21061 Berryhill-Thrift NBP for PC 20181126

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Property Owner: Brownstone Properties II LLC
Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____

NOTICE OF BROWNFIELDS PROPERTY
Site Name: Berryhill-Thrift Road
Brownfields Project Number: 21061-17-060

This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 201__ by 2317 Thrift Holdings, LLC
(“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 1225 Berryhill Road and 2317 Thrift Road, Charlotte,
Mecklenburg County, North Carolina. The Brownfields Property contains approximately 3.83 acres with one
28,000 square foot commercial building. The Prospective Developer intends to develop the property for retail,
office, parking, restaurant, recreation, open space, entertainment, amenity space, brewery or food production
facility, industrial, warehousing, and, subject to DEQ’s prior written approval, other commercial uses. The
Brownfields Property is the former location of Cherokee Oil, a hazardous materials waste recycler, and an
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automotive repair business and CSX rail spur. The Brownfields Property is primarily surrounded by land in
commercial and industrial use. Groundwater and soil are contaminated at the Brownfields Property due to
historical activities on the Brownfields Property.

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 land use restrictions below have been EXCERPTED VERBATIM from paragraph 15 of the
Brownfields Agreement, and all subparagraph letters/numbers are the same as those used in the
Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields
Property:

a. No use may be made of the Brownfields Property other than for retail, office, parking, restaurant,
recreation, open space, entertainment, amenity space, brewery or food production facility, industrial,
warehousing, and, subject to DEQ’s prior written approval, other commercial uses. For purposes of this
restriction, the following definitions apply:

i. “Retail” 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/or beverage
products.
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ii. “Office” defined as the provision of business or professional services.

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

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

v. “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, swimming pools, sports-related courts and fields, open space, greenways, parks, walking paths,
picnic and public gathering areas, and, with the prior written approval of DEQ, playgrounds.

vi. “Open Space” defined as land maintained in a natural or landscaped state and used for
natural resource protection, buffers, greenways, or detention facilities for stormwater.

vii. “Entertainment” defined as private, public, and community activities (such as, for
example, festivals, theater, musical events or shows), which may include food and beverage service.

viii. “Amenity Space” defined as hardscaped or landscaped courtyard, swimming pool, pool
deck, fire pit, grilling station, seating areas, and common use interior clubhouse.

ix. “Brewery or Food Production Facility” defined as an establishment for the manufacture,
sale and/or distribution of beverages or food products, including without limitation beer and ale, together
with associated public roadways and related infrastructure.

x. “Industrial” defined as the assembly, fabrication, processing, warehousing or distribution
of goods or materials.

xi. “Warehousing” defined as the use of a commercial building for storage of goods by
manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to
the storage of goods and materials for a specific commercial establishment or group of establishments in a
particular type of industry or commercial activity.

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

b. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in
regard to a particular activity or unless conducted by or on behalf of the DEQ Superfund Section, no
activities that encounter, expose, remove or use groundwater (for example, installation of water supply
wells, ponds, lakes or 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
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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. 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 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 soils
excavated during redevelopment.

d. The proposed use of the Brownfields Property, as defined in subparagraph 15.a above, may not
occur until the then owner of the Brownfields Property conducts representative final grade soil sampling
of any area within the Brownfields Property pursuant to a plan approved in writing by DEQ that is not
covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways, unless
otherwise approved by DEQ in writing.

e. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are
received per subparagraph 15.d., above, no activity that disturbs soil on the Brownfields Property 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”;

ii. mowing and pruning of above-ground vegetation;

iii. for repair of underground infrastructure, provided that DEQ shall be given written notice
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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; and

iv. in connection with work conducted in accordance with a DEQ-approved EMP as outlined
above in subparagraph 15.c. or in connection with DEQ Superfund Section activities.

f. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling
and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with
an approved EMP as outlined above in subparagraph 15.c. or unless conducted by or on behalf of the DEQ
Superfund Section.

g. As part of the Land Use Restrictions Update described below in subparagraph 15.o for each
year after the year in which the Notice referenced below in Paragraph 20 is recorded, 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 (other than DEQ Superfund
Section 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 legally required manifests shall
be included).
The report will also include copies of environmental data and reports provided by the DEQ
Superfund Section or other remediating party to the owner documenting environmental work conducted
at the Brownfields Property since the last reporting period.

h. 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.

i. 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
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Notice of Brownfields Property recorded in the Mecklenburg 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. The owner conveying an interest may use the following mechanisms to comply with
the obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner conveying
an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this
subparagraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notice
and Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather than full
copies of said leases, to the persons listed in Section XV.

j. 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.

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

l. No occupancy of the Brownfields Property for the uses defined in subparagraph 15.a. may occur
until a work plan for the installation and sampling of a soil gas monitoring point is approved by DEQ. The
work plan will include, at a minimum, details on schedule and methodology for installation and sampling
of either a permanent soil gas monitoring point to be placed at a location near the location of former soil
sampling location SB-6 on the Brownfields Property, or one sub slab soil gas vapor pin monitoring point
installed in the northern portion of the 2317 Thrift Road parcel building adjoining the Berryhill Road
parcel. The monitoring point will be sampled for tetrachloroethylene and degradation products
(trichloroethylene, 1,1-dichloroethylene, 1,1-dichloroethane, ethylbenzene, naphthalene, total xylenes, and
vinyl chloride) within one month after monitoring point installation and then annually. At the completion
of the third annual sampling event, a request to terminate future annual sampling may be submitted to
DEQ that includes the public health rationale for such termination. Should the data collected from this
soil gas point indicate exposures at the Brownfields Property that raises the risk to public health or the
environment beyond an acceptable range and in a manner or to a degree not anticipated in this Agreement,
DEQ may require that the then owner(s) re-evaluate that risk for areas potentially subject to said risk and
conduct any actions DEQ deems necessary to reduce said risk to make the Brownfields Property suitable
for the uses authorized in subparagraph 15.a while fully protecting public health and the environment.

m. No enclosed building may be constructed on the Brownfields Property and no existing buildings,
defined as those depicted on the plat component of the Notice of Brownfields Property referenced below in
paragraph 20, may be occupied (provided, however, that the Prospective Developer’s, the then current
owner’s, or DEQ Superfund Section’s provision of data, collected after the buildings are ready for
occupancy but before occupancy occurs, that indicates to DEQ’s written satisfaction that indoor air
concentrations of target compounds are below applicable commercial/industrial screening levels or levels
developed through a DEQ approved site-specific risk assessment shall satisfy the requirements of this
subparagraph with regard to the existing buildings, as depicted on the plat) until DEQ determines in
writing that:

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i. the buildings are or will 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.

n. None of the contaminants known to be present in the environmental media at the Brownfields
Property, as described in Exhibit 2 to 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 fuel or other fluids customarily used in vehicles, landscaping equipment, and
emergency generators;

iii. as constituents of products and materials customarily used and stored in retail, office,
parking, restaurant, recreation, open space, entertainment, amenity space, and brewery and food
production facility environments, provided such products and materials are stored in original retail
packaging and used and disposed of in accordance with applicable laws; and

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 from the Brownfields
Property in the original packaging or containers.

o. 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 Mecklenburg County, certifying that, as of said January 1st, the Notice of
Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg County
Register of Deeds office and that the land use restrictions are being complied with. The submitted LURU
shall state the following:

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
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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.m. above 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;

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 subparagraph 15.i above and paragraph 21 below of this Agreement provided that if
abstracts of leases are sent, rather than full copies of leases, or standard form leases or riders are used in
every instance, a copy of such abstract or standard form lease or rider may be sent in lieu of copies of
actual leases; and

vi. A property owners’ association or other entity may perform this LURU’s duties, on
behalf of some or all owners of the Brownfields Property, if said association or entity has accepted
responsibility for such performance pursuant to a notarized instrument satisfactory to DEQ that includes
at a minimum, the name, mailing address, telephone and facsimile numbers, and e-mail address of each
owner on whose behalf the LURU is proposed to be submitted.

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

ENFORCEMENT

The above land use restrictions shall be enforceable without regard to lack of privity of estate or contract,
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
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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__.

2317 Thrift Holdings, LLC

By: __________________________________________
Name typed or printed: Lat H. Purser
Title typed or printed: Manager

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: Lat H. Purser.

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.

Brownstone Properties II LLC

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

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EXHIBIT A

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY

IN THE MATTER OF: 2317 Thrift Holdings, LLC

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Berryhill-Thrift Road
OF 1997, NCGS § 130A-310.30, et seq. ) 1225 Berryhill Road and 2317 Thrift
Road
Brownfields Project # 21061-17-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and 2317 Thrift Holdings, LLC (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 1225 Berryhill Road and 2317 Thrift Road (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.
2317 Thrift Holdings, LLC is a North Carolina Limited Liability Company that was
formed on October 19, 2018. Its registered agent is Pete Brucia and its mailing address is 4530
Park Road, Suite 410, Charlotte, NC 28209. The Brownfields Property contains approximately
3.83 acres, and its property tax parcel ID numbers are listed below.
Address/Parcel Description Tax Parcel ID #
1225 Berryhill Road 07105116
CSX Parcel 07105121
2317 Thrift Road 07105114

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The Brownfields Property contains one approximately 28,000 square foot commercial building
located on parcel no. 07105114. 2317 Thrift Holdings, LLC intends to redevelop the
Brownfields Property for retail, office, parking, restaurant, recreation, open space, entertainment,
amenity space, brewery or food production facility, industrial, warehousing, and, subject to
DEQ’s prior written approval, other commercial uses. The Brownfields Property is surrounded
by land in commercial and industrial use. Groundwater and soil are contaminated at the
Brownfields Property due to historical activities on the Brownfields Property.
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 2317 Thrift Holdings, LLC for contaminants at the Brownfields Property.
The Parties agree that 2317 Thrift Holdings, LLC’s entry into this Agreement, and the
actions undertaken by 2317 Thrift Holdings, LLC in accordance with the Agreement, do not
constitute an admission of any liability by 2317 Thrift Holdings, LLC for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit 2317
Thrift Holdings, LLC 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

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Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean 2317 Thrift Holdings, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises three parcels totaling approximately 3.83 acres.
Prospective Developer has committed itself to redevelopment for no uses other than retail, office,
parking, restaurant, recreation, open space, entertainment, amenity space, brewery or food
production facility, industrial, warehousing, and, subject to DEQ’s prior written approval, other
commercial uses.
4. The Brownfields Property is bordered to the north by Berryhill Road and Melton’s
Tires (a former commercial fuel service station); to the east by Thrift Road, beyond which is a
vacant former industrial property historically occupied by General Electric Co.
(NCD051322980); to the south by an inactive CSX railroad spur right-of-way and the Fleming
Labs Brownfields Property (Brownfields Project No. 16041-12-060); and to the west by a
propane storage facility owned by Suburban Propane.
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
Draft Remedial Investigation Report,
Cherokee Oil Site, 1225 Berryhill Road
Hart & Hickman July 13, 2018
Brownfields Assessment Report, Berryhill
Road and Thrift Road II Sites
Hart & Hickman February 13, 2018
Limited Site Investigation, Thrift Road
Commercial Building, 2317 Thrift Road,
Charlotte, NC
Terracon
Consultants, Inc.
December 3, 2015
Phase II Environmental Site Assessment,
Suburban Propane, 2317 Thrift Road,
Charlotte
Fluor Daniel GTI November 25, 1997

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Title Prepared by Date of Report
Soil Sample Analytical Results, Cherokee Oil
Company, 1201 Berryhill Road, Charlotte
North Carolina State
Department of
Environment, Health,
and Natural
Resources
(NCDEHNR)
July 31, 1996
Affidavit To Obtain Administrative
Inspection Warrant For Particular Condition
Or Activity, 1201 Berryhill Road, Charlotte,
NC
Douglas B. Moore,
District Court Judge
March 6, 1996
Phase I Environmental Site Assessment
Report, 2317 Thrift Road
Geraghty & Miller,
Inc.
January 22, 1996
Sample Analysis Request, Cherokee
Resources, Inc. 1201 Berryhill Road,
Charlotte, NC
NC DEHNR July 29, 1991
Correspondences, Cherokee Oil Company
Site, 1201 Berryhill Road, Charlotte, NC
NCDEHNR 1983-1996

