23016_TW Alexander_PCPkg_20191115

NOTICE OF INTENT TO REDEVELOP A BR0WNFIELDS PROPERTY
Site Name: TW Alexander Flex Property
Brownfields Project Number: 23016-19-032
North Carolina's Brownfields Property Reuse Act (the "Act"), North Carolina General Statutes
("NCGS") § 130A-310.30 through 130A-310.40, provides for the safe redevelopment of properties that may
have been or were contaminated by past industrial and commercial activities. One of the Act's
requirements is this Notice of Intent to Redevelop a Brownfields Property approved by the North Carolina
Department of Environmental Quality ("DEQ"). See NCGS § 130A-310.34(a). The Notice of Intent must
provide, to the extent known, a legal description of the location of the brownfields property, a map showing
the location of the Brownfields Property, a description of the contaminants involved and their
concentrations in the media of the Brownfields Property, a description of the intended future use of the
Brownfields Property, any proposed investigation and remediation, and a proposed Notice of Brownfields
Property prepared in accordance with NCGS § 130A-310.35. The party ("Prospective Developer") who
desires to enter into a Brownfields Agreement with DEQ must provide a copy of this Notice to all local
governments having jurisdiction over the Brownfields Property. The proposed Notice of Brownfields
Property for a particular brownfields project is attached hereto; the proposed Brownfields Agreement,
which is attached to the proposed Notice of Brownfields Property as Exhibit A, contains the other required
elements of this Notice. Written public comments may be submitted to DEQ within 30 days after the latest
of the following dates: the date the required summary of this Notice is (1) published in a newspaper of
general circulation serving the area in which the Brownfields Property is located, (2) conspicuously posted
at the Brownfields Property, and (3) mailed or delivered to each owner of property contiguous to the
Brownfields Property. Written requests for a public meeting may be submitted to DEQ within 21 days
after the period for written public comments begins. Those periods will start no sooner than November
19, 2019, and will end on the later of: a) 30 and 21 days, respectively, after that; or b) 30 and 21 days,
respectively, after completion of the latest of the three (3) above -referenced dates. All comments and
meeting requests should be addressed as follows:
Mr. Bruce Nicholson
Brownfields Program Manager
Division of Waste Management
NC Department of Environmental Quality
1646 Mail Service Center
Raleigh, North Carolina 27699-1646
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SUMMARY OF NOTICE OF
INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Site Name: TW Alexander Flex Property
Brownfields Project Number: 23016-19-032
Pursuant to NCGS § 130A-310.34, Merrit-IB 1, LLC, as Prospective Developer, has filed with
the North Carolina Department of Environmental Quality ("DEQ") a Notice of Intent to Redevelop a
Brownfields Property ("Property") in Durham, Durham County, North Carolina. The Brownfields
Property, which is undeveloped acreage owned or formerly owned by International Business Machines
consists of approximately 51.15 acres and is located at 0 TW Alexander Drive; 0, 3102, 3204, 3252, and
3268 South Miami Boulevard in Durham. Environmental contamination exists on the Brownfields
Property in groundwater. Merritt-I131, LLC has committed itself to no uses other than industrial
(including flex buildings), office, retail, associated parking, and subject to DEQ's prior written approval,
other commercial uses on the Brownfields Property. The Notice of Intent to Redevelop a Brownfields
Property includes: (1) a proposed Brownfields Agreement between DEQ and Merrit-IB 1, LLC, which
in turn includes (a) a map showing the location of the Property, (b) a description of the contaminants
involved and their concentrations in the media of the Property, (c) the above -stated description of the
intended future use of the Brownfields Property, and (d) proposed investigation and remediation; and
(2) a proposed Notice of Brownfields Property prepared in accordance with NCGS § 130A-310.35.
The full Notice of Intent to Redevelop a Brownfields Property may be reviewed at the Durham
County Library, South Regional Library, 4505 S. Alston Avenue, Durham, NC 27713 by contacting
Che Anderson, Manager at 919-560-7410; or at the offices of the N.C. Brownfields Program, 217 West
Jones Street, Raleigh, NC or by contacting Shirley Liggins at that address, at
shirley.ligginskncdenngov, or at [phone]. The full Notice of Intent may also be viewed online
at the DEQ public record database, Laserfiche, by entering the project number 23016-19-032 into the
search bar at the following web address: hM2:Hedocs.deg.nc.gov/WasteMana eg ment.
Written public comments may be submitted to DEQ within 30 days after the latest of the
following dates: the date this Notice is (1) published in a newspaper of general circulation serving the
area in which the Brownfields Property is located, (2) conspicuously posted at the Brownfields Property,
and (3) mailed or delivered to each owner of property contiguous to the Brownfields Property. Written
requests for a public meeting may be submitted to DEQ within 21 days after the period for written public
comments begins. Those periods will start no sooner than November 19, 2019, and will end on the later
of. a) 30 and 21 days, respectively, after that; or b) 30 and 21 days, respectively, after completion of the
latest of the three (3) above -referenced dates. All public comments and public meeting requests should
be addressed as follows:
Mr. Bruce Nicholson
Brownfields Program Manager
Division of Waste Management
NC Department of Environmental Quality
1646 Mail Service Center
Raleigh, North Carolina 27699-1646
TW Alexander/23016-19-032/15Nov2019

