17042-13-060 One Hour Martinizing EMAIL Approval to Public Comment 20190517

From:Minnich, Carolyn
To:Chris S. Walker ([e-mail]); Lins, Brittany N.; john coppala
Cc:michael scott; Nicholson, Bruce; Wahl, Tracy; Leonard, Laura; Samuel Watson ([e-mail]);
Liggins, Shirley; Day, Collin ([e-mail]); Jesneck, Charlotte
Subject:17042-13-060 One Hour Martinizing Approval to Public Comment
Date:Tuesday, May 14, 2019 11:31:00 AM
Attachments:17042_1 hr Mart_PC Approval Pkg DRAFT 20190510.pdf17042_1 hr Mart_NI_20190510.pdf17042 1 hr Mart_ SNI_20190510.pdfDraft Brownfields Plat (One-Hour Martinizing - 17042-13-060) (2-21-19).PDF
Dear Mr. Walker & Mr. Coppola,
Based on acceptance by the Prospective Developer of drafts of all four required brownfields
documents -- the Notice of Intent to Redevelop a Brownfields Property (NI), Summary of Notice ofIntent to Redevelop a Brownfields Property (SNI), Notice of Brownfields Property (NBP) and theBrownfields Agreement (Exhibit A to the NBP) -- and DEQ's approval of the plat component of the
NBP, Prospective Developer may now proceed to the tasks required by NCGS § 130.310.34(a) in
connection with the required public notice and comment period of at least 30 days regarding thesubject brownfields project. Those tasks are as follows:
1. Publish the approved SNI in a newspaper of general circulation serving the area in which the
brownfields property is located,
2. Conspicuously post a copy of the SNI at the brownfields property,
3. Mail or deliver the SNI to each owner of property contiguous to the brownfields property,
4. Provide a copy of the full NI to the local location where it will be available for public review as
stated in the SNI, and
5. Provide a copy of the full NI, consisting of the one-page NI and the NBP with its three exhibits(the Brownfields Agreement, the survey plat, and the legal description), to all local governments
having jurisdiction over the brownfields property.
Pursuant to NCGS § 130.310.34.(b), the public comment period shall begin following completion ofthe above tasks. The NI and SNI, with a date filled in representing our belief as to how long itwill take you to complete those tasks by May 17, 2019, are attached hereto. The comment
period shall not end any sooner than 30 days after you complete the tasks.
NCGS § 130.310.34(b) also requires the Prospective Developer to submit documentation of thepublic notices to DEQ prior to DEQ entering into a Brownfields Agreement. That documentation
shall be submitted by promptly providing to me, preferably at [e-mail] or at
Brownfields Program, 1646 Mail Service Center, Raleigh, NC 27699-1646, the following:
Affidavit of publication of the SNI from the newspaper or a copy of the SNI published in the
newspaper which shows the name of the newspaper and the date of publication,
Photos of the SNI posted at the site, one close up to show the wording and one far enough to
show the posting location relative to the property,
Copies of the cover letters and copies of the mailing receipts stamped by the post office or
copies of the delivery service receipts for the SNI sent to contiguous property owners,
A letter confirming receipt of the full NI from each local government entity and the entity
where the document will be available for viewing or delivery confirmation from the carrier
confirming such receipt by these entities.
Thank you for your attention to these matters. If you have any questions or require additional
information, you may contact me.