6. For purposes of this Agreement, DEQ relies on the following representations by
DWM files and/or Prospective Developer as to use and ownership of the Brownfields Property:
a. The 1225 Berryhill Road parcel consists of approximately 0.70 acres of
undeveloped land. The parcel was undeveloped vacant land as early as the 1930s. By 1948 the
parcel was developed with a commercial building that was utilized as the Cities Service Oil
Company bulk plant as early as the 1950s and by American Mineral Spirits Company in the
1960s. From approximately the mid-1980s until the early to mid-1990s, the parcel was occupied
by Cherokee Oil Company and utilized as a waste oil processing facility which accepted waste
oil and various hazardous substances. The parcel was most recently used by a landscaping
company for storage of materials and equipment.
b. Portions of the CSX right-of-way parcel were utilized as a rail spur from at
least the 1940s until the tracks were removed in the 1970s. No structures were reported to have

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been constructed on this parcel. The parcel is currently not used and is unoccupied.
c. The 2317 Thrift Road parcel is located adjacent to the southeast of the 1225
Berryhill Road parcel and adjacent to the east of the CSX parcel. This portion of the Brownfields
Property is comprised of one approximately 2.28-acre parcel developed with an approximately
28,000 square foot (sq ft) commercial building. The parcel is located topographically
downgradient of the 1225 Berryhill Road parcel where the former Cherokee Oil facility was
located. The parcel was undeveloped vacant land in the earliest historical resource reviewed, a
1938 aerial photograph. The building was constructed in the mid to late 1940s and was utilized
by a propane distribution company as administrative offices, vehicle maintenance, carburetor
rebuilding shop, and a propane storage yard until approximately 2000. The southern portions of
the 2317 Thrift Road building were most recently occupied by an automotive repair facility/U-
Haul rental office and a hair salon, but the building is currently unoccupied.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. According to information obtained during U.S. Environmental Protection
Agency (EPA) Emergency Response and Removal Branch (ERRB) and Resource Conservation
and Recovery Act (RCRA) investigations conducted in the early 1990s at 1225 Berryhill Road,
the former Cherokee Oil facility (EPA ID No. NCD980799019) accepted hazardous substances
and hazardous wastes that it was not permitted to accept. Hazardous material was reportedly
blended with waste oil and stored in roll-off containers, drums, tanker truck trailers, aboveground
storage tanks (ASTs), underground storage tanks (USTs), and aboveground spill containment
basins. In July 1991, the EPA conducted a criminal investigation associated with reported

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improper handling and improper disposal of hazardous materials. In August 1994, EPA ERRB
personnel conducted reconnaissance activities at the Cherokee Oil facility and identified
approximately 1,000 drums, 12 ASTs, two tanker trailers, and one roll-off container in various
stages of deterioration. From November 1994 to March 1996, the EPA ERRB conducted
emergency removal of identified potentially hazardous materials, storage vessels, a fueling
station containing three USTs, and containment areas. Visibly impacted soil was excavated,
although subsequent assessment data indicates the extent of excavation was minimal. Post-
excavation soil sampling performed by the EPA ERRB indicated that residual impacted soil
containing volatile organic compounds (VOCs) and semi-volatile organic compounds (SVOCs)
remained at the Brownfields Property. DEQ subsequently performed additional limited soil
sampling in the late 1990s which also indicated that residual impacted soil remained at the site.
b. In the 1990s, Mecklenburg County and EPA personnel observed overland
drainage of waste material from the 1225 Berryhill Road parcel onto parcels located adjacent to
the south (former CSX parcel) and the southeast (2317 Thrift Road). In March 1996, DEQ
Superfund Section personnel collected surficial soil samples for laboratory analysis in the areas
of the observed overland drainage. Laboratory analytical results indicated that several SVOCs,
polychlorinated biphenyls (PCBs), and metals were detected above the Inactive Hazardous Sites
Branch (IHSB) Preliminary Soil Remediation Goals (PSRGs).
c. DEQ approved Brownfields assessment activities were completed on the
Brownfield Property in October 2017 and reported in February 2018. Laboratory results
indicated the presence of VOCs, SVOCs, and PCB congeners in soil at concentrations above the
DEQ IHSB Industrial/Commercial PSRGs on the Berryhill Rd. and CSX parcels. In addition,

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laboratory results indicated the presence of VOCs and SVOCs above North Carolina 2L
Groundwater Standards. Sub-slab and indoor air samples were also collected from the building
on the Thrift Road parcel. Laboratory results indicated that naphthalene and methylene chloride
exceeded Residential Vapor Intrusion Screening Levels (VISLs) in one indoor air sample and
naphthalene exceeded Non-residential VISLs in one indoor air sample. Based on a single
sampling event, naphthalene and methylene chloride were not detected at concentrations
indicative of potential vapor intrusion in co-located sub-slab soil vapor samples collected
concurrent with the above indoor air samples. Additionally, tetrachloroethylene was detected at
a concentration exceeding the Residential VISL in a sub-slab soil vapor sample collected beneath
the existing building on the Thrift Road parcel. However, tetrachloroethylene was not detected
in a co-located indoor air sample collected concurrent with the above sub-slab soil vapor sample.
d. A remedial investigation was conducted by the DEQ Superfund Section at the
former Cherokee Oil Berryhill Road parcel from March to May 2018. Laboratory results show
the presence of VOCs, SVOCs and metals above 15A NCAC 02L.0202 Groundwater Standards
(2L). Results also indicate that the groundwater plume extends offsite and is migrating
south/southwest to the adjacent Suburban Propane property. In addition, laboratory results
indicated the presence of VOCs exceeding Non-Residential Groundwater VISLs, and soils
exceeding Industrial PSRG screening levels for VOCs, SVOCs, PCBs and metals. A receptor
survey conducted by DEQ indicated no groundwater supply wells within a 0.5 mile radius of the
Brownfields Property. The Remedial Investigation report indicated additional receptor survey
and assessment work will be conducted to evaluate historical impacts from surface water
downgradient of the Brownfields Property.

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8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on April 12, 2018. 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 and, on October 30,
2018, submitting to DEQ an addendum to the Brownfields Property Application (BPA)
originally submitted and dated December 21, 2017.
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
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;

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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. The Parties agree that the $24,500 “Redevelopment Now” fee that has been paid
suffices 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 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. an increase in the Brownfields Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. an increase in tax revenue for affected jurisdictions;
d. additional retail, office, restaurant, brewery and food production, and other
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”).