Property Owner: International Business Machines
Recorded in Book , Page
Associated plat recorded in Plat Book , Page
NOTICE OF BROWNFIELDS PROPERTY
Site Name: TW Alexander Flex Property
Brownfields Project Number: 23016-19-032
This documentary component of a Notice of Brownfields Property ("Notice"), as well
as the plat component, have been filed this day of , 2019 by
Merritt-I131, 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 comprised of six parcels totaling approximately 51.15 acres
of undeveloped woodlands located at 0 TW Alexander Drive; and 0, 3102, 3204, 3252, and 3268
South Miami Boulevard in Durham, Durham County. The Brownfields Property is located
immediately south of the former Edward Weck, Inc. property, and has been impacted by a
chlorinated solvent release to groundwater from this adjacent property.
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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 paragraph 8 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:
a. No use may be made of the Brownfields Property other than for industrial
(including flex buildings), office, retail, associated parking, and subject to DEQ's prior
written approval, other commercial uses. For purposes of this restriction, the following
definitions apply:
i. "Industrial" is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials, excluding the use of chlorinated
solvents.
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ii. "Flex" is defined as industrial or office space intended for combined
business purposes that can be customized to meet a particular business need(s);
iii. "Office" is defined as the provision of business or professional services;
iv. "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;
v. "Parking" is defined as the temporary accommodation of motor vehicles
in an area designed for same;
vi. "Commercial" is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee, excluding the use of the chlorinated solvents
identified in Paragraph 8 above in excess of allowable exceptions under subparagraph 15.1.
below.
b. Physical redevelopment of the Brownfields Property may not occur other than in
accordance, 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 for, 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
paragraph 8 above;
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 groundwater and contaminated soils excavated during redevelopment.
c. As part of the Land Use Restriction 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 short
subject to written DEQ approval on environmental -related activities since the last report,
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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).
d. The Brownfields Property may not be used for residential use, childcare centers,
adult care centers or schools without the prior written approval of DEQ
e. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ.
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 Paragraph 15.b.
g. 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 inches;
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 above in subparagraph 15.b.
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h. No enclosed building may be constructed on the Brownfields Property until DEQ
determines in writing that:
i. the building is or would be protective of the building's users, public health
and the environment from risk of vapor intrusion based on site assessment data or a site -
specific risk assessment approved in writing by DEQ;
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 designed, installed, and
implemented in a manner that will fully protect public health 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, and to DEQ. 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.
i. Surface water at the Brownfields Property may not be used for any purpose, other
than in connection with legally compliant storm water collection and reuse techniques,
without the prior written approval of DEQ.
j. 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.
k. 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 Durham
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 paragraph: (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 paragraph, 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.
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1. None of the contaminants known to be present in the environmental media at the
Brownfields Property, as described in paragraph 8 above of this Agreement and as
modified by DEQ in writing if additional contaminants in excess of applicable standards
are discovered at the Brownfields Property, may be used or stored at the Brownfields
Property without the prior written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as 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
industrial, office, and retail uses, 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.
m. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, unless an alternate schedule is approved by DEQ, Prospective
Developer shall abandon the monitoring wells, injection wells, recovery wells, piezometers
and other man-made points of groundwater access at the Brownfields Property in
accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code,
except those wells required for continuing monitoring under the Access Agreement and
Deed of Easement between Bristol-Myers Squibb Company and IBM recorded at the
Durham County Register of Deeds on July 19, 2019 (Book 8705, Page 744), which are AD-
50, M-4-50R, M-4-150R, M-4-200R, M-3-50, CW-4D, CW-4Dike, CW-4S, CW-5D, CW-5S,
CW-6D, and CW-6S, as depicted in the report entitled Semi Annual Groundwater
Remediation Progress Monitoring Report, November 2017 (Amec Foster Wheeler, April 13,
2018) referenced above in paragraph 5, unless otherwise approved by DEQ. Within 30 days
after doing so, the Prospective Developer shall provide DEQ a report, setting forth the
procedures and results.
n. 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.
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,
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and to the chief public health and environmental officials of Durham County, certifying that,
as of said January 1st, the Notice of Brownfields Property containing these land use
restrictions remains recorded at the Durham 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, e-mail address, telephone number, and if
available, facsimile number of the contact person for the owner or board, association or
approved entity 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, e-mail address, telephone number,
and if available, facsimile number, 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.h.iii. 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; and
iv. A LURU submitted for rental units shall include the rent roll and enough
of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in paragraphs 21 and 22 of this agreement provided
that if standard form leases are used in every instance, a copy of such standard form lease
may be sent in lieu of copies of actual leases.
p. A joint LURU may be submitted for multiple owners by a duly constituted board
or association and shall include the name, mailing address, e-mail address, telephone
number, and if available, facsimile number, for the contact person of the entity submitting
the joint LURU as well as for each of the owners on whose behalf the joint LURU is
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
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
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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 , 2019.
Merritt — IB 1, LLC
By:
Robb Merritt
President
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 Seal)
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Official Signature of Notary
Notary's printed or typed name, Notary Public
My commission expires:

************************************
ACKNOWLEDGMENT OF PROPERTY OWNER
As the current owner, or representative of said owner, of at least part of the Brownfields
Property, I hereby acknowledge recordation of this Notice of Brownfields Property and the land
use restrictions contained herein.
[Name of Owner]
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 Seal)
Official Signature of Notary
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
Ellen Lorscheider Date
Deputy Director, Division of Waste Management
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EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF: Merritt-I131, LLC
UNDER THE AUTHORITY OF THE
BROWNFIELDS PROPERTY REUSE ACT
OF 1997, NCGS § 130A-310.30, et SeMc .
Brownfields Project # 23016-19-032
L INTRODUCTION
BROWNFIELDS AGREEMENT re:
TW Alexander Flex Property
0 TW Alexander Dr., 0, 3102, 3204,
3252, & 3268 S. Miami Blvd
Durham, Durham County
This Brownfields Agreement ("Agreement") is entered into by the North Carolina
Department of Environmental Quality ("DEQ") and Merritt-IB 1, LLC (collectively the "Parties")
pursuant to the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30, et SeMc . (the
"Act") for the property located at 0 TW Alexander Dr., and 0, 3102, 3204, 3252 & 3268 South
Miami Boulevard, Durham, North Carolina 27703 (the `Brownfields Property"). The
Brownfields Property is currently undeveloped woodland, but has been impacted by a
chlorinated solvent release from the adjacent property formerly operated by Edward Week, Inc.
(the "Week Property"). A map showing the location of the Brownfields Property that is the
subject of this Agreement is attached hereto as Exhibit 1.
The Prospective Developer is Merritt-I131, LLC, with its principal office located at 2066
Lord Baltimore Drive, Baltimore, Maryland 21244, and whose President is Robb Merritt. The
manager of Merritt-IB 1, LLC is Merritt Properties, LLC, with its principal office also at 2066
Lord Baltimore Drive, Baltimore, Maryland 21244.
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
23016-19-032/TW Alexander/ 15Nov2019