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Property Owner: GG-Morehead, LLC Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____
NOTICE OF BROWNFIELDS PROPERTY
Site Name: One Hour Martinizing Brownfields Project Number: 17042-13-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well
as the plat component, have been filed this _____ day of __________________, 201__ by GG-
Morehead, 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 911 East Morehead Street in Charlotte, Mecklenburg County and consists of one parcel, approximately 1.6232 acres. In 1940, the land was developed for commercial purposes, and it is currently used as a shopping center referred to
as Cavalaris Village. A dry cleaner was reportedly located on the Brownfields Property from
1964 to 1969 at 927 East Morehead Street, known as One Hour Martinizing. Other historical
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commercial uses include: restaurants, bowling alley, roller skating rink, grocery store, warehouse, clothing shop, flower shop, barber shop, bar & billiards, and general office use. In
the surrounding area, there are and were several current and historic dry cleaners: Young
Cleaners (919 South McDowell Street), Longs Dry Cleaners (918 East Morehead Street), and
Domestic Laundry (801 South McDowell Street). Prospective Developer intends to redevelop
the Brownfields Property for no uses other than office, retail, restaurant, brewery or food production facility, industrial, warehousing, parking, hotel, institutional, recreation, open space,
multi-family residential, and subject to DEQ’s prior written approval, other commercial uses.
Groundwater, soil, and soil vapor are contaminated at the Brownfields Property due to off-site
impacts and, potentially, historical operations on-site. 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 Brownfields 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:
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a. No use may be made of the Brownfields Property other than for office, retail,
restaurant, brewery or food production facility, industrial, warehousing, parking, hotel,
institutional, recreation, open space, multi-family residential, and subject to DEQ’s prior written
approval, other commercial uses. For purposes of this restriction, the following definitions apply:
i. “Office” is defined as the provision of business or professional services.
ii. “Retail” is defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products.
iii. “Restaurant” is defined as a commercial business establishment that
prepares and serves food and/or beverages to patrons.
iv. “Brewery or Food Production Facility” is 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.
v. “Industrial” is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials.
vi. “Warehousing” is 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 of a group of establishments in a particular type of industry or commercial
activity.
vii. “Parking” is defined as the temporary accommodation of motor
vehicles in an area designed for same.
viii. “Hotel” is defined as the provision of overnight lodging to customers,
and to associated food services, gym, reservation, cleaning, utilities, parking and on-site
hospitality, management and reception services.
ix. “Institutional” is defined as the use of land, buildings or structures for
public, non-profit or quasi-public purposes, such as libraries, community centers, post-
secondary education facilities, or health care facilities.
x. “Recreation” is 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, playgrounds, walking paths, and picnic and public gathering
areas.
xi. “Open Space” is defined as land maintained in a natural or landscaped
state and used for natural resource protection, buffers, greenways, or detention facilities for stormwater.
xi. “Multi-Family Residential” is defined as multi-unit human dwellings,
such as condominia, or apartments, and shall include related amenities, such as pools,
clubhouses, courtyards, common areas, recreation areas and parking garages. Single family
homes, townhomes, duplexes, or other units with yards are prohibited unless approved in
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writing by DEQ in advance.
xii. “Commercial” is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. The Brownfields Property may not be used for child care, adult care centers, or
schools without the prior written approval of DEQ.
c. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to particular activity, no activities that encounter, expose, remove or use
groundwater (for example, installation of water supply wells, ponds, lakes or swimming pools, or
construction or excavation activities that encounter or expose groundwater) may occur on the
Brownfields Property unless and until DEQ states in writing, in advance of the proposed activity,
that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 15.a
above while fully protecting public health and the environment. Prior sampling and analysis of
groundwater to the written satisfaction of DEQ in any areas proposed for such activities, and
submittal of the analytical results to DEQ is required. If such results reflect contaminant