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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 &
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 retail, office,
parking, restaurant, recreation, open space, entertainment, amenity space, brewery or food
production facility, industrial, warehousing, and, subject to DEQ’s prior written approval, other
commercial uses. For purposes of this restriction, the following definitions apply:

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i. “Retail” 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/or beverage products.
ii. “Office” defined as the provision of business or professional services.
iii. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same.
iv. “Restaurant” defined as a commercial business establishment that
prepares and serves food and/or beverages to patrons.
v. “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, swimming pools, sports-related courts and fields, open
space, greenways, parks, walking paths, picnic and public gathering areas, and, with the prior
written approval of DEQ, playgrounds.
vi. “Open Space” defined as land maintained in a natural or landscaped
state and used for natural resource protection, buffers, greenways, or detention facilities for
stormwater.
vii. “Entertainment” defined as private, public, and community activities
(such as, for example, festivals, theater, musical events or shows), which may include food and
beverage service.
viii. “Amenity Space” defined as hardscaped or landscaped courtyard,
swimming pool, pool deck, fire pit, grilling station, seating areas, and common use interior
clubhouse.

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ix. “Brewery or Food Production Facility” defined as an establishment for
the manufacture, sale and/or distribution of beverages or food products, including without
limitation beer and ale, together with associated public roadways and related infrastructure.
x. “Industrial” defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials.
xi. “Warehousing” defined as the use of a commercial building for storage
of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others,
and also refers to the storage of goods and materials for a specific commercial establishment or
group of establishments in a particular type of industry or commercial activity.
xii. “Commercial” defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. Unless compliance with this Land Use Restriction is waived in writing by
DEQ in advance in regard to a particular activity or unless conducted by or on behalf of the DEQ
Superfund Section, no activities that encounter, expose, remove or use groundwater (for
example, installation of water supply wells, ponds, lakes or 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

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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. 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
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

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contaminated soils excavated during redevelopment.
d. The proposed use of the Brownfields Property, as defined in subparagraph 15.a
above, may not occur until the then owner of the Brownfields Property conducts representative
final grade soil sampling of any area within the Brownfields Property pursuant to a plan
approved in writing by DEQ that is not covered by building foundations, sidewalks, or asphaltic
or concrete parking areas and driveways, unless otherwise approved by DEQ in writing.
e. Unless otherwise approved by DEQ in writing after results of final grade soil
sampling are received per subparagraph 15.d., above, no activity that disturbs soil on the
Brownfields Property 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”;
ii. mowing and pruning of above-ground vegetation;
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; and
iv. in connection with work conducted in accordance with a DEQ-
approved EMP as outlined above in subparagraph 15.c. or in connection with DEQ Superfund
Section activities.
f. Soil may not be removed from, or brought onto, the Brownfields Property

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without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 15.c.
or unless conducted by or on behalf of the DEQ Superfund Section.
g. As part of the Land Use Restrictions Update described below in
subparagraph 15.o for each year after the year in which the Notice referenced below in Paragraph
20 is recorded, 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 (other than DEQ Superfund Section 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
legally required manifests shall be included).
The report will also include copies of environmental data and reports provided by the

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DEQ Superfund Section or other remediating party to the owner documenting environmental
work conducted at the Brownfields Property since the last reporting period.
h. 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.
i. 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 Mecklenburg 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. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner
conveying an interest may provide DEQ with copies of a form lease or rider evidencing
compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notice and Submissions); or (ii) The owner conveying an interest
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in
Section XV.
j. The owner of any portion of the Brownfields Property where any existing, or

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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.
k. The Brownfields Property may not be used for child care, adult care centers or
schools without the prior written approval of DEQ.
l. No occupancy of the Brownfields Property for the uses defined in subparagraph
15.a. may occur until a work plan for the installation and sampling of a soil gas monitoring point
is approved by DEQ. The work plan will include, at a minimum, details on schedule and
methodology for installation and sampling of either a permanent soil gas monitoring point to be
placed at a location near the location of former soil sampling location SB-6 on the Brownfields
Property, or one sub slab soil gas vapor pin monitoring point installed in the northern portion of
the 2317 Thrift Road parcel building adjoining the Berryhill Road parcel. The monitoring point
will be sampled for tetrachloroethylene and degradation products (trichloroethylene, 1,1-
dichloroethylene, 1,1-dichloroethane, ethylbenzene, naphthalene, total xylenes, and vinyl
chloride) within one month after monitoring point installation and then annually. At the
completion of the third annual sampling event, a request to terminate future annual sampling
may be submitted to DEQ that includes the public health rationale for such termination. Should
the data collected from this soil gas point indicate exposures at the Brownfields Property that
raises the risk to public health or the environment beyond an acceptable range and in a manner or
to a degree not anticipated in this Agreement, DEQ may require that the then owner(s) re-
evaluate that risk for areas potentially subject to said risk and conduct any actions DEQ deems

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necessary to reduce said risk to make the Brownfields Property suitable for the uses authorized in
subparagraph 15.a while fully protecting public health and the environment.
m. No enclosed building may be constructed on the Brownfields Property and no
existing buildings, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced below in paragraph 20, may be occupied (provided, however, that the
Prospective Developer’s, the then current owner’s, or DEQ Superfund Section’s provision of
data, collected after the buildings are ready for occupancy but before occupancy occurs, that
indicates to DEQ’s written satisfaction that indoor air concentrations of target compounds are
below applicable commercial/industrial screening levels or levels developed through a DEQ
approved site-specific risk assessment shall satisfy the requirements of this subparagraph with
regard to the existing buildings, as depicted on the plat) until DEQ determines in writing that:
i. the buildings are or will 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

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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.
n. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 to 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 fuel or other fluids customarily used in vehicles, landscaping
equipment, and emergency generators;
iii. as constituents of products and materials customarily used and stored
in retail, office, parking, restaurant, recreation, open space, entertainment, amenity space, and
brewery and food production facility environments, provided such products and materials are
stored in original retail packaging and used and disposed of in accordance with applicable laws;
and
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
from the Brownfields Property in the original packaging or containers.
o. 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

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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 Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with. The submitted LURU shall state the following:
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.m. above 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;
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 subparagraph 15.i above and paragraph 21 below of this
Agreement provided that if abstracts of leases are sent, rather than full copies of leases, or
standard form leases or riders are used in every instance, a copy of such abstract or standard form

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lease or rider may be sent in lieu of copies of actual leases; and
vi. A property owners’ association or other entity may perform this
LURU’s duties, on behalf of some or all owners of the Brownfields Property, if said association
or entity has accepted responsibility for such performance pursuant to a notarized instrument
satisfactory to DEQ that includes at a minimum, the name, mailing address, telephone and
facsimile numbers, and e-mail address of each owner on whose behalf the LURU is proposed to
be submitted.
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
15.h above, Prospective Developer shall provide DEQ, its authorized officers, employees,

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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
Mecklenburg 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 Mecklenburg 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

24

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Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
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 while Prospective
Developer owns 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 subparagraph 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 December 21, 2017, and the addendum to same
dated October 30, 2018 by which it applied for this Agreement, as modified herein. That use is
retail, office, parking, restaurant, recreation, open space, entertainment, amenity space, brewery
or food production facility, industrial, warehousing, 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.