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 Merritt-IB1, LLC for contaminants at the Brownfields Property.
The Parties agree that Merritt-IB1, LLC's entry into this Agreement, and the actions
undertaken by Merritt-IB 1, LLC in accordance with the Agreement, do not constitute an
admission of any liability by Merritt-IB 1, LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit Merritt-IB1, 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 Merritt-IB 1, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises six parcels, totaling approximately 51.15 acres,
and assigned Parcel ID Numbers 0749-03-31-9242, 0749-03-41-4159, 0749-04-51-1176, 0749-
04-50-1918, 0749-03-40-3468, and 0748-01-49-4407 by the Durham County Tax Administration
Office. Prospective Developer has committed itself to redevelopment for no uses other than
industrial (including flex buildings), office, retail, associated parking, and subject to DEQ's prior
written approval, other commercial uses.
2
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4. The Brownfields Property is bordered to the north by TW Alexander Drive, Precision
Packaging Services, and Aurobindo Pharma USA (the Week Property); to the east by South
Miami Boulevard, with residential properties, LC Industries, and undeveloped land beyond; to
the south by Stirrup Creek Drive with PBM Graphics Inc. beyond; to the southwest by Stirrup
Creek Drive with an International Business Machines (IBM) facility beyond; and to the west by
a railroad right of way with wooded, undeveloped land 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
Semi -Annual Groundwater Remediation
Amec Foster Wheeler
April 13, 2018
Progress Monitoring Report, November 2017
Phase I Environmental Site Assessment
John R. McAdams
January 18, 2019
Report, TW Alexander Flex Buildings
Company, Inc.
Soil Gas and Soil Sampling Report
John R. McAdams
Company, Inc.
August 22, 2019
6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer as to use and ownership of the Brownfields Property:
a. The six parcels that make up the Brownfields Property most recently have been
owned by IBM, but the Prospective Developer has contracted to purchase these parcels once a
Brownfields Agreement has been negotiated. IBM purchased parcels 0749-03-31-9242, 0749-03-
41-4159, 0749-04-51-1176, 0749-03-40-3468, and 0748-01-49-440 on January 9, 1978 from
Cullasaja Company (recorded as Durham County Register of Deeds at Book 961, Page 347), and
parcel 0749-04-50-1918 (recorded as Durham County Register of Deeds at Book 1107, Page 42)
on March 3, 1983 from Mr. and Mrs. Dewey A. Briggs. The parcels comprising the Brownfields
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Property have not been developed following IBM's acquisition of the parcels, though certain of
the parcels are reported to have contained single family residential dwellings historically. A
stream named Stirrup Iron Creek runs through a topographic low across the Brownfields
Property from northwest to southeast. Designated wetland areas are also located on the
Brownfields Property.
b. According to historical research documentation, past use of the Brownfields
Property includes agricultural and residential uses although residential structures were removed
sometime between 1972 and 1981. Remaining portions of the site have remained undeveloped.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. Chlorinated solvents (1, 1, 1 -trichloroethane (1,1,1-TCA), 1,1,2-TCA, 1,1-
dichloroethane (1,1-DCA), 1,2-DCA, 1, 1 -dichloroethylene (1,1-DCE), 1,4-dioxane,
dichlorodifluoromethane, and vinyl chloride) have been documented at the Brownfields Property
in groundwater that has migrated to the Brownfields Property from an off -site solvent plume
associated with the former operations on the Week Property facility located on a northern
adjacent parcel, across TW Alexander Drive.
b. Investigation of the Week Property is documented in DEQ's Inactive
Hazardous Sites Branch (IHSB) Registered Environmental Consultant Program (REC) records
(Project No. NCD001493934). The migration of contaminated groundwater is influenced by a
subsurface diabase dike.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on July 10, 2019 through July 19, 2019. The following tables
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set forth, for contaminants present at the Brownfields Property above applicable standards or
screening levels, the concentration found at each sample location and the applicable standard or
screening level. Screening levels and standards are shown for reference only and are not set
forth as cleanup levels for the purposes of this Agreement.
a. 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, Rule .0202(2L), (April 1, 2013 version) or the 2L Groundwater Interim
Maximum Allowable Concentrations (IMACS), (April 1, 2013 version):
Groundwater
Contaminant
Sample
Location
Date
of Sampling
Concentration
Exceeding
Standard (µg/L)
Maximum
Concentration
(µg/L)
Date of
Maximum
Concentration
Standard
(µg/L)
Benzene
M-2-100
10/ 17/96
1.1
2.31
7/ 19/95
1
Carbon Tetrachloride
MW-4-150
5/5/14
1.9 JD
2.6
11/7/11
0.3
1,2-Dichloroethane
MW-4-150
11/13/17
1.1
2.76
5/21/07
0.4
1,4-Dioxane
MW-4-150
11/13/17
9.3
9.3
11/13/17
3
1,1,2-Trichloroethane
MW-4-150
11/13/17
0.62
1.47
5/16/06
0.6
Vinyl Chloride
AD-50
5/4/16
0.2 J
1.45
3/22/95
0.03
J — Detected below the quantitation limit
D — Analyzed at dilution
b. Groundwater contaminants with the potential for vapor intrusion in micrograms
per liter (the equivalent of parts per billion), the screening levels for which are contained in the
DWM Vapor Intrusion Guidance, Non -Residential Vapor Intrusion Screening Levels (VISL),
February 2018 version:
Groundwater
Concentration
Non -
Contaminant with
Sample
Date of
Exceeding
Residential VI
Potential for Vapor
Location
Sampling
Screening
Screening
Level'
Intrusion
Level (µg/L)
(µg/L)
AD-50
5/4/16
58
Dichlorodifluoromethane
6.2
CW-4Dike
5/12/08
21.9
1, 1 -Dichloroethene
M-4-150
11/13/17
190
160
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Groundwater
Concentration
Non -
Contaminant with
Sample
Date of
Exceeding
Residential VI
Potential for Vapor
Location
Sampling
Screening
Screening
Level'
Intrusion
Level (µg/L)
(µg/L)
Cis-1,2-Dichloroethene
I AD-50
1 5/4/16
0.4 J
NE
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. Vapor intrusion
screening levels are shown for reference only and are not set forth as mitigation thresholds for the
purposes of this Agreement.
2 NE — Screening level not established
9. For purposes of this Agreement, DEQ relies on Prospective Developer's
representations that Prospective Developer's involvement with the Brownfields Property has
been limited to obtaining or commissioning the Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (BPA) dated March 19, 2019, and
contracting to purchase the Brownfields Property after negotiation of a Brownfields Agreement.
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;
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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. The Parties agree that a $30,000 "Redevelopment Now" fee Prospective Developer
has 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. A spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
b. the creation of approximately 50 temporary construction jobs during
redevelopment, and approximately 500 to 600 full-time jobs after redevelopment is completed;
c. an increase in tax revenue for affected jurisdictions; and
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d. additional industrial space for the area.
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 industrial
(including flex buildings), office, retail, associated parking, and subject to DEQ's prior written
approval, other commercial uses. For purposes of this restriction, the following definitions
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apply:
i. "Industrial" is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials, excluding the use of chlorinated solvents.
ii. "Flex" is defined as industrial or office space intended for combined
business purposes that can be customized to meet a particular business need(s);
services;
iii. "Office" is defined as the provision of business or professional
iv. "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;
v. "Parking" is defined as the temporary accommodation of motor
vehicles in an area designed for same;
vi. "Commercial" is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee, excluding the use of the chlorinated solvents
identified in Paragraph 8 above in excess of allowable exceptions under subparagraph 15.1.
below.
b. Physical redevelopment of the Brownfields Property may not occur other than
in accordance, 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
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Brownfields Property during construction or redevelopment in any other for, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
paragraph 8 above;
ii. issues related to potential sources of contamination referenced in
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 groundwater and contaminated soils excavated during redevelopment.
c. As part of the Land Use Restriction 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 short subject to written DEQ approval
on environmental -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;
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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).
d. The Brownfields Property may not be used for residential use, childcare
centers, adult care centers or schools without the prior written approval of DEQ.
e. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ.
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 Paragraph 15.b.
g. 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 inches;
ii. mowing and pruning of above -ground vegetation;
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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 above in subparagraph 15.b.
h. No enclosed building may be constructed on the Brownfields Property until
DEQ determines in writing that:
i. the building is or would be protective of the building's users, public
health and the environment from risk of vapor intrusion based on site assessment data or a site -
specific risk assessment approved in writing by DEQ;
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 designed, installed, and
implemented in a manner that will fully protect public health 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,
and to DEQ. 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
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measures.
i. Surface water at the Brownfields Property may not be used for any purpose,
other than in connection with legally compliant storm water collection and reuse techniques,
without the prior written approval of DEQ.
j. 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.
k. 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 Durham 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 paragraph: (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 paragraph, 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.
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1. None of the contaminants known to be present in the environmental media at the
Brownfields Property, as described in paragraph 8 above of this Agreement and as modified by
DEQ in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as 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 industrial, office, and retail uses, 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.
m. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, unless an alternate schedule is approved by DEQ, Prospective Developer
shall abandon the monitoring wells, injection wells, recovery wells, piezometers and other
man-made points of groundwater access at the Brownfields Property in accordance with
Subchapter 2C of Title 15A of the North Carolina Administrative Code, except those wells
required for continuing monitoring under the Access Agreement and Deed of Easement between
Bristol-Myers Squibb Company and IBM recorded at the Durham County Register of Deeds on
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July 19, 2019 (Book 8705, Page 744), which are AD-50, M-4-50R, M-4-150R, M-4-200R, M-3-
50, CW-41), CW-4Dike, CW-4S, CW-51), CW-5S, CW-61), and CW-6S, as depicted in the
report entitled Semi -Annual Groundwater Remediation Progress Monitoring Report, November
2017 (Amec Foster Wheeler, April 13, 2018) referenced above in paragraph 5, unless otherwise
approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ
a report, setting forth the procedures and results.
n. 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.
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 1 st of that year shall submit a notarized Land Use Restrictions Update ("LURU") to
DEQ, and to the chief public health and environmental officials of Durham County, certifying
that, as of said January 1 st, the Notice of Brownfields Property containing these land use
restrictions remains recorded at the Durham 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, e-mail address, telephone number, and if
available, facsimile number of the contact person for the owner or board, association or approved
entity submitting the LURU if said owner acquired any part of the Brownfields Property during
the previous calendar year;
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ii. the transferee's name, mailing address, e-mail address, telephone
number, and if available, facsimile number, 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.h.iii. 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; and
iv. A LURU submitted for rental units shall include the rent roll and
enough of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in paragraphs 21 and 22 of this agreement provided that if
standard form leases are used in every instance, a copy of such standard form lease may be sent
in lieu of copies of actual leases.
p. A joint LURU may be submitted for multiple owners by a duly constituted
board or association and shall include the name, mailing address, e-mail address, telephone
number, and if available, facsimile number, for the contact person of the entity submitting the
joint LURU as well as for each of the owners on whose behalf the joint LURU is 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
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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.j. above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property for the Brownfields Property containing, inter alia, the land use restrictions set forth in
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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 Durham
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
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 Durham 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
23016-19-032/TW Alexander/ 15Nov2019