concentrations that exceed the standards and screening levels applicable to the uses authorized for the Brownfields Property, the groundwater-related activities proposed may only occur in
compliance with any written conditions DEQ imposes. Activities may occur if carried out along
with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for
the uses specified in subparagraph 15.a above while fully protecting public health and the
environment.
d. 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 to work conducted in accordance with a DEQ-approved
EMP as outlined below in subparagraph 15.g.
e. 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 below in subparagraph 15.g.
f. No enclosed building may be constructed on the Brownfields Property, and no
use of any existing building, defined as those depicted on the plat component of the Notice of
Brownfields Property referenced below in paragraph 20, may be changed to multi-family
residential use as defined above in paragraph 15.a.xi, until DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public
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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.
g. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an 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
paragraphs 7 and 8 above or refer to 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.
h. No later than January 31 after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues
(except that the final deadline shall fall 90 days after the conclusion of physical redevelopment),
the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment-related activities since the last report, with a summary and drawings,
that describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
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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).
i. 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.
j. 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 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.
k. None of the contaminants known to be present in the environmental media at the
Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior written
approval of DEQ, except.
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. in fluids for vehicles or landscaping equipment;
iii. as constituents of products and materials customarily used and stored in
office, retail, restaurant, brewery or food production facility, parking, hotel, institutional,
recreation, open space, and multi-family residential environments, provided such products are
stored in original retail packaging and used and disposed of in accordance with applicable laws;
iv. as constituents of fuels, lubricants and oils in emergency generators,
machinery, equipment and vehicles in on-board tanks integral to said equipment, or in flammable
liquid storage containers totaling no more than 25 gallons; or
v. 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.
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l. The owner of any portion of the Brownfields Property where any 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.
m. During January of each year after the year in which the Notice of Brownfields Property 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 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.f 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. A joint LURU may be submitted for multiple owners by a duly
constituted board or association and shall include the name, mailing address, telephone and
facsimile numbers, and contact person’s e-mail address of the entity submitting the joint LURU as well as for each of the owners on whose behalf the joint LURU is submitted.
v. LURU’s submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses.
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 subparagraph 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
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land use restrictions may also be enforced by DEQ through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of local government having
jurisdiction over any part of the Brownfields Property; and by any person eligible for liability
protection under the Brownfields Property Reuse Act who will lose liability protection if the
restrictions are violated. Any attempt to cancel any or all of this Notice without the approval of the
Secretary of DEQ (or its successor in function), or his/her delegate, shall be subject to enforcement by DEQ to the full extent of the law. Failure by any party required or authorized to enforce any
of the above restrictions shall in no event be deemed a waiver of the right to do so thereafter as to
the same violation or as to one occurring prior or subsequent thereto.
FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS
When any portion of the Brownfields Property is sold, leased, conveyed or transferred,
pursuant to NCGS § 130A-310.35(d) the deed or other instrument of transfer shall contain in the
description section, in no smaller type than that used in the body of the deed or instrument, a
statement that the Brownfields Property has been classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse Act.

