQ a report subject to written DEQ approval on environment-related activities
since the last report, with a summary and drawings, that describes:

a. actions taken on the Brownfields Property in accordance with Section V of the attached
Exhibit A: Work to be Performed;

b. soil grading and cut and fill actions;

c. methodology(ies) employed for field screening, sampling and laboratory analysis of
environmental media;

d. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and
ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated
with regulated substances; and

e. removal of any contaminated soil, water or other contaminated materials (for example,
concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall
be included).

7. Neither DEQ, nor any party conducting environmental assessment or remediation at the
Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered
into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment
or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized
uses of the Brownfields Property.

8. Any deed or other instrument conveying an interest in the Brownfields Property shall contain
the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the
Notice of Brownfields Property recorded in the Surry County land records, Book ____, Page ____.” A
copy of any such instrument shall be sent to the persons listed in Section XV of the (Notices and
Submissions) of the attached Exhibit A, though financial figures related to the conveyance may be redacted.
Prospective Developer may use the following mechanisms to comply with the obligations of this Land Use
Restriction, subject to the terms and conditions that DEQ may establish in such approval: (i) If every lease
and rider is identical in form, Prospective Developer may provide DEQ with copies of a form lease or rider
evidencing compliance with this Land Use Restriction, in lieu of sending copies of actual, executed leases,
to the persons listed in said Section XV; or (ii) Prospective Developer may provide abstracts of leases,
rather than full copies of said leases, to the persons listed in said Section XV.

9. The Brownfields Property may not be used for child care, adult care centers or schools without
the prior written approval of DEQ.

10. No use of the Brownfields Property may occur until the then owner of the Brownfields Property
conducts representative final grade soil sampling pursuant to a plan approved in writing by DEQ of any
area of the Brownfields Property that is not covered by building foundations, sidewalks, or asphaltic or
concrete parking areas and driveways unless otherwise approved in writing by DEQ in advance.

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11. No enclosed building may be constructed on the Brownfields Property and no existing building,
defined as those depicted on the plat component of this Notice, may be occupied until DEQ determines in
writing that:

a. the building is or would be protective of the building’s users, public health and the
environment from risk of vapor intrusion based on site assessment data or a site-specific risk assessment
approved in writing by DEQ; or

b. the building is or would be sufficiently distant from the Brownfields Property’s
groundwater and/or soil contamination based on assessment data approved in writing by DEQ that the
building’s users, public health and the environment will be protected from risk from vapor intrusion
related to said contamination; or

c. vapor intrusion mitigation measures are installed and/or implemented to the satisfaction
of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on
a report that includes photographs and a description of the installation and performance of said measures.
Any design specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in
advance of installation and/or implementation of said measures. The design specifications shall include
methodology(ies) for demonstrating performance of said measures.

12. Within 60 days after the effective date of the attached Exhibit A or prior to land disturbance
activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery wells,
piezometers and other man-made points of groundwater access at the Brownfields Property in accordance
with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an alternate schedule
is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report,
setting forth the procedures and results.

13. The owner of any portion of the Brownfields Property where any existing, or subsequently
installed, DEQ-approved monitoring well is damaged by the owner, its contractors, or its tenants shall be
responsible for repair of any such wells to DEQ’s written satisfaction and within a time period acceptable
to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ in advance.

14. None of the contaminants known to be present in the environmental media at the Brownfields
Property, as described in Exhibit 2 of the attached Exhibit A and as modified by DEQ in writing if
additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may
be used or stored at the Brownfields Property without the prior written approval of DEQ, except:

a. in de minimis quantities for cleaning and other routine housekeeping and maintenance
activities;

b. as constituents of fuels, lubricants and oils in emergency generators, machinery,
equipment and vehicles in on-board tanks integral to said equipment or in flammable liquid storage
containers totaling no more than 25 gallons;

c. as fuel or other fluids customarily used in vehicles, landscaping equipment and emergency
generators;
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d. in products or materials that are brought onto the Brownfields Property, kept in their
original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields
Property in the original packaging or containers.

15. Substances containing contaminants known to be present in the environmental media at the
Brownfields Property shall be managed in compliance with a site-specific plan prepared by the then-owner
of the Brownfields Property and approved in writing by DEQ such that, should a release of those substances
occur at the Brownfields Property, the subject contaminants in that release would be distinguishable with
certainty from the subject contaminants in any known release at the Brownfields Property that predates
the attached Exhibit A.

16. During January of each year after the year in which this Notice is recorded, the owner of any
part of the Brownfields Property as of January 1st of that year shall submit a notarized Land Use
Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Surry
County, certifying that, as of said January 1st, this Notice containing these land use restrictions remains
recorded at the Surry County Register of Deeds office and that the land use restrictions are being complied
with, and stating:

a. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail
address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property
during the previous calendar year;

b. the transferee’s name, mailing address, telephone and facsimile numbers, and contact
person’s e-mail address, if said owner transferred any part of the Brownfields Property during the previous
calendar year

c. whether any vapor barrier and/or mitigation systems installed pursuant to Land Use
Restriction No. 11 are performing as designed, and whether the uses of the ground floors of any buildings
containing such vapor barrier and/or mitigation systems have changed, and, if so, how.

d. LURU’s submitted for any portion of the Brownfields Property that contains rental units
shall include a list of tenants and their addresses.

e. A LURU submitted for rental units shall include the rent roll and enough of each lease
entered into during the previous calendar year to demonstrate compliance with lessee notification
requirements in Land Use Restriction No. 8 above and 21 of the attached Exhibit A provided that if
standard form leases are used in every instance, a copy of such standard form lease may be sent in lieu of
copies of actual leases.

For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official
referenced in subparagraph 35.a. of the attached Exhibit A, at the address stated therein.

ENFORCEMENT

The above land use restrictions shall be enforceable without regard to lack of privity of estate or contract,
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lack of benefit to particular land, or lack of any property interest in particular land. The land use restrictions shall
be enforced by any owner of the Brownfields Property. The land use restrictions may also be enforced by DEQ
through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of
local government having jurisdiction over any part of the Brownfields Property; and by any person eligible for
liability protection under the Brownfields Property Reuse Act who will lose liability protection if the restrictions
are violated. Any attempt to cancel any or all of this Notice without the approval of the Secretary of DEQ (or its
successor in function), or his/her delegate, shall be subject to enforcement by DEQ to the full extent of the law.
Failure by any party required or authorized to enforce any of the above restrictions shall in no event be deemed a
waiver of the right to do so thereafter as to the same violation or as to one occurring prior or subsequent thereto.

FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS

When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to NCGS
§ 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no smaller
type than that used in the body of the deed or instrument, a statement that the Brownfields Property has been
classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse Act.

IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this
_____ day of _______________, 201__.

City of Mount Airy

By: __________________________________________
Name typed or printed:
Title typed or printed:

NORTH CAROLINA
_______________ COUNTY

I certify that the following person(s) personally appeared before me this day, each acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated: ________________________________.

Date: ___________________ ___________________________________
Official Signature of Notary

___________________________________
Notary’s printed or typed name, Notary Public
(Official Seal) My commission expires: _____________________

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************************************
ACKNOWLEDGMENT OF PROPERTY OWNER

As the current owner, or representative of said owner, of at least part of the Brownfields Property, I
hereby acknowledge recordation of this Notice of Brownfields Property and the Land Use Restrictions
contained herein.

[Name of Owner]

By:
______________________________
_______________
________________________
Name typed or printed: ___________________________ Date

NORTH CAROLINA
_______________ COUNTY

I certify that the following person(s) personally appeared before me this day, each acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated: ________________________________.
Date: ___________________ ___________________________________
Official Signature of Notary

___________________________________
Notary’s printed or typed name, Notary Public
(Official Seal) My commission expires: _____________________

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************************************
APPROVAL AND CERTIFICATION OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY

The foregoing Notice of Brownfields Property is hereby approved and certified.

North Carolina Department of Environmental Quality

By: _________________________________________ ________________________
Michael E. Scott Date
Director, Division of Waste Management

#19023-15-086/ Spencer’s Mill (20180814)

EXHIBIT A

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY

IN THE MATTER OF: City of Mount Airy

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Former Spencer’s Mill
OF 1997, NCGS § 130A-310.30, et seq. ) 328 Willow Street
Brownfields Project # 19023-15-086 ) Mount Airy, Surry County

I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and City of Mount Airy (collectively the
"Parties") pursuant to the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30, et
seq. (the “Act”) for the property located at 328 Willow Street (the “Brownfields Property”). A
map showing the location of the Brownfields Property that is the subject of this Agreement is
attached hereto as Exhibit 1.
The City of Mount Airy was incorporated in 1885, the name changed from the Town of
Mount Airy to the City of Mount Airy on July 15, 1976. The office for the City of Mount Airy is
located at PO Box 70, 300 South Main Street, Mount Airy, NC 27030. The Mayor is currently
Mr. David Rowe. The City of Mount Airy purchased the Brownfields Property on June 23, 2014
from Spencer's Inc. through a public auction. The City owns the Brownfields Property, but did
not cause or contribute to contamination on the Brownfields Property, and is not affliated with
the previous property owner. In addition, the City has not used the property for any purposes
since its ownership. The Brownfields Property is located at 328 Willow Street and consists of
multiple attached industrial buildings. The Prospective Developer intends to redevelop the

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Brownfields Property for no uses other than office, retail, restaurant, recreation, hotel, parking,
high density residential, amenity space, and, subject to DEQ’s prior written approval, other
commercial uses.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and
limitations contained in Section VIII (Certification), Section IX (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of the City of Mount Airy for contaminants at the Brownfields Property.
The Parties agree that the City of Mount Airy’s entry into this Agreement, and the actions
undertaken by the City of Mount Airy in accordance with the Agreement, do not constitute an
admission of any liability by the City of Mount Airy for contaminants at the Brownfields
Property. The resolution of this potential liability, in exchange for the benefit the City of Mount
Airy shall provide to DEQ, is in the public interest.
II. DEFINITIONS
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. “Brownfields Property” shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean the City of Mount Airy.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises three parcels (PINs: 50201165403,
502015645734, and 502015641601) totaling 9.484 acres. Prospective Developer has committed

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itself to redevelopment for no uses other than office, retail, hotel, amenity space, restaurant,
recreation, parking, high density residential use and, subject to DEQ’s prior written approval,
other commercial uses.
4. The Brownfields Property is bordered to the north by Virginia Street with a vacant lot
beyond owned by Inwillva LLC.; to the east by Willow Street then from north to south Renfro
Lofts Condominiums with multiple individual owners at 165 Virginia Street, then West Oak
Street running east to west, followed by Spencer’s Property LLC; to the south from east to west
by Spencer’s Property LLC, the Slate property at 314 Franklin Street (residential), Franklin
Street, the Mckee property at 323 Franklin Street (residential), the Moser property at 329
Franklin Street (residential), the Luna property at 333 Franklin Street (residential), FranklRealty
Inc. at 341 Franklin Street (residential), and Franklin View Condominiums at 409 Franklin
Street; and to the west by the Cooper and Young property at 412 Franklin Street, and the
Housing Authority of the Town of Mount Airy at 221 Virginia Street.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared by Date of Report
Phase I Environmental Site Assessment Terracon December 16, 2009
Phase I Environmental Site Assessment Apex Companies,
LLC
December 9, 2014
Phase II Environmental Site Assessment Apex Companies,
LLC
November 19, 2015
Vapor Intrusion Assessment Report Apex Companies,
LLC
February 9, 2017

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer as to use and ownership of the Brownfields Property:

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a. The Brownfields Property formerly operated primarily as a tobacco factory from
the date of construction in 1890 until 1948 when the Brownfields Property was converted into a
knitting mill. The original manufacturing building was constructed in 1890 and operated as a
tobacco processing plant with additions made throughout the 1900s. Additional site uses recorded
from 1891 through 1956 included a produce warehouse, wood working facility, lumber storage,
blacksmith shop, fertilizer warehouse, livery, auto sales and service, tractor sales and service, and
discount house and general merchandise.
b. Parcel # 5020-11-65-4035 was purchased by the Renfro Hosiery Mills Co. in 1964
and used for textile manufacturing. Renfro Hosiery Mills Co. sold the Brownfields Property to
Spencer’s Incorporated (Spencer’s Inc.). in 1969. Spencer’s Inc. owned the Brownfields Property
until 2014 when it was sold to Spencer’s Property LLC. The City of Mount Airy purchased the
Brownfields Property from Spencer’s Property LLC in 2014 and is the current owner.
c. Parcel # 5020-15-64-5734 was purchased by I.A. Schafer in 1968, and then by
Northwestern Bank in 1979 when the structure on-site began being used as a bank. Spencer’s Inc.
of Mount Airy, North Carolina purchased the Brownfields Property from Northwestern Bank in
1984, and Spencer’s Property, LLC purchased the Brownfields Property from Spencer’s Inc. in
2014. The City of Mounty Airy purchased the Brownfields Property from Spencer’s Property, LLC
in 2014 and is the current owner. Property records indicate that property historical uses included
residential and commercial banking. The former bank building structure is still present on-site.
d. Parcel # 5020-15-64-1601 was purchased by Spencer’s Inc., in 1978 from Emily
Lucille Miller. This parcel was a vacant portion of land on the southwestern corner of the
Brownfields Property. Spencer’s Property, LLC purchased the Brownfields Property from
Spencer’s Inc. in 2014. The City of Mounty Airy purchased the Brownfields Property from