KUT
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, 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 March 19, 2019, by which it applied for this
Agreement. That use is industrial (including flex buildings), office, retail, associated parking,
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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
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that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
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.
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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 sue.
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
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Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer's duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 above and NCGS §
130A-310.33(a)(l)-(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 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
23
23016-19-032/TW Alexander/ 15Nov2019

submitted to DEQ upon request. At the end of six (6) years, the Prospective Developer shall
notify DEQ of the location of such documents and shall provide DEQ with an opportunity to
copy any documents at the expense of DEQ. By entering into this Agreement, Prospective
Developer waives no rights of confidentiality or privilege provided by the North Carolina Public
Records Act or otherwise and, at the time DEQ requests to copy or inspect said documents,
Prospective Developer shall provide DEQ with a log of documents withheld from DEQ,
including a specific description of the document(s) and the alleged legal basis upon which they
are being withheld. To the extent DEQ retains any copies of such documents, Prospective
Developer retains all rights it then may have to seek protection from disclosure of such
documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be
liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement
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
24
23016-19-032/TW Alexander/ 15Nov2019

Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:
Robb Merritt, President (or successor in function)
Merritt — IB 1, LLC
2066 Lord Baltimore Drive
Baltimore, MD 21244
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.
XVL 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.
XVIL 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)
25
23016-19-032/TW Alexander/ 15Nov2019

in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
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
all
23016-19-032/TW Alexander/ 15Nov2019

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:
Ellen Lorscheider Date
Deputy Director, Division of Waste Management
IT IS SO AGREED:
MERRITT — IB 1, LLC
By:
Robb Merritt:
President
Date
27
23016-19-032/TW Alexander/ 15Nov2019