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

GG-Morehead, LLC

By: __________________________________________ John C. Coppala
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: ________________________________.
Date: ___________________ ___________________________________ Official Signature of Notary

___________________________________
(Official Seal) Notary’s printed or typed name, Notary Public
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: GG-Morehead, LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) One Hour Martinizing
OF 1997, NCGS § 130A-310.30, et seq. ) 911 East Morehead Street
Brownfields Project 17042-13-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and GG-Morehead, 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 911 East Morehead Street in Charlotte (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.
GG-Morehead, LLC is a North Carolina limited liability company that was formed on
July 22, 2013. Its registered agent is John C. Coppala and its business address is 5126 Park
Road, Suite 2E, Charlotte, NC 28209. The Brownfields Property consists of one parcel and
contains approximately 1.6232 acres of land developed as a shopping center referred to as
Cavalaris Village. GG-Morehead LLC intends to redevelop the Brownfields Property for office,
retail, restaurant, brewery or food production facility, industrial, warehousing, parking, hotel,
institutional, recreation, open space, multi-family residential, and subject to DEQ’s prior written
approval, other commercial uses. Groundwater, soil, and soil vapor are contaminated at the
Brownfields Property due to off-site impacts and, potentially, historical operations on-site.
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
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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 GG-Morehead, LLC for contaminants at the Brownfields Property.
The Parties agree that GG-Morehead, LLC’s entry into this Agreement, and the actions
undertaken by GG-Morehead, LLC in accordance with the Agreement, do not constitute an
admission of any liability by GG-Morehead, LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit GG-Morehead, 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
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean GG-Morehead, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises one parcel totaling 1.6232 acres. Prospective
Developer has committed itself to redevelopment for no uses other than for office, retail,
restaurant, brewery or food production facility, industrial, warehousing, parking, hotel,
institutional, recreation, open space, multi-family residential, and subject to DEQ’s prior written
approval, other commercial uses.
4. The Brownfields Property is bordered to the north by land in commercial use and
South McDowell Street beyond; to the east by an office building and Baxter Street; to the south
by land in commercial use and Covenant Presbyterian Church; and to the west by East Morehead
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Street and Dilworth Road with residential use beyond.
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
Brownfields Assessment Letter Report Terracon February 20, 2019
Brownfields Assessment Report Terracon August 14, 2018
Limited Well Sampling AEI Consultants October 14, 2013
Phase I ESA: Cavalaris Village AEI Consultants August 15, 2013
Phase I ESA: Cavalaris Village Environ Probe November 29, 2004
Risk Based Corrective Action Report Forms for North Carolina Dry-Cleaning Solvent
Cleanup Act Program- Domestic Laundry
URS Corp-NC September 25, 2015