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Spencer’s Property, LLC in 2014 and is the current owner.
e. The Brownfields Property is currently not occupied. The City of Mount Airy has
not conducted any operations on the Brownfields Property to date.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. Based on review of historical sources, the Brownfields Property operated
primarily as a tobacco factory from the date of construction 1890 until 1948 when the Brownfields
Property was converted into a knitting mill. Additional site uses recorded on historical Sanborn
Maps from years 1891 through 1956 included a produce warehouse, wood working facility, lumber
storage, blacksmith shop, fertilizer warehouse, livery, auto sales and service, tractor sales and
service, and discount house and general merchandise.
b. A total of 10 underground storage tanks (USTs) were reported to have been
located at the Brownfields Property. During the period of ownership by Spencer’s Inc., the
Brownfields Property is known to have had a historical incident that involved a release of
petroleum fuel oil into subsurface soil from an on-site UST. The incident was reported in 1993
and closed out in 1997 (NCDENR UST Incident No. 14084). The size and specific contents of
the UST were not reported in the databases reviewed. Another incident was also reported in
1997 after a release of No. 6 heating oil was discovered to be leaking from a 20,000 gallon
heating oil UST located underneath the boiler room of the Brownfields Property (NCDENR
Groundwater Incident No. 19907). Free product was observed and petroleum contamination of
the groundwater and soil was reported. Free product was recovered to the extent feasible, and the
product was determined to be immobile based on groundwater monitoring. Due to the location of
the UST beneath the boiler room and the “low-risk status” of the site, clean-up at the site was

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deemed not economically or technically feasible by the NCDENR in a letter dated July 26, 2013.
In 2013 a Notice of Residual Petroleum was prepared for the Brownfields Property and a land
use restriction was filed.
c. Additonally, two 1,000-gallon diesel USTs located to the north of the boiler room
were identified within a historic database search as being removed in 1988 and 1989, four 5,000-
gallon fuel oil USTs located under the machine shop were identified within a 1979 building
sketch. The four 5,000-gallon fuel oil USTs were documented as all being removed in 1979 and
1988. One 20,000-gallon diesel UST located to the east of the boiler room that was used for
heating oil was removed and properly disposed of in September 2015. No releases were reported
during the removal of this UST. A second 20,000-gallon UST located to the east of the boiler
room that was used for heating oil was removed and properly disposed of in September 2015
according to NCDEQ requirements. A 4,000-gallon UST located between the old knitting
building and Willow Street was used for gasoline storage was also removed in September 2015
in accordance with NCDEQ DWM UST regulations. A total petroleum hydrocarbon (TPH) soil
sample collected from the base of the UST pit indicated the presence of a release, however when
analyzed for chemical specific analysis the sample did not exceed regulatory action levels.
d. A soil and groundwater assessment was completed at the Brownfields Property in
September 2015. Soil and groundwater samples were tested for volatile organic compounds
(VOCs), semi-volatile organic compounds (SVOCs) and priority pollutant metals. Contaminants
exceeding residential use preliminary soil remediation goals (PSRGs) included SVOCs
(benzo(a)pyrene, benzo(b)fluoranthene, indeno(1,2,3-cd)pyrene and naphthalene) as well as
chromium, and petroleum total petroleum hydrocarbons (aliphatic and aromatics in the soil that
exceed screening levels. Based on the results, soil containing COCs above the residential health

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based goals are limited to the former boiler room area and a very limited portion of the former
bleaching and dyeing room. The vast majority of impact is present in and around the boiler room
area. None of the groundwater constituents identified during the most recent assessment in
September 2015 exceeded the North Carolina 2L Groundwater Quality Standards.
e. Soil gas and indoor air samples were collected in September 2016. Data from soil gas
sampling indicate the presence of VOCs beneath the three main buildings on-site. Chemical
compounds detected in soil vapor include naphthalene, trichloroethylene and petroleum related
VOCs. The boiler room sub-slab sample results showed naphthalene, trichloroethylene and
1,2,4-Trimethylbenzene at concentrations above their respective residential vapor intrusion
screening levels (VISLs). Laboratory analytical results also revealed the presence of 14 chemical
compounds detected in at least one indoor air sample above Residential and Non-Residential
Indoor VISLs and four VOCs detected in at least one indoor air sample above Residential VISLs.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on September 27, 2016. The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled.
9. For purposes of this Agreement DEQ relies on Prospective Developer’s
representations that Prospective Developer's involvement with the Brownfields Property has
been limited to obtaining or commissioning the Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (BPA) dated February 5, 2015, and the
purchasing of the Brownfields Property on June 23, 2014.
10. Prospective Developer has provided DEQ with information, or sworn certifications
regarding that information on which DEQ relies for purposes of this Agreement, sufficient to

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demonstrate that:
a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1), and shall make a payment to DEQ of $6,000
at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.
The Parties agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities

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related to this Agreement, unless a change is sought to a Brownfields document after it is in
effect, in which case there shall be an additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. return to productive use of the Brownfields Property and elimination of the
drawbacks of unoccupied property;
b. the creation of construction jobs and at least 10 full-time permanent jobs after
redevelopment is completed.
c. an increase in tax revenue for affected jurisdictions;
d. additional commercial, office, retail, hotel, and high density residential space
for the area;
e. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”)
f. providing affordable housing for the community;
g. preserving a property of historical significance; and
h. spur to additional community redevelopment through improved neighborhood
appearance.
V. WORK TO BE PERFORMED
13. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &

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Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ’s Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(EMP) required by this Section.
15. By way of the Notice of Brownfields Property referenced below in paragraph 20,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for office, retail,
hotel, restaurant, amenity space, recreation, parking, high density residential use and, subject to
DEQ’s prior written approval, other commercial uses. For purposes of this restriction, the
following definitions apply:
i. “Commercial” is defined as an enterprise carried on for profit or nonprofit
by the owner, lessee or licensee.
ii. “Office” is defined as the provision of business or professional services.
iii. “Retail” is defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products. Dry cleaning operations, other than drop off locations

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or dry cleaning operations which do not use PCE, may not be operated on-site.
iv. “Hotel” is defined as the provision of overnight lodging to paying
customers, and to associated food services, gym, reservation, cleaning, utilities, parking and on-
site hospitality, management and reception services.
v. “Restaurant” defined as a commercial business establishment that
prepares and serves food and beverages to patrons.
vi. “Amenity Space” defined as a hardscaped and landscaped courtyard,
aboveground swimming pool, pool deck, courtyard, dog run, community gardens, fire pit, grilling
station, seating areas, and a common use interior clubhouse
vii “Parking” is defined as the temporary accommodation of motor
vehicles in an area designed for same.
viii. “High Density Residential” is defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia, apartments,
group homes, dormitories or boarding houses, and any property outside the dwelling structures is
usable by all residents and not privately owned as part of a particular unit, and shall include
related amenities, such as aboveground pools, clubhouses, courtyards, common areas, recreation
areas and parking garages.
ix. “Recreation” defined as indoor and outdoor exercise-related, physically
focused, or leisure-related activities, whether active or passive, and the facilities for same,
including, but not limited to, studios, aboveground swimming pools, sports-related courts and
fields, open space, greenways, parks, playgrounds, walking paths, and picnic and public
gathering areas.
b. Unless compliance with this Land Use Restriction is waived in writing by DEQ

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in advance in regard to particular activity, no activities that encounter, expose, remove or use
groundwater (for example, installation of water supply wells, ponds, lakes or inground
swimming pools, or construction or excavation activities that encounter or expose groundwater)
may occur on the Brownfields Property unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ
deems necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 15.a above while fully protecting public health and the environment. Prior
sampling and analysis of groundwater to the written satisfaction of DEQ in any areas proposed
for such activities, and submittal of the analytical results to DEQ is required. If such results
reflect contaminant concentrations that exceed the standards and screening levels applicable to
the uses authorized for the Brownfields Property, the groundwater-related activities proposed
may only occur in compliance with any written conditions DEQ imposes. Activities may occur
if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property
will be suitable for the uses specified in subparagraph 15.a above while fully protecting public
health and the environment.
c. No activity that disturbs soil on the Brownfields Property in the “Area of
Potential Soil Contamination” as delineated on the plat component of the Notice of Brownfields
Property referenced below in paragraph 20, and that is in accordance with an Environmental
Management Plan, may occur unless and until DEQ states in writing, in advance of the proposed
activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 15.a above while fully protecting public health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24 inches

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in depth;
ii. mowing and pruning of above-ground vegetation and;
iii. for repair of underground infrastructure, provided that DEQ shall be
given written notice at least seven days in advance of a scheduled repair (if only by email) of any
such repair, or in emergency circumstances no later than the next business day, and that any
related assessment and remedial measures required by DEQ shall be taken.
d. Unless compliance with this Land Use Restriction is waived in writing in
advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all
buildings on the Brownfields Property depicted on the plat component of the Notice referenced in
paragraph 20 below in accordance with applicable legal requirements, including without limitation
those related to lead and asbestos abatement that are administered by the Health Hazards Control
Unit within the Division of Public Health of the North Carolina Department of Health and Human
Services.
e. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved in
writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each subsequent
redevelopment phase) that is consistent with all the other land use restrictions and describes
redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and
addresses health, safety and environmental issues that may arise from use of the Brownfields
Property during construction or redevelopment in any other form, including without limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in

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Exhibit 2.
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soil excavated during redevelopment;.
f. Within 90 days after each one-year anniversary of the effective date of this
Agreement for as long as physical redevelopment of the Brownfields Property continues (except
that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then
owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval
on environment-related activities since the last report, with a summary and drawings, that
describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all

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legally required manifests shall be included).
g. Neither DEQ, nor any party conducting environmental assessment or
remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or
agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
h. Any deed or other instrument conveying an interest in the Brownfields
Property shall contain the following notice: “This property is subject to the Brownfields
Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Surry
County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XV (Notices and Submissions), though financial figures related to the
conveyance may be redacted. Prospective Developer may use the following mechanisms to
comply with the obligations of this paragraph, subject to the terms and conditions that DEQ may
establish in such approval: (i) If every lease and rider is identical in form, Prospective Developer
may provide DEQ with copies of a form lease or rider evidencing compliance with this
paragraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section
XV (Notice and Submissions); or (ii) Prospective Developer may provide abstracts of leases,
rather than full copies of said leases, to the persons listed in Section XV.
i. The Brownfields Property may not be used for child care, adult care centers or
schools without the prior written approval of DEQ.
j. No use of the Brownfields Property may occur until the then owner of the
Brownfields Property conducts representative final grade soil sampling pursuant to a plan
approved in writing by DEQ of any area of the Brownfields Property that is not covered by

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building foundations, sidewalks, or asphaltic or concrete parking areas and driveways unless
otherwise approved in writing by DEQ in advance.
k. No enclosed building may be constructed on the Brownfields Property and no
existing building, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced in paragraph 20 below, may be occupied until DEQ determines in writing
that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on site assessment data or a site-
specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields
Property’s groundwater and/or soil contamination based on assessment data approved in writing
by DEQ that the building’s users, public health and the environment will be protected from risk
from vapor intrusion related to said contamination; or
iii. vapor intrusion mitigation measures are installed and/or implemented
to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal on a report that includes photographs and a description of the
installation and performance of said measures. Any design specification for vapor intrusion
mitigation measures shall be approved in writing by DEQ in advance of installation and/or
implementation of said measures. The design specifications shall include methodology(ies) for
demonstrating performance of said measures.
l. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells,
recovery wells, piezometers and other man-made points of groundwater access at the

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Brownfields Property in accordance with Subchapter 2C of Title 15A of the North Carolina
Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after
doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and
results.
m. The owner of any portion of the Brownfields Property where any existing, or
subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
or its tenants shall be responsible for repair of any such wells to DEQ’s written satisfaction and
within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is
waived in writing by DEQ in advance.
n. None of the contaminants known to be present in the environmental media at the
Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in
writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior written
approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as constituents of fuels, lubricants and oils in emergency generators,
machinery, equipment and vehicles in on-board tanks integral to said equipment or in flammable
liquid storage containers totaling no more than 25 gallons;
iii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators
iv. in products or materials that are brought onto the Brownfields Property,
kept in their original packaging or containers (that is, not used or repackaged) and later removed