I
0

SURVEYORS CERTIFICATE
I, E. MATTHEW CASH, LICENSED AS A PROFESSIONAL LAND SURVEYOR IN THE STATE OF NORTH
CAROLINA, DO HEREBY CERTIFY THAT THIS PLAT WAS DRAWN UNDER MY SUPERVISION FROM AN
ACTUAL SURVEY MADE UNDER MY SUPERVISION AND COMPLETED ON APRIL 26, 2019 USING THE
REFERENCES SHOWN HEREON; THAT THE BOUNDARIES NOT SURVEYED ARE CLEARLY INDICATED AS
DRAWN FROM INFORMATION FOUND IN THE REFERENCES SHOWN HEREON; THAT THE RATIO OF
PRECISION AS CALCULATED IS 1:57,368: THAT THIS MAP WAS PREPARED IN ACCORDANCE WITH
NORTH CAROLINA GENERAL STATUTES 47-30, AS AMENDED.
I HEREBY CERTIFY THAT THIS PLAT IS OF THE FOLLOWING TYPE:
G.S. 47-30 (f)(11)(c)(1). THIS SURVEY IS OF AN EXISTING PARCEL
OR PARCELS OF LAND AND DOES NOT CREATE A NEW STREET OR
CHANGE AN EXISTING STREET.
WITNES CrV1VXR��
NOT FOR RECORDATION
CONVEYANCES OR SALES
E. MATTHEW CASH, PLS L-5045
VICINITY MAP
NOT TO SCALE
SUP0%.`c,`r
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H Ew1'181111110"'��.�
2019
I, E. MATTHEW CASH. CERTIFY THAT THIS MAP WAS DRAWN UNDER MY
SUPERVISION FROM AN ACTUAL GPS SURVEY MADE UNDER MY SUPERVISION
AND THE FOLLOWING INFORMATION WAS USED TO PERFORM THE SURVEY:
(1) CLASS OF SURVEY: A
(2) POSITIONAL ACCURACY: HORIZONTAL 0.05' VERTICAL 0.14'
(3) TYPE OF GPS FIELD PROCEDURE: NETWORK RTK (VRS)
(4) DATES OF SURVEY: 2019-04-26
(5) DATUM/EPOCH: NAD 83 (2011)
(6) PUBLISHED/FIXED—CONTROL USE: NCGS "HEALTH" & "HOPSON"
(7) GEOID MODEL: 12B
(8) COMBINED GRID FACTOR(S): 0.99991964
(9) UNITS: U.S. FEET
E. MATTHEW CASH, PLS L-5045 DATE
ill
2.
3.
4.
5.
6.
7.
FOR THE PURPOSES OF N.C.G.S. §130A-310.35 8.
ELLEN LORSCHEIDER, DEPUTY DIRECTOR DATE
DIVISION OF WASTE MANAGEMENT
STATE OF NORTH CAROLINA
COUNTY OF WAKE
SURVEY NOTES
ALL BEARINGS SHOWN ARE BASED ON NORTH CAROLINA STATE
PLANE COORDINATE SYSTEM NAD 83 (2011) ADJUSTMENT UNLESS
NOTED OTHERWISE.
ALL DISTANCES ARE HORIZONTAL GROUND DISTANCES UNLESS
NOTED OTHERWISE.
AREAS SHOWN WERE COMPUTED BY THE COORDINATE METHOD.
PROPERTY OWNER INFORMATION OBTAINED FROM DURHAM
COUNTY GIS, APRIL 2019.
THESE PARCELS AM LOCATED IN A SPECIAL FLOOD HAZARD
ZONE. THEY ARE LOCATED IN ZONE "AE" AS DEFINED BY F.E.M.A
F.I.R.M COMMUNITY PANEL #3720074800K & #3720074900K,
DATED OCTOBER 19, 2018.
RAIL CENTERLINE DATA PROVIDED BY NORTH CAROLINA RAILROAD
COMPANY, ACQUISITION OF RIGHT OF WAY REFERENCED IN
PROPERTY MAPS OF THE NORTH CAROLINA RAILROAD COMPANY
PREPARED IN 1851 UNDER THE DIRECTION OF WALTER GWYNN,
CHIEF ENGINEER, SHOWING CENTERLINE INFORMATION AND A
200—FOOT WIDE CORRIDOR, TYPICAL.
MONITORING WELLS SHOWN WITH AN ASTERISK (*) WERE NOT
LOCATED AS A PART OF THE SURVEY PERFORMED BY MCADAMS.
THE AREAS AND TYPES OF CONTAMINATION DEPICTED HEREON
ARE APPROXIMATIONS DERIVED FROM THE BEST AVAILABLE
INFORMATION AT THE TIME OF FILING. A LISTING OF THE
TECHNICAL REPORTS USED TO PREPARE THIS PLAT ARE
AVAILABLE IN THE BROWNFIELDS AGREEMENT FOR THIS
PROPERTY.
LAND USE RESTRICTIONS
NCGS 130A-310.35(A) REQUIRES RECORDATION OF A NOTICE OF BROWNFIELDS PROPERTY (`NOTICE") THAT IDENTIFIES ANY RESTRICTIONS ON THE CURRENT AND FUTURE USE OF A BROWNFIELDS PROPERTY THAT ARE NECESSARY OR USEFUL TO MAINTAIN THE LEVEL OF PROTECTION APPROPRIATE FOR
THE DESIGNATED CURRENT OR FUTURE USE OF THE PROPERTY AND THAT ARE DESIGNATED IN A BROWNFIELDS AGREEMENT PERTAINING TO THE PROPERTY. THIS SURVEY PLAT CONSTITUTES ONE OF THREE EXHIBITS TO THE NOTICE PERTAINING TO THE BROWNFIELDS PROPERTY DEPICTED ON THIS PLAT
AND RECORDED AT THE DURHAM COUNTY REGISTER OF DEEDS' OFFICE. THE EXHIBITS TO THE NOTICE ARE: THE BROWNFIELDS AGREEMENT FOR THE SUBJECT PROPERTY, WHICH IS ATTACHED AS EXHIBIT A TO THE NOTICE; A REDUCED VERSION OF THIS SURVEY PLAT, WHICH IS ATTACHED AS EXHIBIT B
TO THE NOTICE; AND A LEGAL DESCRIPTION FOR THE SUBJECT PROPERTY, WHICH IS ATTACHED AS EXHIBIT C TO THE NOTICE. THE LAND USE RESTRICTIONS BELOW HAVE BEEN EXCERPTED VERBATIM FROM PARAGRAPH 15 OF THE BROWNFIELDS AGREEMENT, AND ALL PARAGRAPH LETTERS/NUMBERS ARE
THE SAME AS THOSE USED IN THE BROWNFIELDS AGREEMENT. THE FOLLOWING LAND USE RESTRICTIONS ARE HEREBY IMPOSED ON THE BROWNFIELDS PROPERTY AND SHALL REMAIN IN FORCE IN PERPETUITY UNLESS CANCELED BY THE SECRETARY OF THE NORTH CAROLINA DEPARTMENT OF
ENVIRONMENTAL QUALITY (OR ITS SUCCESSOR IN FUNCTION), OR HIS/HER DESIGNEE, AFTER THE HAZARDS HAVE BEEN ELIMINATED, PURSUANT TO NCGS § 130A-310.35(E):
A) No use may be made of the Brownfields Property other than for industrial (including flex buildings), office, retail, associated parking, and subject to DEQ's prior written approval, other commercial uses. For purposes of this restriction, the following definitions apply:
1) 'Industrial"is defined as the assembly, fabrication, processing, warehousing or distribution of goods or materials, excluding the use of chlorinated solvents.
2)'flex"is defined as industrial or office space intended for combined business purposes that can be customized to meet a particular business need(s);
3) "Office" is defined as the provision of business or professional services;
4)'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;
5)'Parking"is defined as the temporary accommodation of motor vehicles in an area designed for same;
6 'Commercial" is defined as an enterprise carried on for profit or nonprofit b the owner, lessee or licensee excluding the use of the chlorinated solvents identified in paragraph 8 above in excess of allowable exceptions under subparagraph 15.1. Below.
P P P Y � 9 P 9 P P
B Ph sical redevelopment of the Brownfields Property may not occur other than in accordance as determined b DE with an environmental management Ian 'EMP" approved in writing b DE in advance and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase)
Y P P Y �' � Y Q� 9 P ( ) PP � Y Q ( Q P q P P )
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 for, including without limitation:
1)Soil and water management issues, including without limitation those resulting from contamination identified in the environmental reports;
2) Issues related to potential sources of contamination referenced in paragraph 8 above;
3) 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
4) Plans for the proper characterization of and, as necessary, disposal of contaminated groundwater and contaminated soils excavated during redevelopment.
C As art of the Land Use Restriction 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 Ion as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall
P PY Y P 9 P 9 P Y P P Y ( P
90 days after the conclusion of physical redevelopment), the then owner of the Brownfields Property shall provide DEQ a short subject to written DEQ approval on environmental —related activities since the last report, with a summary and drawings, that describes:
1)Actions taken on the Brownfields Property in accordance with Section v: work to be performed above;
2) Soil grading and cut and fill actions;
3) Methodology(ies) Employed for field screening, sampling and laboratory analysis of environmental media;
4) 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
5) 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).
D) The Brownfields Property may not be used for residential use, childcare centers, adult care centers or schools without the prior written approval of DEQ.
E) Groundwater at the Brownfields Property may not be used for any purpose without the prior written approval of DEQ.
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 DE unless conducted in accordance with an approved EMP as outlined above in paragraph 15.b.
Y � 9 � P Y P P 9 Y Q PP Q> PP P 9 P
G) 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:
1)ln connection with landscape planting to depths not exceeding 24 inches;
2) Mowing and pruning of above —ground vegetation;
3) 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
4) In connection to work conducted in accordance with a DEQ—approved EMP as outlined above in subparagraph 15.b.
H) No enclosed building may be constructed on the Brownfields Property until DEQ determines in writing that;
1)The building is or would be protective of the building's users, public health and the environment from risk of vapor intrusion based on site assessment data or a site —specific risk assessment approved in writing by DEQ;
2) 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
3 Vapor intrusion mitigation measures are designed, installed and implemented in a manner that will full protect public health to the satisfaction of a professional engineer licensed in North Carolina as evidenced b said engineer's professional seal on a report that includesphotographs and a
P 9 9 P Y P P P 9 Y 9 P P
description of the installation and performance of said measures, and to DEQ. 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.
1) Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ.
J) 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.
K) 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 Durham County land records,
book page .11A 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 paragraph: (i) if ever 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 paragraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notices 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.
L) None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in paragraph 8 above 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;
1)ln de minimis quantities for cleaning and other routine housekeeping and maintenance activities;
2) As fuel or other fluids customarily used in vehicles, landscaping equipment and emergency generators;
3) As constituents of products and materials customarily used and stored in industrial, office, and retail uses, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws; and