25

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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
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

26

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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
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.

27

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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.
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

28

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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 subparagraph 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
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

29

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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
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:

Mark H. Miller (or successor in function)
2317 Thrift Holdings, LLC
4530 Park Road, Suite 410
Charlotte, NC, 28209

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

30

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302750315 v3
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
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

31

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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
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

32

21061-17-060/Berryhill-Thrift Rd (For PC 20181126)
302750315 v3

IT IS SO AGREED:
2317 THRIFT HOLDINGS, LLC
By:
____________________________________________________________________________
Name typed or printed: Lat H. Purser Date
Title typed or printed: Manager


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21061-17-060/Berryhill/ Thrift Road (20181126)

1
Exhibit 2

The most recent environmental sampling at the Property reported in the Environmental
Reports occurred on May 22, 2018. 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 and groundwater
standards are shown for reference only and are not set forth as cleanup levels for purposes of this
Agreement.

GROUNDWATER

Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the
standards for which are contained in Title 15A of the North Carolina Administrative Code,
Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):

Groundwater Contaminant Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening Level
(µg/L)
Standard
(µg/L)
Acetone TMW-5 6/9/17 45,800 6,000
Arsenic TMW-5 (DUP-
2) 6/9/17 10.2 10
Benzene TMW-4 6/9/17 2.53 1 TMW-5 6/9/17 252
Cadmium TMW-5 6/9/17 8.50 2
Chloromethane TMW-5 (DUP-
2) 6/9/17 3.06 3
Chromium TMW-2 6/8/17 20.1 10 TMW-5 6/9/17 46.3
1,2-Dichlorobenzene TMW-5 6/9/17 143 20
1,1-Dichloroethane
TMW-1 6/8/17 16.8
6 TMW-3 6/9/17 6.30
TMW-4 6/9/17 11.1
TMW-5 6/9/17 3,370
1,1-Dichloroethene TMW-1 6/8/17 10.0 7 TMW-5 6/9/17 61.1
cis-1,2-Dichloroethene TMW-5 6/9/17 496 70
1,2-Dichloroethane TMW-5 6/9/17 46.2 0.4
1,2-Dichloropropane TMW-5 6/9/17 1.16 0.6
1,4-Dichlorobenzene TMW-5 6/9/17 8.26 6
Ethylbenzene TMW-5 6/9/17 1,650 600
2-Hexanone TMW-5 6/9/17 47.3 40
Lead TMW-5 6/9/17 95.4 15
Methyl tert-butyl ether TMW-5 6/9/17 100 20

21061-17-060/Berryhill/ Thrift Road (20181126)

2
Groundwater Contaminant Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening Level
(µg/L)
Standard
(µg/L)
Methylene Chloride TMW-5 6/9/17 334 5
2-Methylnaphthalene TMW-5 6/9/17 199 30
3 & 4 Methylphenol TMW-5 6/9/17 1,150 440
Naphthalene TMW-5 6/9/17 486 6
Phenol TMW-5 6/9/17 1,110 30
Selenium TMW-5 6/9/17 51.9 20
Tetrachloroethene
TMW-1 6/8/17 58.2
0.7
TMW-2 6/8/17 11.5
TMW-3 6/9/17 13.2
TMW-5 6/9/17 144
TMW-6 6/9/17 1.83
Toluene TMW-5 6/9/17 9,420 600
1,1,1-Trichloroethane TMW-5 6/9/17 305 200
Trichloroethene TMW-1 6/8/17 9.41 3 TMW-5 6/9/17 33.7
Vinyl chloride TMW-4 6/9/17 1.23 0.03 TMW-5 6/9/17 1,050
Xylenes, Total TMW-5 6/9/17 6,490 500

21061-17-060/Berryhill/ Thrift Road (20181126)

3
GROUNDWATER VAPOR INTRUSION RISK

Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the
equivalent of parts per billion), the vapor intrusion screening levels for which are derived from
the Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management
February 2018 version):
Groundwater Contaminant Sample Location Date of
Sampling
Concentration
Exceeding
Screening
Level (µg/L)
Non-Residential
VI Screening
Level (µg/L)1
Benzene TMW-5 6/9/17 252 69
1,1-Dichloroethane TMW-5 6/9/17 3,370 330
Ethylbenzene TMW-5 6/9/17 1,650 150
Tetrachloroethene TMW-1 6/8/17 58.2 48 TMW-5 6/9/17 144
Trichloroethene TMW-1 6/8/17 9.41 4.4 TMW-5 6/9/17 33.7
1,2,4-Trimethylbenzene TMW-5 6/9/17 217 210
Vinyl chloride TMW-5 6/9/17 1,050 25
Xylenes, Total TMW-5 6/9/17 6,490 380

1 Screening 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.

21061-17-060/Berryhill/ Thrift Road (20181126)