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from the Brownfields Property in the original packaging or containers.

o. Substances containing contaminants known to be present in the environmental
media at the Brownfields Property shall be managed in compliance with a site-specific plan
prepared by the then owner of the Brownfields Property and approved in writing by DEQ such
that, should a release of those substances occur at the Brownfields Property, the subject
contaminants in that release would be distinguishable with certainty from the subject
contaminants in any known release at the Brownfields Property that predates this Agreement.
p. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Surry County, certifying that,
as of said January 1st, the Notice of Brownfields Property containing these land use restrictions
remains recorded at the Surry County Register of Deeds office and that the land use restrictions
are being complied with, and stating:
i. the name, mailing address, telephone and facsimile numbers, and contact
person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone and facsimile
numbers, and contact person’s e-mail address, if said owner transferred any part of the
Brownfields Property during the previous calendar year
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 15.k above are performing as designed, and whether the uses of the ground

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floors of any buildings containing such vapor barrier and/or mitigation systems have changed,
and, if so, how.
iv. LURU’s submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses.
v. A LURU submitted for rental units shall include the rent roll and
enough of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in paragraphs 15 h and 21 of this agreement provided that if
standard form leases are used in every instance, a copy of such standard form lease may be sent
in lieu of copies of actual leases.
16. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in the Agreement while fully protecting
public health and the environment.
17. The guidelines, including parameters, principles and policies within which the
desired results are to be accomplished are, as to field procedures and laboratory testing, the
Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
19. In addition to providing access to the Brownfields Property pursuant to subparagraph

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15.g above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property for the Brownfields Property containing, inter alia, the land use restrictions set forth in
Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the Surry
County, North Carolina, Register of Deeds’ Office. Within three (3) days thereafter, Prospective
Developer shall furnish DEQ a copy of the documentary component of the Notice containing a
certification by the register of deeds as to the Book and Page numbers where both the
documentary and plat components of the Notice are recorded, and a copy of the plat with
notations indicating its recordation.
21. This Agreement shall be attached as Exhibit A to the Notice of Brownfields

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Property. Subsequent to recordation of said Notice, any deed or other instrument conveying an
interest in the Brownfields Property shall contain the following notice: “This property is subject
to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property
recorded in the Surry County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In

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the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such
release or threat of release, shall comply with any applicable notification requirements under
NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any
other law, and shall immediately notify the DEQ Official referenced in paragraph 35.a. below of
any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated February 5, 2015, by which it applied for this
Agreement. That use is for none other than office, retail, restaurant, hotel, amenity space,
recreation, parking, high density residential and, subject to DEQ’s prior written approval, other
commercial uses. Prospective Developer also certifies that to the best of its knowledge and
belief it has fully and accurately disclosed to DEQ all information known to Prospective
Developer and all information in the possession or control of its officers, directors, employees,
contractors and agents which relates in any way to any past use of regulated substances or known
contaminants at the Brownfields Property and to its qualification for this Agreement, including
the requirement that it not have caused or contributed to the contamination at the Brownfields
Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields

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Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of

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public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
26. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.

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X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
29. In consideration of DEQ’s Covenant Not To Sue in Section IX of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any
action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.
XI. PARTIES BOUND
30. This Agreement shall apply to and be binding upon DEQ, and on the Prospective
Developer, its officers, directors, employees, and agents. Each Party’s signatory to this
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of the
Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15.a above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon

26

#19023-15-086/ Spencer’s Mill (20180814)
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XIII. DOCUMENT RETENTION
33. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be
liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement

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or otherwise obtain compliance.
XV. NOTICES AND SUBMISSIONS
35. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a
change in contact information, all notices and submissions pursuant to this Agreement shall be
sent by prepaid first class U.S. mail, as follows:
a. for DEQ:
William L. Schmithorst (or successor in function)
N.C. Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646

b. for Prospective Developer:

Mr. Martin Collins (or successor in function)
Community Development Coordinator
Mount Airy Planning Department
PO Box 70
Mount Airy, NC 27030

Notices and submissions sent by prepaid first class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVI. EFFECTIVE DATE
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by

28

#19023-15-086/ Spencer’s Mill (20180814)
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and invalidate its signature on this Agreement.
XVII. TERMINATION OF CERTAIN PROVISIONS
37. If any Party believes that any or all of the obligations under Section VI
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of the Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days

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#19023-15-086/ Spencer’s Mill (20180814)
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By:
____________________________________________________________________________
Michael E. Scott Date
Director, Division of Waste Management

IT IS SO AGREED:
City of Mount Airy
By:
____________________________________________________________________________
Martin Collins: Date
Community Development Coordinator, City of Mount Airy:

Exhibit 1
Site Location Map
Spencer’s Mill
328 Willow Street
Mount Airy, North Carolina
hi
Topographic Map, Mount Airy South, NC
7.5 minute
Year: 1996 136 Fairview Road, Suite 125
Mooresville, NC
Telephone: [phone]
Project:
Spencer’s Mill
Apex Job #: 510362.003
Date: November 2014
SITE

Project # 19023-15-086/Former Spencer’s Mill (20180814)

1
Exhibit 2
Former Spencer’s Mill

The most recent environmental sampling at the Property reported in the Environmental
Reports occurred on September 27, 2016.The following tables set forth, for contaminants present
at the Property above unrestricted use standards or screening levels, the concentration found at
each sample location, and the applicable standard or screening level. Screening levels are shown
for reference only and are not set forth as cleanup levels for purposes of this Agreement.

SOIL

Soil contaminants are shown in milligrams per kilogram (mg/kg) (the equivalent of parts
per million), the screening levels for which are derived from the Preliminary Residential Health-
Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund
Section (October 2017 version):

Soil
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(mg/kg)
Residential
Screening
Level1
(mg/kg)
Benzo(a)pyrene
Dup-1
(SB-17) 12-13 8/31/15 1.3 J 0.11
SB-18 7-8 9/1/15 1.6 J
Benzo(b)fluoranthene SB-18 7-8 9/1/15 2.4 J 0.42
Chromium SB-22 2-3 8/31/15 19 0.3 SB-43 5-6 9/1/15 18
Indeno(1,2,3-
cd)pyrene SB-18 7-8 9/1/15 4.9 1.1
1-Methylnaphthalene Dup-1
(SB-17) 12-13 8/31/15 29 18
Naphthalene
SB-17 12-13 8/31/15 4.6
4.1 Dup-1
(SB-17) 12-13 8/31/15 12
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.