4) 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.
M) Within 60 days after the effective date of this agreement or prior to land disturbance activities, unless an alternate schedule is approved by DEQ, Prospective Developer shall abandon the monitoring wells, injection wells, recovery wells, piezometers and other man—made points of groundwater
access at the Brownfields Property in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, except those wells required for continuing monitoring under the Access Agreement and Deed of Easement between Bristol—Myers Squibb Company and IBM recorded at
the Durham County Register of Deeds on July 19, 2019 (Book 8705, Page 744), which are AD-50, M-4-50R, M-4-150R, M-4-200R, M-3-50, CW-4D, CW-4Dike, CW-4S, CW-5D, CW-5S, CW-6D, and CW-6S, as depicted in the report Semi —Annual Groundwater Remediation Progress Monitoring
Report, November 2017 (Amec Foster Wheeler, April 13, 2018) referenced above in paragraph 5, unless otherwise approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results.
N) 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.
0)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 Durham County, certifying that, as of said January 1st, the notice of Brownfields Property containing these Land Use Restrictions remains recorded at the Durham County Register of Deeds office and that the Land Use Restrictions are being complied with. The
submitted LURU shall state the following:
1)The name, mailing address, e—mail address, telephone number, and if available, facsimile number of the contact person for the owner or board, association or approved entity submitting the LURU if said owner acquired any part of the Brownfields Property during the previous calendar year;
2) The transferee's name, mailing address, e—mail address, telephone number, and if available, facsimile number, if said owner transferred any part of the Brownfields Property during the previous calendar year;
3) Whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 15.h.iii. 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; and
4) A LURU submitted for rental units shall include the rent roll and enough of each lease entered into during the previous calendar year to demonstrate compliance with lessee notification requirements in paragraphs 21 and 22 of this agreement provided that if standard form leases are used in
every instance, a copy of such standard form lease may be sent in lieu of copies of actual leases.
P) A joint LURU may be submitted for multiple owners by a duly constituted board or association and shall include the name, mailing address, e—mail address, telephone number, and if available, facsimile number, for the contact person of the entity submitting the joint LURU as well as for each
of the owners on whose behalf the joint LURU is submitted.
'J
McADAMS
The John R. McAdams Company, Inc.
2905 Meridian Parkway
Durham, NC 27713
phone [phone]
fax [phone]
license number: C-0293
www.mcadamsco.com
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DATE
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PIN: 0748-03-27-3425 �
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PIN: 0749-03-22-7935
D.B. 8483, PG. 291
NC GRID NAD 83 (2011) R/W LIMITS
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P.O.B. RMF
__ __ __ __ __ __ _N_O_R_TH_CA_R_OLINA RAILROAD ry NAD 83 (2011)
- -- -- -- -- -- -- -- -- -- -- m m -- -- -- --o-- -- -- -- - NC STATE PLANE
200' RAIL R/W SEE SURVEY NOTE #6 - GRID COORDINATES -- -- -
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N:791,447.59
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LINE TABLE
LINE
BEARING
DISTANCE
L1
N
85'03'31"
E
202.52'
L2
N
89°55'02"
E
125.10'
L3
N
89°51'26"
E
22.09'
L4
S
70"02'36"
E
129.94'
L5
S 82'49'07"
E
89.70'
L6
N
86'21'40"
E
150.63'
L7
S
78`46'09"
E
78.28'
L8
S
77'36'42"
E
20.54'
L9
S
77"29'42"
E
201.31'
L10
S
25'49'30"
E
57.34'
L11
S
24*11'12"
W
90.31'
L12
S
24"05'49"
W
122.57'
L13
N
67*19'13"
W
202.18'
L14
N
87*16'14"
W
288.11'
L15
S 88'32'43"
W
279.42'
L16
S 07'23'20"
W
221.63'
L17
S 07`27'12"
W
185.94'
L18
N
89*13'18"
W
135.72'
L19
N
65*18'24"
W
177.90'
L20
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23'28'09"
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CURVE TABLE
CURVE
RADIUS
ARC LENGTH
CHORD BEARING
CHORD LENGTH
C1
11,472.56'
127.35'
S 23'47'35" W
127.35'
C2
1,489.84'
50.68'
S 2230'36" W
50.67'
C3
770.16'
263.17'
N 77°27'20" W
261.89'
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INTERNATIONAL BUSINESS
N/F N -
cn MACHINES CORPORATION
RREF III-P NC 2910
)CPIN: 0749-03-31-9242
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WECK, LLC
` Z NE AE D.B. 961, PG. 347
VACANT
RMF
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PIN: 0749-03-42-0213
177,523 S.F. 4.075 AC.
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D.B. 8446, PG. 505
AD-50 to
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S 05. 21'37" W 591.29'
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PHARMA, LLC
/
PIN: 0749-03-41-1792
DRNIF ST.
D.B. 7927, PG. 507
MW-4-150*
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INTERNATIONAL BUSINESS
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MACHINES CORPORATION
RMF
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PIN: 0749-03-41-4159 I
D.B. 961, PG. 347 J
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486,068 S.F. W M
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INTERNATIONAL BUSINESS
MACHINES CORPORATION
PIN. 0749-04-51-14 76
'S9o86' M-2-100*1W 31102 S6MIAMI BLVD.
49,610 S.F. 1.139 AC.
\ IPF L17 IPF L16
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LC INDUSTRIES, INC ?
PI D.B?6118, PG.0697 59 // \ pFRMA�FNT RBF4 RBF \\
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N/F
HAGW00 GH,ABRIG S
PIN: 0749-04-50-3655 < /
D.B. 2018-E, PG. 764
N/F
INTERNATIONAL BUSINESS
MACHINES CORPORATION
PIN: 0749-04-50-1918
D.B. 1107, PG. 42
P.B. 30, PG. 147
3204 S. MIAMI BLVD.
23,434 S.F. 0.538 AC.-
w ' Q �� N/F
o ^ x a0 AUROLIFE PHARMA, LLC
I ino �PIN: 0749-04-42-7006
J
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PRELIMINARY PLAT
1 NOT FOR RECORDATION
I RMF DIST. ' CONVEYANCES OR SALES
00 T
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T N/F
RMF 3020 S MIAMI BLVD, LLC
I PIN: 0749-04-51-3603
OU D.B. 7733, PG. 899
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HAGWOOD, KAREN & / )
LEIGH, BRIGGS N/F
PIN: 0749-04-50-3758 I THE BETTY H. / /
D.B. 2018-E, PG. 764 I LOVITTE TRUSTEE J / / WEDCO,
LLC
THE BETTY H.
LOVITTE N/F / / PIN: 0749-04-51-6575
LIVING TRUST INTUITIVE SURGICAL, INC / D.B. 6105, PG. 432
PIN: PIN: 0749-04-50-7749/ /
0749-04-50-4965 D.B. 8286, PG. 442 / / \
GRAPHIC SCALE
D.B. 8794, PG. 135
Y o 100 zoo aoo
/ 1 inch = 200 ft.
LEGEND
BROWNFIELD PROPERTY BOUNDARY A CALCULATED CORNER GROUNDWATER WITH POTENTIAL FOR VAPOR INTRUSION
GROUNDWATER
PARCEL BOUNDARY `0_) UTILITY POLE
Groundwater contaminants with the potential for vapor intrusion in micrograms per liter (the equivalent of
- - - - - - GIS PARCEL SHAPEFILE * LIGHT POLE parts per billion), the screening levels for which are contained in the DWM Vapor Intrusion Guidance,
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, Rule .0202(2L), (April 1, 2013 version) or the 2L Groundwater Interim
----------- RIGHT OF WAY LIMITS Q, GUY POLE Non -Residential Vapor Intrusion Screening Levels (VISE), February 2018 version:
Maximum Allowable Concentrations (IMACS), (April 1, 2013 version):
- - TRANSMISSION CENTERLINE >- GUY WIRE Groundwater Concentration Non -Residential Exceeding le Date of
-- -- - RAIL CENTERLINE (DS SANITARY SEWER MANHOLE Contaminant with Sam p g VI Screening
- - - - - - - SANITARY SEWER EASEMENT $ ACTIVE MONITORING WELL Potential for Vapor Location Sampling Screening Level
DOT EASEMENT ABANDONED MONITORING WELL Intrusion (µg/L) Levell (µg/L)
Groundwater
Grdwater
Contaminant
Sample
Location
Date of
Sampling
Concentration
Exceeding
Standard
(mg/L)
Maximum
Concentration
(mg/L)
Datf
te o a
Maximum
Concentration
Standard
( µg/L)
Benzene
M-2-100
10/17/96
1.1
2.31
7/19/95
1
ss SANITARY SEWER LINE QT TELEPHONE MANHOLE AD-50 5/4/2016 58
ou OVERHEAD UTILITY � TRAFFIC SIGNAL BOX Dichlorodifluoromethane 6.2
CW-4Dike 5/12/2008 21.9
Carbon Tetrachloride
MW-4-150
5/5/14
1.9 JD
2.6
11/7/11
0.3
- - - - - - GIS FLOODPLAIN SHAPEFILE B.C. BACK OF CURB
1,1-Dichloroethene MW-4-150 11/13/2017 190 160
1,2-Dichloroethane
MW-4-150
11/13/17
1.1
2.76
5/21/07
0.4
-----•-•-•- FENCE E.P. EDGE OF PAVEMENT
1,4-Dixoane
MW-4-150
11/13/17
9.3
9.3
11/13/17
3
GUARDRAIL DIST. DISTURBED Cis-1,2-Dichloroethene AD-50 5/4/2016 0.4 J NE
1,1,2-Trichloroethane
MW-4-150
11/13/17
0.62
1.47
5/16/06
0.6
■ RMF RIGHT OF WAY MONUMENT D.B. DEED BOOK 1 Screening levels displayed for non -carcinogens are for a hazard quotient equal to 0.2. Screening levels
• IPF IRON PIPE FOUND PG. PAGE displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk.
2 NE - Screening level not established.
Vinyl Chloride
AD-50
5/4/16
0.2 J
1.45
3/22/95
0.03
O• PIPF PINCHED IRON PIPE FOUND S.F. SQUARE FEET
1- Detected below the quantitation limit
0• RBF REBAR FOUND AC. ACRE
D-Analyzed at dilution
'J
McADAMS
The John R. McAdams Company, Inc.
2905 Meridian Parkway
Durham, NC 27713
phone [phone]
fax [phone]
license number: C-0293
www.mcadamsco.com
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REVISIONS
NO. DATE
1 11. 14. 2019 DEQ REVISIONS
PLAN INFORMATION
PROJECT NO.
MPP-18020
FILENAME
MPP18020-F1
CHECKED BY
EMC
DRAWN BY
EMC
SCALE
1"=200'
DATE
04.26.2019
SHEET
2-2