4
SOIL

Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the
screening levels for which are derived from the Preliminary Industrial/Commercial Health- Based
Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section
(February 2018 version):
Soil Contaminant Sample Location Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level (mg/kg)
Industrial/
Commercial
Screening
Level1
(mg/kg)
Arsenic1 BKG-2 0-1 6/9/2017 6.82 3.0 BKG-3 0-1 6/9/2017 23.0
Bis(2-ethylhexyl) phthalate
SB-29b 3-5 4/12/2018 380
39 SB-40b 9-11 4/12/2018 390
SB-6 3-4 6/8/2017 197
SB-9 13-15 6/7/2017 525
Chromium (total)1
SB-1 1-2 6/5/2017 84.8
6.5
SB-2 1-2 6/5/2017 53.9
SB-3 13-15 6/7/2017 23.0
SB-4 1-2 10/11/2017 46.1
SB-4 27-29 6/5/2017 24.6
SB-5 2-3 10/9/2017 56.2
SB-5 13-15 6/6/2017 176
SB-5A 1-2 10/9/2017 25.6
SB-5B 1-2 10/9/2017 54.6
SB-5C 1-2 10/9/2017 92.0
SB-6 3-4 6/8/2017 35.2
SB-7 2-3 6/8/2017 34.0
SB-8 1-2 10/9/2017 24.0
SB-8 9-11 6/7/2017 108
SB-9 1-2 10/11/2017 22.8
SB-9 13-15 6/7/2017 22.8
SB-10 1-2 6/5/2017 36.7
SB-11 13-15 6/7/2017 16.7
SB-12 11-13 6/7/2017 159
SB-13 1-2 6/6/2017 38.6
SB-14 0.75-
2 6/6/2017 40.0
SB-15 1-2 6/5/2017 44.1
SB-27b 3-5 4/12/2018 47B-07
SB-29b 3-5 4/12/2018 54B-07
SB-29b 17-19 4/12/2018 13B-07

21061-17-060/Berryhill/ Thrift Road (20181126)

5
Soil Contaminant Sample Location Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level (mg/kg)
Industrial/
Commercial
Screening
Level1
(mg/kg)
Chromium (total)1
SB-32b 3-5 4/12/2018 84B-07
6.5
SB-32b 17-19 4/12/2018 220B-07
SB-40b 9-11 4/12/2018 18B-07
SB-41b 15-17 4/12/2018 140B-07
SB-44b 3-4 4/12/2018 54B-07
SB-50b 5-7 4/12/2018 380B-07
SB-52b 0-1 4/12/2018 85B-07
SB-55 1-3 4/12/2018 65B-07
SB-55 13-15 4/12/2018 120B-07
1,2-Dibromo-3-
chloropropane SB-6 (SB-DUP-1) 3-4 4/2/2018 8.1 0.068
Ethylbenzene
SB-5 13-15 6/6/2017 354
27
SB-6 (SB-DUP-1) 3-4 4/2/2018 120
SB-9 13-15 6/7/2017 52.0
SB-26 4-5 4/3/2018 47
SB-27 4-5 4/2/2018 90
SB-29 2-3 4/2/2018 36
SB-29 3-4 4/2/2018 120
SB-29 4-5 4/2/2018 130
SB-31 4-5 4/2/2018 36
SB-32 3-4 4/3/2018 1300
SB-32 4-5 4/2/2018 290
SB-40 9-11 4/3/2018 140
SB-47 7-9 4/5/2018 120
SB-47 15-17 4/5/2018 93
Manganese
SB-BG-1 13-15 4/6/2018 2,500
5,600 SB-BG-2 3-4 4/6/2018 5,200
SB-BG-3 3-4 4/6/2018 1,800
SB-BG-3 13-15 4/6/2018 930
1-Methylnaphthalene SB-5 13-15 6/6/2017 81 18
Naphthalene
SB-5 13-15 6/6/2017 827
18
SB-5 13-15 6/6/2017 64.6
SB-6 3-4 6/8/2017 22.5
SB-9 13-15 6/7/2017 58.8
SB-9 13-15 6/7/2017 29.9
SB-26 3-4 4/2/2018 21
SB-26 4-5 4/3/2018 61
SB-27 4-5 4/2/2018 35
SB-27b 3-5 4/12/2018 29

21061-17-060/Berryhill/ Thrift Road (20181126)

6
Soil Contaminant Sample Location Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level (mg/kg)
Industrial/
Commercial
Screening
Level1
(mg/kg)
Naphthalene
SB-29 3-4 4/2/2018 52
18
SB-29 4-5 4/2/2018 52
SB-29b 17-19 4/12/2018 23
SB-30 4-5 4/2/2018 29
SB-31 4-5 4/2/2018 34
SB-32 3-4 4/3/2018 28
SB-32 4-5 4/2/2018 19
SB-40 9-11 4/3/2018 230
SB-40b 9-11 4/12/2018 47
SB-47 7-9 4/5/2018 78
SB-47 15-17 4/5/2018 60
SB-52 0-1 4/10/2018 23
SB-52 (SB-DUP-6) 9-11 4/10/2018 43
PCB-1254 SB-29b 17-19 4/12/2018 3.2 0.97
126-PeCB SB-4 1-2 10/11/2017 0.000196 0.00015
Non-Dioxin Like PCB
Congeners
SB-29b 17-19 4/12/2018 1.86349 0.95
SB-4 1-2 10/11/2017 1.18
Tetrachloroethene SB-5 13-15 6/6/2017 345 82
Trichloroethene SB-29 4-5 4/2/2018 5.2 4.0 SB-5 13-15 6/6/2017 23.8
1,2,3-Trichloropropane
SB-20 (SB-DUP-1) 3-4 4/2/2018 0.77
0.11
SB-28 3-4 4/2/2018 0.14
SB-31 4-5 4/2/2018 0.30
SB-29 2-3 4/2/2018 2,500
SB-29 3-4 4/2/2018 2,500
SB-20 (SB-DUP-1) 3-4 4/2/2018 1,400
SB-29 4-5 4/2/2018 4,300
SB-29b (SB-Dup-8) 17-19 4/12/2018 570
SB-29 2-3 4/2/2018 880
SB-29 3-4 4/2/2018 850
SB-29 4-5 4/2/2018 1600
o-Xylene SB-32 3-4 4/3/2018 1,400 590
Xylenes, Total SB-5 13-15 6/6/2017 1,360 530
Screening 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.
1. Detections of this constituent are suspected to be naturally occurring.
2. B-07 = analyte was detected in the associated laboratory blank as well as in the sample.