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer and DWM files as to use and ownership of the Brownfields Property:
a. The Brownfields Property contains a one-story building constructed over a full
basement, and the ground and basement levels comprise a shopping center referred to as
Cavalaris Village. The building was constructed in 1940 and contains approximately 47,000 sq.
ft. An asphalt parking lot and associated landscaping areas cover the remaining portions of the
Brownfields Property.
b. Prior to 1940, the Brownfields Property was undeveloped land. Since 1940, it
has been used for commercial purposes. A dry cleaner was reportedly located on the
Brownfields Property from 1964 to 1969 at 927 East Morehead Street, known as One Hour
Martinizing. Other commercial uses include: restaurants, bowling alley, roller skating rink,
grocery store, warehouse, clothing shop, flower shop, barber shop, bar & billiards, and general
office use. The building is currently occupied by the following tenants: a fitness gym, a
restaurant, an event hosting business, and a nail salon.
c. Crescent Resources, LLC sold the Brownfields Property on December 15,
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2004 to 911 East Morehead Street, LLC. On September 23, 2013, 911 East Morehead Street,
LLC sold the Brownfields Property to GG-Morehead, LLC, which currently owns the
Brownfields Property.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. From 1964 until 1969, One Hour Martinizing Dry Cleaner reportedly operated
on the Brownfields Property. The business was reportedly on the first floor and the address was
listed at 927 East Morehead Street.
b. In the surrounding area, there are and were several current and historic dry
cleaners: Young Cleaners (919 South McDowell Street), Longs Dry Cleaners (918 East
Morehead Street), and Domestic Laundry (801 South McDowell Street).
c. Located north and upgradient of the Brownfields Property is the former
Domestic Laundry facility, North Carolina Dry-Cleaning Solvent Cleanup Act (“DSCA”)
Program incident number DC60-0012. Domestic Laundry operated from approximately 1929
until 1967 when that property was purchased by the City of Charlotte as part of the Urban
Renewal Plan. Various soil, groundwater, and soil gas studies have been completed at that
property and at the Brownfields Property, and groundwater and soil gas impacts from volatile
organic compounds (“VOCs”) associated with the Domestic Laundry facility have been
documented at that site and the Brownfields Property.
d. In July 2018, additional assessment activities were completed on the
Brownfields Property to further evaluate the soil, groundwater, and sub-slab soil gas. Terracon
installed one temporary groundwater monitoring well, collected a groundwater sample from the
new temporary well and from an existing on-site monitoring well, and installed soil gas vapor
pins in the basement of the existing structure. The impacts to each media are discussed in the
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following paragraph.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred in January 2019. 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.
a. In the most recent groundwater sampling event, tetrachloroethylene and
trichloroethylene were detected in groundwater at the Brownfields Property at concentrations
exceeding the standards set forth in Title 15A of the North Carolina Administrative Code,
Subchapter 2L, Rule .0202 (2L standard).
b. The following constituents were detected in the soil at the Brownfields
Property at concentrations above their respective Inactive Hazardous Sites Branch Residential
Preliminary Soil Remediation Goals: arsenic and benzo(a)pyrene. Arsenic concentrations are
consistent across the Brownfields Property and with concentrations found in the surrounding area
and are, therefore, considered naturally occurring at the Brownfields Property. The constituent
concentrations are listed in Exhibit 2 to this Agreement.
c. The following constituents were detected in soil gas at the Brownfields
Property at concentrations above their respective Residential Vapor Intrusion Screening Levels
(NCDEQ February 2018): naphthalene and tetrachloroethylene. The detected concentrations of
these constituents do not exceed the Non-Residential Vapor Intrusion Screening Levels.
d. One or more data tables reflecting the concentrations of historical soil and
groundwater concentrations at the Brownfields Property and other information regarding the
Brownfields Property’s contaminants appear in Exhibit 2 to this Agreement.
9. For purposes of this Agreement DEQ relies on Prospective Developer’s
representations that Prospective Developer's involvement with the Brownfields Property has
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been limited to obtaining or commissioning the Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (“BPA”) dated September 19, 2013,
purchasing the Brownfields Property on September 23, 2013, and continuing to lease the
Brownfields Property to the existing tenants.
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;
d. Prospective Developer has or can obtain the financial, managerial and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1) and shall make a payment to DEQ of $6,000
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at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.
The Parties agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities
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. the creation of jobs both during redevelopment and afterward;
d. an increase in tax revenue for affected jurisdictions;
e. additional retail and commercial space for the area;
f. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint; and
g. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
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
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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 office, retail,
restaurant, brewery or food production facility, industrial, warehousing, parking, hotel,
institutional, recreation, open space, multi-family residential, and subject to DEQ’s prior written
approval, other commercial uses. For purposes of this restriction, the following definitions apply:
i. “Office” is defined as the provision of business or professional services.
ii. “Retail” is defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products.
iii. “Restaurant” is defined as a commercial business establishment that
prepares and serves food and/or beverages to patrons.
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iv. “Brewery or Food Production Facility” is 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.
v. “Industrial” is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials.
vi. “Warehousing” is 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 of a group of establishments in a particular type of industry or commercial
activity.
vii. “Parking” is defined as the temporary accommodation of motor
vehicles in an area designed for same.
viii. “Hotel” is defined as the provision of overnight lodging to customers,
and to associated food services, gym, reservation, cleaning, utilities, parking and on-site
hospitality, management and reception services.
ix. “Institutional” is defined as the use of land, buildings or structures for
public, non-profit or quasi-public purposes, such as libraries, community centers, post-
secondary education facilities, or health care facilities.
x. “Recreation” is 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, playgrounds, walking paths, and picnic and public gathering
areas.
xi. “Open Space” is defined as land maintained in a natural or landscaped
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state and used for natural resource protection, buffers, greenways, or detention facilities for
stormwater.
xi. “Multi-Family Residential” is defined as multi-unit human dwellings,
such as condominia, or apartments, and shall include related amenities, such as pools,