EXHIBIT C
LEGAL DESCRIPTION
LOT 1
Being a tract of land in Durham County, North Carolina, said tract of land being granted to
International Business Machines Corporation in Deed Book 961, Page 347 of the Durham
County Registry, and being more fully described in the following description:
BEGINNING at a concrete right of way monument found at the northwest corner of the lot, said
monument being on the southern right of way line of T.W. Alexander Drive (S.R. 2028) and the
eastern right of way line of North Carolina Railroad (200' right of way) and the western right of
way line of Duke Energy Progress transmission right of way (68' right of way);
Thence with said southern right of way of T.W. Alexander Drive N 85°03'31" E a distance of
202.52 feet to a concrete right of way monument; Thence N 89°55'02" E a distance of 125.10
feet to a rebar, said rebar being the common corner with Lot 2 described herein;
Thence leaving said right of way with the common line of Lot 1 and Lot 2 S 05°21'37" W a
distance of 591.29 feet to an iron pipe lying on the common corner of Lot 1 and Lot 2, said iron
pipe also being on the line of Lot 5 described herein;
Thence with the Lot 5 line S 88°32'43" W a distance of 279.42 feet to an iron pipe found on the
western right of way line of the aforementioned Duke Energy Progress transmission right of
way;
Thence N 00°45'50" E a distance of 578.22 feet to a concrete right of way monument;
Which is the point of BEGINNING, having an area of 177,523 square feet, 4.075 acres, more or
less.
LOT 2
Being a tract of land in Durham County, North Carolina, said tract of land being granted to
International Business Machines Corporation in Deed Book 961, Page 347 of the Durham
County Registry, and being more fully described in the following description:
BEGINNING at a rebar found at the northwest corner of the lot, said rebar being on the southern
right of way line of T.W. Alexander Drive (S.R. 2028), said rebar also being the common corner
with Lot 1 described herein;
Thence with said right of way the following 7 courses:
N 89°51'26" E a distance of 22.09 feet to a concrete right of way monument; Thence S 70°02'36"
E a distance of 129.94 feet to a disturbed concrete right of way monument; Thence S 82°49'07"
E a distance of 89.70 feet to a disturbed concrete right of way monument; Thence N 86°21'40" E
a distance of 150.63 feet to a concrete right of way monument; Thence S 78°46'09" E a distance
of 78.28 feet to a concrete right of way monument; Thence S 78°56'41" E a distance of 493.74
feet to a disturbed concrete right of way monument; Thence S 77°36'42" E a distance of 20.54
feet to a rebar found at the common corner with Lot 3 described herein;
TW Alexander/23016-19-032/08Nov2019