21061-17-060/Berryhill/ Thrift Road (20181126)

7

INDOOR AIR

Indoor Air contaminants in micrograms per cubic meter, the screening levels for which are derived
from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management
(February 2018 version):

Indoor Air Contaminant Sample Location Date of
Sampling
Concentration
Exceeding
Screening
Level (µg/L)
Non-Residential
IASL1
(µg/m3)
Naphthalene IAQ-4 10/09/17 3.0J 2.6

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.
J = compound was detected above the laboratory method detection limit, but below the
laboratory reporting limit resulting in an estimated concentration.
FLOOD NOTE: BASED ON MAPS PREPARED BY THEFEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA),THIS PROPERTY IS NOT LOCATED IN A SPECIALFLOOD HAZARD AREA. FLOOD INSURANCE RATE MAPNUMBER "3710454400K", EFFECTIVE DATE SEPTEMBER2, 2015, FLOOD ZONE (S) "X"THIS PLAT IS NOT SUBJECT TO THE PROVISIONS OF THE CITY OF CHARLOTTEOR MECKLENBURG COUNTY SUBDIVISION ORDINANCES AND DOES NOTREQUIRE THE APPROVAL OF THE CHARLOTTE-MECKLENBURG PLANNINGCOMMISSION. HOWEVER, ANY FURTHER SUBDIVISION OF THIS PROPERTYMAY BE SUBJECT TO THESE PROVISIONS.CHARLOTTE-MECKLENBURG PLANNING COMMISSION___________________________________________________________PLANNING COMMISSION STAFF DATEI, ___________________________REVIEW OFFICER OF MECKLENBURG COUNTY,CERTIFY THAT THE MAP OR PLAT TO WHICH THIS CERTIFICATION IS AFFIXEDMEETS ALL STATUTORY REQUIREMENTS FOR RECORDING.____________________________________________________________REVIEW OFFICER DATEI, CERTIFY THAT THIS PLAT WAS DRAWN UNDER MY SUPERVISION FROM ANACTUAL SURVEY MADE UNDER MY SUPERVISION (DESCRIPTION RECORDED INDEED BOOK 9068, PAGE 524 AND DEED BOOK 3876, PAGE 170); THAT THEBOUNDARIES NOT SURVEYED ARE INDICATED AS DRAWN FROM INFORMATION ASSHOWN ON THE FACE OF THE SURVEY; THAT THE RATIO OF PRECISION ORPOSITIONAL ACCURACY IS 1:10,000+; AND THAT THIS MAP MEETS THEREQUIREMENTS OF THE STANDARDS OF PRACTICE FOR LAND SURVEYING INNORTH CAROLINA (21 NCAC 56.1600). THAT THIS PLAT WAS PREPARED INACCORDANCE WITH N.C.G.S. 47-30 AS AMENDED.THIS 19th DAY OF JUNE, 2018. SIGNED:____________________________________ JAMES H. MAUNEY JR. - PLS NO: L-3885TO: LISCHERONG LAND HOLDINGS, LLC, A SOUTH CAROLINA LIMITED LIABILITY COMPANY AND CHICAGO TITLE INSURANCECOMPANY. THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE 2016MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/NSPS LAND TITLE SURVEYS, JOINTLY ESTABLISHED AND ADOPTED BY ALTAAND NSPS, AND INCLUDES ITEMS 1, 2, 3, 4, 7a, 7b1, 7c, 8, 9, 13, 14, 16, 17, 18 AND 20 OF TABLE "A" THEREOF. THE FIELD WORK WASCOMPLETED ON 05/10/2018.DATE OF PLAT OR MAP 05/29/2018.I CERTIFY THAT THIS MAP WAS DRAWN UNDER MY SUPERVISION FROM AN ACTUAL SURVEY MADE UNDER MY SUPERVISION(DESCRIPTION RECORDED IN BOOK 31679, PAGE 973, BOOK 27245, PAGE 519 AND BOOK 31168, PAGE 113); THAT THE BOUNDARIES NOTSURVEYED ARE INDICATED AS DRAWN FROM INFORMATION AS SHOWN ON THE FACE OF THE SURVEY; THAT THE RATIO OF PRECISIONOR POSITIONAL ACCURACY IS 1:10,000+; AND THAT THIS MAP MEETS THE REQUIREMENTS OF THE STANDARDS OF PRACTICE FOR LANDSURVEYING IN NORTH CAROLINA (21 NCAC 56.1600).THIS 29TH DAY OF MAY, 2018.FIELD WORK COMPLETED: 05/10/2018
FLOOD NOTE: BASED ON MAPS PREPARED BY THEFEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA),THIS PROPERTY IS NOT LOCATED IN A SPECIALFLOOD HAZARD AREA. FLOOD INSURANCE RATE MAPNUMBER "3710454400K", EFFECTIVE DATE SEPTEMBER2, 2015, FLOOD ZONE (S) "X"THIS PLAT IS NOT SUBJECT TO THE PROVISIONS OF THE CITY OF CHARLOTTEOR MECKLENBURG COUNTY SUBDIVISION ORDINANCES AND DOES NOTREQUIRE THE APPROVAL OF THE CHARLOTTE-MECKLENBURG PLANNINGCOMMISSION. HOWEVER, ANY FURTHER SUBDIVISION OF THIS PROPERTYMAY BE SUBJECT TO THESE PROVISIONS.CHARLOTTE-MECKLENBURG PLANNING COMMISSION___________________________________________________________PLANNING COMMISSION STAFF DATEI, ___________________________REVIEW OFFICER OF MECKLENBURG COUNTY,CERTIFY THAT THE MAP OR PLAT TO WHICH THIS CERTIFICATION IS AFFIXEDMEETS ALL STATUTORY REQUIREMENTS FOR RECORDING.____________________________________________________________REVIEW OFFICER DATEI, CERTIFY THAT THIS PLAT WAS DRAWN UNDER MY SUPERVISION FROM ANACTUAL SURVEY MADE UNDER MY SUPERVISION (DESCRIPTION RECORDED INDEED BOOK 9068, PAGE 524 AND DEED BOOK 3876, PAGE 170); THAT THEBOUNDARIES NOT SURVEYED ARE INDICATED AS DRAWN FROM INFORMATION ASSHOWN ON THE FACE OF THE SURVEY; THAT THE RATIO OF PRECISION ORPOSITIONAL ACCURACY IS 1:10,000+; AND THAT THIS MAP MEETS THEREQUIREMENTS OF THE STANDARDS OF PRACTICE FOR LAND SURVEYING INNORTH CAROLINA (21 NCAC 56.1600). THAT THIS PLAT WAS PREPARED INACCORDANCE WITH N.C.G.S. 47-30 AS AMENDED.THIS 19th DAY OF JUNE, 2018. SIGNED:____________________________________ JAMES H. MAUNEY JR. - PLS NO: L-3885
Exhibit C
LEGAL DESCRIPTION