clubhouses, courtyards, common areas, recreation areas and parking garages. Single family
homes, townhomes, duplexes, or other units with yards are prohibited unless approved in
writing by DEQ in advance.
xii. “Commercial” is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. The Brownfields Property may not be used for child care, adult care centers, or
schools without the prior written approval of DEQ.
c. Unless compliance with this Land Use Restriction is waived in writing by DEQ
in advance in regard to particular activity, no activities that encounter, expose, remove or use
groundwater (for example, installation of water supply wells, ponds, lakes or swimming pools, or
construction or excavation activities that encounter or expose groundwater) may occur on the
Brownfields Property unless and until DEQ states in writing, in advance of the proposed activity,
that said activity may occur if carried out along with any measures DEQ deems necessary to
ensure the Brownfields Property will be suitable for the uses specified in subparagraph 15.a
above while fully protecting public health and the environment. Prior sampling and analysis of
groundwater to the written satisfaction of DEQ in any areas proposed for such activities, and
submittal of the analytical results to DEQ is required. If such results reflect contaminant
concentrations that exceed the standards and screening levels applicable to the uses authorized
for the Brownfields Property, the groundwater-related activities proposed may only occur in
compliance with any written conditions DEQ imposes. Activities may occur if carried out along
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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.
d. 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 to work conducted in accordance with a DEQ-approved
EMP as outlined below in subparagraph 15.g.
e. 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 below in subparagraph 15.g.
f. No enclosed building may be constructed on the Brownfields Property, and no
use of any existing building, defined as those depicted on the plat component of the Notice of
Brownfields Property referenced below in paragraph 20, may be changed to multi-family
residential use as defined above in paragraph 15.a.xi, until DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public
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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.
g. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an 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
paragraphs 7 and 8 above or refer to Exhibit 2;
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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.
h. No later than January 31 after each one-year anniversary of the effective date of
this Agreement for as long as physical redevelopment of the Brownfields Property continues
(except that the final deadline shall fall 90 days after the conclusion of physical redevelopment),
the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment-related activities since the last report, with a summary and drawings,
that describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all
legally required manifests shall be included).
i. Neither DEQ, nor any party conducting environmental assessment or
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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.
j. 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 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.
k. None of the contaminants known to be present in the environmental media at the
Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in
writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior written
approval of DEQ, except.
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
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ii. in fluids for vehicles or landscaping equipment;
iii. as constituents of products and materials customarily used and stored in
office, retail, restaurant, brewery or food production facility, parking, hotel, institutional,
recreation, open space, and multi-family residential environments, provided such products are
stored in original retail packaging and used and disposed of in accordance with applicable laws;
iv. as constituents of fuels, lubricants and oils in emergency generators,
machinery, equipment and vehicles in on-board tanks integral to said equipment, or in flammable
liquid storage containers totaling no more than 25 gallons; or
v. 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.
l. The owner of any portion of the Brownfields Property where any 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.
m. During January of each year after the year in which the Notice of Brownfields
Property 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
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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.f 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. A joint LURU may be submitted for multiple owners by a duly
constituted board or association and shall include the name, mailing address, telephone and
facsimile numbers, and contact person’s e-mail address of the entity submitting the joint LURU
as well as for each of the owners on whose behalf the joint LURU is submitted.
v. LURU’s submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses.
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
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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.i. above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
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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 of Brownfields Property 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 of
Brownfields Property 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
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
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persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
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 the 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 paragraph 35.a. below of any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated September 19, 2013 by which it applied for this
Agreement, as modified herein. That use is office, retail, restaurant, brewery or food production
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facility, industrial, warehousing, parking, hotel, institutional, recreation, open space, multi-
family residential, and subject to DEQ’s prior written approval, other commercial uses.
Prospective Developer also certifies that to the best of its knowledge and belief it has fully and
accurately disclosed to DEQ all information known to Prospective Developer and all information
in the possession or control of its officers, directors, employees, contractors and agents which
relates in any way to any past use of regulated substances or known contaminants at the
Brownfields Property and to its qualification for this Agreement, including the requirement that
it not have caused or contributed to the contamination at the Brownfields Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
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
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demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
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
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Developer as to liabilities beyond the scope of the Act.
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
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).
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However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 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
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17042/One Hour Martinizing (DRAFT 20190503)
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:
Brownfields Property Management Unit (or successor in function)
N.C. Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:

John C. Coppala (or successor in function)
GG-Morehead, LLC 5126 Park Road, Suit 2E
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
written evidence of date of receipt shall be effective on such date.
25
17042/One Hour Martinizing (DRAFT 20190503)
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
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
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17042/One Hour Martinizing (DRAFT 20190503)
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

IT IS SO AGREED:
GG-Morehead, LLC
By:
____________________________________________________________________________
John C. Coppala Date
Manager

SITE LOCATION MAP
One Hour Martinizing Brownfields
(NCBP # 17042-13-060) 911 E. Morehead Street
Charlotte, Mecklenburg County, NC
TOPOGRAPHIC MAP IMAGE COURTESY OF THE U.S. GEOLOGICAL SURVEY QUADRANGLES INCLUDE: CHARLOTTE EAST, NC (1/1/1988).
2701 Westport Rd
Charlotte, NC 28208-3608
71187043 Project Manager:
Drawn by:
Checked by:
Approved by:
HEH
CLC
CLC
1”=2,000’
71187043.1
Jan. 2019
Project No.
Scale:
File Name:
Date: 1
Figure HEH
APPROXIMATE
SITE BOUNDARY

17042/One Hour Martinizing (DRAFT 20190510)
Exhibit 2
The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred in January 2019. The following tables set forth, for
contaminants present at the Brownfields 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.

SOIL
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the
screening levels for which are derived from the Preliminary Industrial 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)
Residential
Screening
Level1
(mg/kg)
Commercial
Screening
Level 1
(mg/kg)
Arsenic 2
SS-01
0-2 7/16/2018
1.4
0.68 3
SS-02 1.2
DUP-02-0716 (SS-02) 3.4
SS-03 0-5 3.1
Benzo(a)
pyrene
SS-02
0-2 7/16/2018
0.609 J3
0.11 2.1 DUP-02-0716
(SS-02) 0.155 J3
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
2 The IHSB’s tabulated generic residential use preliminary remediation goal (“remedial goal”) for arsenic is 0.68 mg/kg. Based on site specific assessment data, the arsenic detections on the Brownfields Property appear to be
naturally occurring. Further, based on a site specific risk calculation using the current NCDEQ Risk Calculator, arsenic levels on the Brownfields Property do not exceed a Hazard Index of 1.
3J - Estimated concentration below the laboratory reporting limit.

17042/One Hour Martinizing (DRAFT 20190510)
SUB-SLAB VAPOR

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

Sample Location Date of Sampling
Concentration
Exceeding
Screening
Level (µg/m3)
Residential
Screening
Limit1
(µg/m3)
Non-
Residential
Screening
Limit1
(µg/m3)
Naphthalene
SV-01 7/17/2018 87
21 260
DUP 20180717 (SV-01) 7/18/2018 90
SV-01A 1/15/2019 21
SV-02 7/17/2018 130
SV-02A 1/15/2019 37
DUP-
20190115 (SV-02A) 1/15/2019 33
Tetrachloroethylene
SV-02 7/17/2018 1100
280 3500
SV-02A 1/15/2019 780
DUP-
20190115
(SV-02A)
1/15/2019 830
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.

17042/One Hour Martinizing (DRAFT 20190510)
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
Standard (µg/L)
Standard
(µg/L)
Tetrachloroethylene
MW-111
9/14/2009 18
0.7
2/13/2012 68.1
10/3/2013 55
2/20/2014 51.8
5/20/2014 49.7
7/16/2018 79.7
DUP-01-0716
(MW-11) 7/16/2018 81.8
MW-133 9/17/2009 0.87 J2
2/13/2012 0.90 J2
Trichloroethylene
MW-111
9/14/2009 5.2
3
2/13/2012 16.8
10/3/2013 18
2/20/2014 18.3
5/20/2014 12.6
7/16/2018 22.9
DUP-01-0716
(MW-11) 7/16/2018 22.7
Vinyl Chloride MW-111 2/20/2014 0.7 J2 0.03

1 MW-11 is referred to as the “East Well” in the Limited Well Sampling Report prepared by AEI Consultants, dated
October 14, 2013.
2J - Estimated concentration below the laboratory reporting limit.
3MW-13 is referred to as the “West Well” in the Limited Well Sampling Report prepared by AEI Consultants, dated October 14, 2013.