Project # 19023-15-086/Former Spencer’s Mill (20180814)

2
SUB-SLAB VAPOR OR SOIL GAS
Soil gas contaminants are shown in micrograms per cubic meter (g/m3), the screening
levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division
of Waste Management (October 2017 version):

Soil Gas Contaminant Sample Location Date of
Sampling
Concentration
Exceeding
Screening
Level (g/m3)
Residential
Screening
Limit1
(g/m3)
Naphthalene Boiler Sub-Slab
(2555) 9/27/16 28.4 21
Trichloroethylene Boiler Sub-Slab
(2555) 9/27/16 102 14
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk.

Project # 19023-15-086/Former Spencer’s Mill (20180814)

3
INDOOR AIR

Indoor air contaminants are shown in micrograms per cubic meter (g/m3), the screening
limits for which are derived from Residential Vapor Intrusion Screening Levels of the Division
of Waste Management (October 2017 version):

Indoor Air
Contaminant

Sample Location Date of
Sampling
Concentration
Exceeding
Screening
Level (g/m3)
Residential
Screening
Level1
(g/m3)
Bromodichloromethane Knitting Plant 9/27/16 3.0 J 0.76
Bromoform Knitting Plant 9/27/16 4.1 2.6
Chloroform
Boiler Room 9/27/16 1.6 J
1,2
Dye House 9/27/16 2.4 J
Knitting Plant 9/27/16 2.2 J
Reynolds 9/27/16 2.4 J
Sparger Back 9/27/16 1.8 J
1,2-Dibromoethane Knitting Plant 9/27/16 2.4 J 0.047
1,4-Dichlorobenzene Knitting Plant 9/27/16 3.9 J 2.6 Sparger Back 9/27/16 3.8 J
1,2-Dichloroethane Knitting Plant 9/27/16 1.7 J 1.1
Ethylbenzene Sparger Back 9/27/16 90 11
Hexachloro-1,3-
butadiene Knitting Plant 9/27/16 6.9 J 1.3
Methylene Chloride Boiler Room 9/27/16 299 130 Reynolds 9/27/16 333
Naphthalene
Boiler Room 9/27/16 3.6 J
0.63
DUP-1 (Boiler
Room) 9/27/16 8.6
Dye House 9/27/16 7.8
Knitting Plant 9/27/16 4.5
Reynolds 9/27/16 17.8
Sewing Back 9/27/16 6.3
Sewing Front 9/27/16 6.5
Sparger Back 9/27/16 42.6
Sparger Front 9/27/16 10.8
Tetrachloroethylene Sewing Back 9/27/16 9.6 8.3

Project # 19023-15-086/Former Spencer’s Mill (20180814)

4
Indoor Air
Contaminant

Sample Location Date of
Sampling
Concentration
Exceeding
Screening
Level (g/m3)
Residential
Screening
Level1
(g/m3)
1,2,4-Trichlorobenzene Knitting Plant 9/27/16 4.2 J 0.42
Trichloroethylene
Boiler Room 9/27/16 2.0 J 0.42

Dye House 9/27/16 3.0 J
Knitting Plant 9/27/16 4.2 J
Reynolds 9/27/16 3.0 J
Sewing Back 9/27/16 3.1 J
Sparger Back 9/27/16 2.4 J
1,2,4-Trimethylbenzene Sparger Back 9/27/16 75.1 13
Xylenes Sparger Back 9/27/16 594 21
1Screening limits displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.

Exhibit C 
Lot 1 

Legal Description ‐ Spencer's Mill ‐ Lot 1 
City of Mount Airy (Bk 1486 Pg 501 and Lot 1 of PB 35 Pg 21‐22)  

Lying and situated in the City of Mount Airy, Mount Airy Township of Surry County, North Carolina and 
being more particularly described as follows: 
Beginning on a brass cap found at the back of the concrete walk on the south side of Virginia Street 
located about 270 feet westerly from the intersection of the center of Virginia Street with the center of 
Willow Street, with said brass cap having NAD83(2011) NC Grid coordinates of N= 1005457.441 feet and 
E= 1526394.080 feet, and said brass cap being a common corner between the herein described property 
of the City of Mount Airy (Bk  1486 Pg 501 and Lot 1 of PB 35 Pg 21‐22) and the Housing Authority of the 
Town of Mount Airy (Bk 253 Pg 537 and PB 6 Pg 134); thence from said BEGINNING point and running in 
a clockwise direction generally along the back of the walk of Virginia Street N 87°50'14" E 230.66' to a 
point; thence along a curve to the right having a radius of 15.09', an arc length of 20.23' and a chord of S 
53°03'26" E 18.75' to a point at the back of the walk on the west side of Willow Street; thence generally 
along the back of the walk of Willow Street S 17°41'36" E 125.36' to a point (said point located N 
17°41'36" W 4.71' from a rebar found at the north face of a brick building); thence with Spencer's Mill 
Ventures, LLC (Bk 1618 Pg 467 and Lot 2 of PB 35 Pg 21‐22) six courses as follows: (1) S 71°46'22" W 
127.00' to a point; (2) thence S 18°08'21" E 32.81' to a point; (3) thence S 71°51'39" W 67.22' to a point; 
(4) thence S 18°09'28" E 57.96' to a point; (5) thence S 71°54'59" W 69.38' to a point; (6) thence S 
18°11'43" E 45.86' to a point; thence with the City of Mount Airy (Bk 1486 Pg 501 and Lot 5 of PB 35 Pg 
21‐22) S 86°42'04" W 166.23' to an iron pipe found in the line of aforementioned Housing Authority of 
the Town of Mount Airy; thence with the Housing Authority three courses as follows: (1) N 02°24'46" W 
220.10' to an iron pipe found; (2) thence N 87°48'55" E 100.07' to an iron pipe found; (3) thence N 
00°13'59" W 119.83' to the point of the BEGINNING; containing 1.902 acres (82,863 square feet) per 
survey oriented to NAD83(2011) NC Grid in May 2015 through July 2018 by Lewis N. Cox, PLS. All 
distances described are grid distances in US Survey feet with a combined factor of 1.00005343. 
Exhibit C 
Lot 2 