Thence leaving said right of way with the common line of Lot 3 S 07°23'20" W a distance of
221.63 feet to an iron pipe at the common corner of Lot 3 and Lot 4 described herein;
Thence with the common line of Lot 4 S 07°27' 12" W a distance of 185.94 feet to an iron pipe
found on the line of Lot 5 described herein;
Thence with said Lot 5 line S 88°33'48" W a distance of 967.90 feet to an iron pipe found at the
common corner with the aforementioned Lot 1;
Thence with the common line with Lot 1 N 05°21'37" E a distance of 591.29 feet to a rebar;
Which is the point of BEGINNING, having an area of 486,068 square feet, 11.159 acres, more or
less.
LOT 3
Being a tract of land in Durham County, North Carolina, said tract of land being granted to
International Business Machines Corporation in Deed Book 961, Page 347 of the Durham
County Registry, and being more fully described in the following description:
BEGINNING at a rebar found at the northwest corner of the lot, said rebar being on the southern
right of way line of T.W. Alexander Drive (S.R. 2028), said rebar also being the common corner
with Lot 2 described herein;
Thence with said right of way S 77°29'42" E a distance of 201.31 feet to a concrete right of way
monument;
Thence S 25°49'30" E a distance of 57.34 feet to a rebar, said rebar being on the western right of
way line of Miami Boulevard (S.R. 1959);
Thence with said right of way with a curve turning to the left with an arc length of 127.35 feet,
with a radius of 11,472.56 feet, with a chord bearing of S 23°47'35" W, and with a chord length
of 127.35 feet to a rebar;
Thence S 24' 11' 12" W a distance of 90.31 feet to a rebar found at the common corner with Lot 4
described herein;
Thence leaving said right of way with the common line of Lot 4 N 65° 18'24" W a distance of
177.90 feet to an iron pipe, said iron pipe being on the line of Lot 2 described herein;
Thence with the common line of Lot 2 N 07°23'20" E a distance of 221.63 feet to a rebar;
Which is the point of BEGINNING, having an area of 49,610 square feet, 1.139 acres, more or
less.
LOT 4
Being a tract of land in Durham County, North Carolina, said tract of land being granted to
International Business Machines Corporation in Deed Book 1107, Page 42 of the Durham
County Registry, and being more fully described in the following description:
BEGINNING at a rebar found on the western right of way line of Miami Boulevard (S.R. 1959),
said rebar also being the common corner with Lot 3 described herein;
Thence with said right of way S 24°05'49" W a distance of 122.57 feet to a rebar found on the
common corner with Lot 5 described herein;
Thence with the common line of Lot 5 N 89° 13' 18" W a distance of 135.72 feet to an iron pipe
found at the common corner with Lot 2 described herein;
Thence with the common line of Lot 2 N 07°27'12" E a distance of 185.94 feet to an iron pipe
found at the common corner of the aforementioned Lot 3;
Thence with the common line of Lot 3 S 65° 18'24" E a distance of 177.90 feet to a rebar;
TW Alexander/23016-19-032/08Nov2019

Which is the point of BEGINNING, having an area of 23,434 square feet, 0.538 acres, more or
less.
LOT 5
Being a tract of land in Durham County, North Carolina, said tract of land being granted to
International Business Machines Corporation in Deed Book 961, Page 347 of the Durham
County Registry, and being more fully described in the following description:
BEGINNING at a rebar found on the western right of way line of Miami Boulevard (S.R. 1959),
said rebar also being the common corner with Lot 4 described herein;
Thence with said right of way S 24°07'14" W a distance of 1,590.86 feet to a calculated point not
found or set, lying in a creek bed, said point being the common corner with Lot 6 described
herein;
Thence leaving said right of way with the common line of Lot 6 N 23°28'09" W a distance of
73.51 feet to a pinched iron pipe;
Thence with said common line N 8716' 17" W a distance of 432.81 feet to an iron pipe found on
the northern right of way line of the road commonly known as Hill Drive, also commonly known
as Stirrup Creek Drive;
Thence with said right of way N 87°16'14" W a distance of 288.11 feet to a rebar found on the
eastern right of way line of North Carolina Railroad (200' right of way) and the western right of
way line of Duke Energy Progress transmission right of way (68' right of way);
Thence with said rights of way N 00°43'54" E a distance of 1,320.80 feet to an iron pipe found at
the common corner with Lot 1 described herein;
Thence with said common line of Lot 1 N 88°32'43" E a distance of 279.42 feet to an iron pipe
found at the common corner with Lot 1 and Lot 2 described herein;
Thence with the common line of Lot 2 N 88°33'48" E a distance of 967.90 feet to an iron pipe
found at the common corner of Lot 2 and Lot 4 described herein;
Thence with the common line of Lot 4 S 89' 13' 18" E a distance of 135.72 feet to a rebar;
Which is the point of BEGINNING, having an area of 1,469,417 square feet, 33.733 acres, more
or less.
LOT 6
Being a tract of land in Durham County, North Carolina, said tract of land being granted to
International Business Machines Corporation in Deed Book 961, Page 347 of the Durham
County Registry, and being more fully described in the following description:
BEGINNING at a calculated point not found or set, lying in a creek bed, said point being the
common corner with Lot 5 described herein, said point also being on the western right of way
line of Miami Boulevard (S.R. 1959);
Thence with said right of way with a curve turning to the left with an arc length of 50.68 feet,
with a radius of 1,489.84 feet, with a chord bearing of S 22°30'36" W, and with a chord length of
50.67 feet to a rebar found at the northwest intersection of Miami Boulevard and the road
commonly known as Hill Drive, also commonly known as Stirrup Creek Drive;
Thence with said right of way N 67°19'13" W a distance of 202.18 feet to a pinched iron pipe;
Thence continuing with said right of way with a curve turning to the left with an arc length of
263.17 feet, with a radius of 770.16 feet, with a chord bearing of N 77°27'20" W, and with a
chord length of 261.89 feet to an iron pipe being a common corner with Lot 5;
TW Alexander/23016-19-032/08Nov2019

Thence with said common line of Lot 5 S 87l 6' l 7" E a distance of 432.81 feet to a pinched iron
pipe;
Thence continuing with said common line of Lot 5 S 23°28'09" E a distance of 73.51 feet to a
calculated point;
Which is the point of BEGINNING, having an area of 19,304 square feet, 0.443 acres, more or
less.
TW Alexander/23016-19-032/08Nov2019