17042/One Hour Martinizing (DRAFT 20190510)

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 Residential Vapor Intrusion Screening Levels of the Division of Waste Management February 2018 version):
Groundwater
Contaminant
Sample
Location
Date of
Sampling
Concentration
Exceeding Standard
(µg/L)
Residential
VI Screening Level1
(µg/L)
Non-
Residential
VI Screening Level1
(µg/L)
Tetrachloroethylene MW-112
9/14/2009 18
12 48
2/13/2012 68.1
10/3/2013 55
2/20/2014 51.8
7/16/2018 79.7
Trichloroethylene
MW-112
9/14/2009 5.2
1 4.4
2/13/2012 16.8
10/3/2013 18
2/20/2014 18.3
5/20/2014 12.6
7/16/2018 22.9
DUP-01-0716
(MW-11) 7/16/2018 22.7
Chloroform
MW-11 5/20/2014 8.3
8.1 36 MW-133
10/3/2013 21
2/20/2014 21.3
5/20/2014 20.5
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. 2 MW-11 is referred to as the “East Well” in the Limited Well Sampling Report prepared by AEI Consultants, dated
October 14, 2013.
3MW-13 is referred to as the “West Well” in the Limited Well Sampling Report prepared by AEI Consultants, dated October 14, 2013.
303363165 v1
Exhibit C
Legal Description
That certain tract or parcel of land situated, lying and being in the City of Charlotte,
Mecklenburg County, North Carolina, and being more particularly described as follows:
BEGINNING at an existing 1/2” iron rod on the easterly margin of East Morehead Street
(variable width public right-of-way), said existing iron rod being the northwest corner of the
property of 1001 East Morehead Street, LLC (now or formerly) as described in Deed Book
23937, Page 101 in the Mecklenburg County Public Registry (the “Registry”); thence with the
easterly margin of East Morehead Street the following (3) courses and distances: 1) North
36°00’08” West a distance of 94.86 feet to a new nail; 2) North 33°08’08” West a distance of
157.29 feet to a new nail; 3) North 34°48’16” West a distance of 13.09 feet to an existing 1/2”
iron rod being the southwesterly corner of the property of 919 S. McDowell, LLC (now or
formerly) as described in Deed Book 28887, Page 48 of said Registry; thence with the
southeasterly line of the 919 S. McDowell, LLC property North 54°00’13” East a distance of
191.74 feet to an existing 1” iron pipe in the southwesterly line of the property of W. S. Gordon
Jr. and Alice Gordon (now or formerly) as described in Deed Book 10722, Page 930 of said
Registry; thence with the line of the aforesaid Gordon property the following (2) courses and
distances: 1) South 36°00’13” East a distance of 80.12 feet to an existing nail; 2) North
53°59’47” East a distance of 99.68 feet to an existing 1/2” iron rod on the southwesterly line of
the property of Beacon MPI-900BX, LLC (now or formerly) as described in Deed book 29749,
Page 263 of said Registry; thence with the southwesterly line of the Beacon MPI-900BX, LLC
property and continuing with the line of the property of 1001 East Morehead Street, LLC (now
or formerly) as described in Deed Book 23937, Page 101 of said Registry South 36°00’13” East
a distance of 185.06 feet to an existing 1/2” iron rod; thence continuing with the northwesterly
line of the 1001 East Morehead Street, LLC property South 54°01’43” West a distance of 299.57
feet to the point and place of BEGINNING, containing 70,708 square feet or 1.6232 acres of
land, more or less, as shown on a map prepared by R. B. Pharr & Associates, P.A., dated
November 28, 2018 and bearing Job No. 89159.