Legal Description ‐ Spencer's Mill ‐ Lot 2 
Spencer's Mill Ventures, LLC (Bk 1618 Pg 467 and Lot 2 of PB 35 Pg 21‐22) 

Lying and situated in the City of Mount Airy, Mount Airy Township of Surry County, North Carolina and 
being more particularly described as follows: 
Beginning on a rebar found at the north face of a brick building on the west edge of Willow Street about 
160' south of the intersection of the center of Willow Street with the center of Virginia Street, said rebar 
being a common corner between the herein described property of Spencer's Mill Ventures, LLC (Bk 1618 
Pg 467 and Lot 2 of PB 35 Pg 21‐22) and the City of Mount Airy (Bk 1486 Pg 501 and Lot 1 of PB 35 Pg 21‐
22); thence from said BEGINNING point and running in a clockwise direction generally along the north 
face of the wall N 73°03'09" E 13.11' to the northeast corner of the brick building; thence generally 
along the east face of the building and along the west edge of Willow Street S 17°59'36" E 138.94' to a 
point; thence with the City of Mount Airy (Bk 1486 Pg 501 and Lot 5 of PB 35 Pg 21‐22) four courses as 
follows: (1)      S 72°00'31" W 146.19' to a point; (2) thence S 76°37'09" W 50.00' to a point; (3) thence S 
71°59'30" W 70.84' to a point; (4) thence S 86°42'04" W 9.73' to a point; thence with the 
aforementioned City of Mount Airy (Bk 1486 Pg 501 and Lot 1 of PB 35 Pg 21‐22) six courses as follows: 
(1) N 18°11'43" W 45.86' to a point; (2) thence N 71°54'59" E 69.38' to a point; (3) thence N 18°09'28" W 
57.96' to a point; (4) thence N 71°51'39" E 67.22' to a point; (5) thence N 18°08'21" W 32.81' to a point; 
(6) thence N 71°46'22" E 127.00' to a point; thence with the west edge of Willow Street S 17°41'36" E 
4.71' to the point of the BEGINNING; containing 0.704 acres (30,658 square feet) per survey oriented to 
NAD83(2011) NC Grid in May 2015 through July 2018 by Lewis N. Cox, PLS. All distances described are 
grid distances in US Survey feet with a combined factor of 1.00005343. 
Exhibit C 
Lot 3 

Legal Description ‐ Spencer's Mill ‐ Lot 3 
Spencer Hospitality, LLC (Bk 1618 Pg 547 and Lot 3 of PB 35 Pg 21‐22) 

Lying and situated in the City of Mount Airy, Mount Airy Township of Surry County, North Carolina and 
being more particularly described as follows: 
Beginning on a new drill hole in the western concrete walk of Willow Street about 171' southerly from 
the intersection of the center of Willow Street with the center of W. Oak Street, common corner of the 
herein described property of Spencer Hospitality, LLC (Bk 1618 Pg 547 and Lot 3 of PB 35 Pg 21‐22) and 
Spencer's Property LLC (Bk 1579 Pg 197 and PB 33 Pg 92); thence from said BEGINNING point and 
running in a clockwise direction with the seam of the separate walls of adjoining buildings S 71°34'18" W 
(crossing the faces of the adjoining buildings at about 3.9', leaving the buildings at about 103.9 and 
crossing a magnail set on line at 123.37') a total distance of 128.86' to a new drill hole on the east top 
edge of a block and concrete retaining wall, said drill hole being in the eastern line of Robert Kent Slate 
and wife, Myra Garrett Slate (Bk 892 Pg 18); thence with Slate N 20°21'09" W 8.41' to a rebar found in a 
fence line; thence continuing with Slate and generally along the fence S 73°44'10" W 75.03' to a rebar 
found just north of the fence; thence continuing with Slate S 20°29'49" E 11.28' to a point; thence with 
the City of Mount Airy (Bk 1486 Pg 501 and Lot 5 of PB 35 Pg 21‐22)  S 72°52'36" W 183.46' to a point; 
thence with Mount Airy Park Place, LLC (Bk 1618 Pg 553 and Lot 4 of PB 35 Pg 21‐22) four courses as 
follows: (1) S 72°52'36" W 5.52' to the center of a wall of another building; (2) thence with the center of 
the wall N 14°41'32" W 38.79' to the intersection of the centers of two walls; (3) thence with the center 
of the wall N 75°13'03" E 9.99' to the center of the corner of the wall; (4) thence with the center of the 
wall N 14°47'50" W (leaving the wall at about 159.7') a total distance of 164.72' to a point; thence with 
the aforementioned City of Mount Airy eleven courses as follows: (1) N 79°57'51" E 66.36' to a point; (2) 
thence N 83°56'47" E 19.67' to a point; (3) thence N 72°12'40" E 76.24' to a point; (4) thence S 17°31'46" 
E 22.35' to a point; (5) thence N 72°12'14" E 65.90' to a point; (6) thence S 17°47'46" E 22.40' to a point; 
(7) thence N 72°12'14" E 42.02' to a point; (8) thence N 18°14'39" W 10.02' to a point; (9) thence N 
71°57'33" E 31.43' to a point; (10) thence S 18°01'51" E 10.05' to a point; (11) thence N 72°04'35" E 
66.68' to a point; thence generally along the east face of a building and west edge of Willow Street S 
17°59'36" E 57.19' to the corner of the building; thence leaving the building N 72°44'07" E 4.30' to a 
point at the intersection of the back of concrete sidewalks of Willow Street; thence generally along the 
back of the sidewalk of Willow Street S 18°01'17" E 87.93' to the point of the BEGINNING; containing 
1.479 acres (64,408 square feet) per survey oriented to NAD83(2011) NC Grid in May 2015 through July 
2018 by Lewis N. Cox, PLS. All distances described are grid distances in US Survey feet with a combined 
factor of 1.00005343. 
Exhibit C 
Lot 4 