Site Name: Berryhill/Thrift Road
Brownfields Project Number: 21061-17-060

SURVEYED LEGAL DESCRIPTION

TRACT 1:

BEGINNING at an existing iron pipe in the westerly margin of the 60 foot right of way
of Thrift Road, said existing iron pipe being located S 20-04-22E. 221.68 feet from an existing
rebar with the City of Charlotte cap and running from said Point and Place of Beginning with the
westerly margin of the 60' right of way of Thrift Road, S 19-20-00 E. 468.03 feet to an existing
iron pipe in the northwesterly margin of the property of Piedmont & Northern Railway and
running thence with said line of the property of Piedmont & Northern Railway with the arc of a
circular curve to the left having a radius of 422.64 feet and a chord bearing and distance of S 19-
54-01 W. 289.78 feet, an arc distance of 295.82 feet to an existing iron pipe; thence continuing
with the property line of Piedmont & Northern Railway (now or formerly) the following three
courses and distances: (1) N. 59-47-25 W. 10.47 feet to an existing iron pipe; (2) with the arc of
a circular curve to the right having a radius of 1,622.69 feet and a chord bearing and distance of
N. 22-35-22 W. 174.78 feet, an arc distance of 174.86 feet to a set rebar; and (3) N. 19-20-00 W.
380.80 feet to a set rebar in the southeastern line of the property conveyed to Gene W. Hartsell
by deed recorded in Deed Book 2828 at Page 131 of the Mecklenburg County Public Registry;
and thence running with the southeasterly line of Hartsell property (now or formerly) and the
property conveyed to Julian Dean Melton by deed recorded in Deed Book 4327 at Page 804 of
the Mecklenburg County Public Registry, N. 37-48-00 E. 238.11 feet to the Point and Place of
Beginning, and containing 2.282 acres, all as shown on survey entitled "Boundary Survey for
Brownstone Properties, LLC" dated July 15. 1998 by Mark E. Funkhouser, NCRLS L-3602 to
which survey reference is hereby made for a more particular desctiption of property.

TRACT 2:

BEGINNING at a concrete monument set on the southeast right of way line of Berryhill Road and located
south 37 degrees 41 minutes 30 seconds west, a distance of 124.66 feet from another concrete monument
set at the intersection of the southwest right of way line of Thrift Road with the southeast right of way
line of Berryhill Road, in the City of Charlotte; and runs from said beginning point south 19 degrees 57
minutes 30 seconds east 67.32 feet to a concrete monument, thence north 70 degrees 47 minutes 30
seconds east 7.38 feet to a concrete monument, thence south 52 degrees 18 minutes 30 seconds east 64.92
feet to a concrete monument, thence 37 degrees 38 minutes 20 seconds west 238.30 feet to a concrete
monument, thence north 51 degrees 52 minutes west 126.08 feet to a concrete monument in the southeast
right of way line of Berryhill Road, thence with the southeast right of way line of Berryhill Road north 37
degrees 41 minutes 30 seconds east 267.23 feet to the point of beginning, being the same property shown
on a boundary survey dated June 5, 1958 prepared by A.V. Blakenship, Registered Civil Engineer,
showing the property of Arkansas Fuel Oil Corporation.

TRACT 3:

Beginning at a new iron rod on the southeasterly right-of-way margin of Berryhill Road (public right-of-
way) said iron being the northwest corner of 1225 Berryhill, LLC property as described in Deed Book
27630, Page 683 of the Mecklenburg County Public Registry, said iron being further located South
01°13'29" East a distance of 4567.90 from NCGS Monument "M-110" having NAD 83 grid coordinates
last updated in 2012 of N: 550471.73, E: 1439939.95 with a combined grid factor of 0.99987259; and
runs thence along and with the line of 1225 Berryhill, LLC the following two (2) coursed and distances:
(1) South 51°29'01" East a distance of 126.08 feet to an existing #4 rebar: (2) North 38° 38°01'19" East a
distance of 73.75 feet to an existing #4 rebar being the northwest corner of Brownstone Properties II, LLC
as described in Deed Book 27245, Page 519 of said Registry; thence along and with the line of
Brownstone Properties II, LLC the following two (2) courses and distances: (1) South 19°07'38" East a
distance of 380.77 feet to an existing #4 rebar; (2) with an arc of a circular curve to the left having a
radius of 1622.69 feet, an arc length of 174.86 feet, chord:(South 22°15'49" East 174.78 feet) to an
existing #4 rebar; thence a new line the following two courses and sistances: (1) with an arc of a circular
curve to the left having a radius of 249.89 feet, an arc length of 39.91 feet, chord:(South 00°13'02" East
39.87 feet) to a new iron rod; (2) South 13°34'40" West a distance of 32.91 feet to a new iron rod on line
of AWTBorder, LLC property as described in Deed Book 30560, Page 292 of said Registry; thence along
and with the line of AWTBorder, LLC North 28°42'33" West a distance of 136.25 feet to a new iron rod
on line of Suburban Propane LP property as described in Deed Book 8626, Page 831 of said Registry;
thence along and with the line of Suburban Propane LP the following four (4) courses and distances; (1)
North 35°55'59" East a distance of 7.08 feet to a new iron rod; (2) with an arc of a circular curve to the
left having a radius of 1708.60 feet, an arc length of 167.16 feet, chord:(North 21°58'21" West 167.09
feet) to a new iron rod; (3) North 24°46'36" West a distance of 139.58 feet to an existing 1" pipe; (4) with
an arc of a circular curve to the left having a radius of 303.33 feet, an arc length of 247.12 feet,
chord:(North 49°28'58" West 240.34 feet) to a new iron rod on the southeasterly right-of-way margin of
Berryhill Road (public right-of-way); thence along and with the Southeasterly right-of-way margin of
Berryhill Road North 36°30'21" East a distance of 63.10 feet to a new iron rod being the point or place of
BEGINNING, containing 36667 Square Feet, or 0.842 Acres more or less, as shown on a survey by
James H Mauney, Jr., PLS # L-3885, with James Mauney & Associates, P.A., Dated July 6, 2016, bearing
file No. F1584