Legal Description ‐ Spencer's Mill ‐ Lot 4 
Mount Airy Park Place, LLC  (Bk 1641 Pg 396 and Lot 4 of PB 35 Pg 21‐22) 
Lying and situated in the City of Mount Airy, Mount Airy Township of Surry County, North Carolina and 
being more particularly described as follows: 
Beginning on a point, the northeast corner of the herein described property of Mount Airy Park Place, 
LLC  (Bk 1618 Pg 553 and Lot 4 of PB 35 Pg 21‐22) common with the northwest corner of Spencer 
Hospitality, LLC (Bk 1618 Pg 547 and Lot 3 of PB 35 Pg 21‐22) and in the line of the City of Mount Airy (Bk 
1486 Pg 501 and Lot 5 of PB 34 Pg 131‐132);  thence from said BEGINNING point and running in a 
clockwise direction with Spencer Hospitality, LLC and with the center of a wall S 14°47'50" E (crossing 
the north face of the wall at about 5.1') a total distance of 164.72' to the center and corner of the wall; 
thence continuing with Spencer Hospitality, LLC and with the center of a wall S 75°13'03" W 9.99' to the 
center of the wall; thence continuing with Spencer Hospitality, LLC and the center of a wall S 14°41'32" E 
38.79'; thence continuing with Spencer Hospitality, LLC and leaving the wall N 72°52'36" E 5.52' to a 
point; thence with the City of Mount Airy (Bk 1486 Pg 501 and Lot 5 of PB 35 Pg 21‐22) nine courses as 
follows: (1) S 14°40'25" E 66.77' to a point; (2) thence S 75°12'38" W 60.66' to a point; (3) thence N 
14°39'47" W 39.93' to a point;  (4) thence S 75°14'27" W 29.26' to a point;  (5) thence N 14°46'42" W 
60.05' to a point; (6) thence S 75°08'57" W 132.07' to a point; (7) thence N 14°51'39" W 170.08' to a 
point; (8) thence N 75°11'20" E 161.55' to a point; (9) thence N 75°09'43" E 65.20' to the point of the 
BEGINNING; containing 1.059 of an acre (46,125 square feet) per survey oriented to NAD83(2011) NC 
Grid in May 2015 through August 2018 by Lewis N. Cox, PLS. All distances described are grid distances in 
US Survey feet with a combined factor of 1.00005343. 

Exhibit C 
Lot 5 

Legal Description ‐ Spencer's Mill ‐ Lot 5 
City of Mount Airy (Bk 1486 Pg 501 and Lot 5 of PB 35 Pg 21‐22) 
Lying and situated in the City of Mount Airy, Mount Airy Township of Surry County, North Carolina and 
being more particularly described as follows: 
Beginning on a nail set at the back of the concrete walk of Franklin Street and at the base of a granite 
wall having NAD83(2011) NC Grid coordinates of N = 1004539.092 feet and E = 1526148.486 feet, 
common corner of the herein described property of the City of Mount Airy (Bk 1486 Pg 501 and Lot 5 of 
PB 35 Pg 21‐22) and David Andrew Cooper and wife, Donna Marie Young; thence from said BEGINNING 
point and running in a clockwise direction with Cooper/Young  N 15°39'25" W 382.36' to a rebar found 
in a fence having NAD83(2011) NC Grid coordinates of N = 1004907.262 feet and E = 1526045.297 feet; 
thence with the Housing Authority of the Town of Mount Airy (Bk 253 Pg 537 and PB 6 Pg 134) five 
courses as follows: (1) N 74°55'47" E 124.36' to a rebar found; (2) thence N 09°49'54" W 120.08' to an 
iron pipe found; (3) thence N 48°26'14" E 21.96' to an iron pipe found having NAD83(2011) NC Grid 
coordinates of N = 1005072.479 feet and E = 1526161.302 feet; (4) thence S 87°33'42" E 115.11' to an 
iron pipe found; (5) thence N 30°43'37" E 53.87' to an iron pipe found; thence with the City of Mount 
Airy (Bk 1486 Pg 501 and Lot 1 of PB 35 Pg 21‐22) N 86°42'04" E 166.23' to a point; thence with 
Spencer's Mill Ventures, LLC (Bk 1618 Pg 467, Lot 2 of PB 35 Pg 21‐22) four courses as follows: (1) N 
86°42'04" E 9.73' to a point; (2) thence N 71°59'30" E 70.84' to a point; (3) thence N 76°37'09" E 50.00' 
to a point; (4) thence N 72°00'31" E 146.19' to a point in the western edge of Willow Street; thence with 
the western edge S 17°59'36" E 64.71' to a point; thence with Spencer Hospitality, LLC (Bk 1618 Pg 547 
and Lot 3 of PB 35 Pg 21‐22) eleven courses as follows: (1) S 72°04'35" W 66.68' to a point; (2) thence N 
18°01'51" W 10.05' to a point; (3) thence S 71°57'33" W 31.43' to a point; (4) thence S 18°14'39" E 
10.02' to a point; (5) thence S 72°12'14" W 42.02' to a point; (6) thence N 17°47'46" W 22.40' to a point; 
(7) thence S 72°12'14" W 65.90' to a point; (8) thence N 17°31'46" W 22.35' to a point; (9) thence S 
72°12'40" W 76.24' to a point; (10) thence S 83°56'47" W 19.67' to a point; (11) thence S 79°57'51" W 
66.36' to a point; thence with Mount Airy Park Place, LLC (Bk 1618 Pg 553 and Lot 4 of PB 35 Pg 21‐22) 
nine courses as follows: (1) S 75°09'43" W 65.20' to a point; (2) thence S 75°11'20" W 161.55' to a point; 
(3) thence S 14°51'39" E 170.08' to a point; (4) thence N 75°08'57" E 132.07' to a point; (5) thence S 
14°46'42" E 60.05' to a point; (6) thence N 75°14'27" E 29.26' to a point; (7) thence S 14°39'47" E 39.93' 
to a point; (8) thence N 75°12'38" E 60.66' to a point;  (9) thence N 14°40'25" W 66.77' to a point; thence 
with aforementioned Spencer Hospitality, LLC N 72°52'36" E 183.46' to a point; thence with Robert Kent 
Slate and wife, Myra Garrett Slate S 20°29'49" E 222.71' to an iron rod found at the back of the concrete 
walk of aforementioned Franklin Street; thence with the back of the walk six courses as follows: (1) S 
69°29'46" W 85.94' to a point; (2) thence S 69°03'59" W 331.23' to a point; (3) thence S 70°50'18" W 
21.91' to a point; (4) thence S 73°06'44" W 17.12' to a point; (5) thence S 73°31'33" W 105.63' to a point; 
(6) thence S 81°49'16" W 11.65' to the point of the BEGINNING; containing 4.163 acres (181,357 square 
feet) per survey oriented to NAD83(2011) NC Grid in May 2015 through July 2018 by Lewis N. Cox, PLS. 
All distances described are grid distances in US Survey feet with a combined factor of 1.00005343.