19041_Davidson Depot St_ BPA_Update_20190816

Via Email and FedEx
August 16, 2019
NCDEQ – Division of Waste Management Brownfields Program 1646 Mail Service Center
Raleigh, NC 27699-1646
Attn: Ms. Shirley Liggins
Re: Brownfield Property Application
Metrolina Warehouse Charlotte, Mecklenburg County H&H Project No. LAT-002
Dear Ms. Liggins:
On behalf of 301 Depot Holdings, LLC, enclosed please find the original signed and notarized Brownfields Property Application package for the above referenced site located in Davidson, Mecklenburg County. The property previously received eligibility into the Brownfields Program
and a copy of the draft Brownfields Agreement referenced in Section III. F. of the application is
provided in the attached CD. An electronic copy of the application was submitted via email on August 16, 2019. If you have any questions or comments, please do not hesitate to contact me.

Sincerely, Hart & Hickman, PC
Alexis McKenzie, EIT Ralph McGee, PG Staff Environmental Engineer Project Manager

AEM/RWM/chc Enclosures
cc: Mr. Lat H. Purser (via email)
Mr. Mark Miller (via email)
4
Brownfields Property Application
North Carolina Brownfields Program
www.ncbrownfields.org
I.PROSPECTIVE DEVELOPER (PD) INFORMATION {USE TAB KEY TO GET TO NEXTDATA ENTRY LINE – DO NOT USE THE RETURN KEY}
A.PD information:
Entity name 301 Depot Holdings, LLC
Principal Officer Lat H. Purser
Representative Mark Miller
Mailing Address 4530 Park Road, Suite 410
Charlotte, North Carolina 28209
E-mail address [e-mail]
Phone No.[phone]
Fax No.[phone]
Web site latpurser.com
B.PD contact person information (i.e., individual who will serve as the NCBP’s point of
contact if different than above):
Name Ralph McGee
Company Hart & Hickman, PC
Mailing Address 2923 S. Tryon Street, Suite 100
Charlotte, North Carolina 28203
E-Mail Address [e-mail]
Phone No.[phone]
Fax No.
C.Information regarding all parent companies, subsidiaries or other affiliates of PD (attach
separate sheet(s) if necessary):
(Use for LLCs)Member-managed or manager-managed? Answer: manager-managed
5
If manager-managed, provide name of manager and percent of ownership:
Name Lat Purser & Associates, Inc
Ownership (%) 100%
Mailing Address 4530 Park Road, Suite 410
Charlotte, North Carolina 28209
E-Mail Address [e-mail]
Phone No.[phone]
Fax No.[phone]
For all LLCs, list all members of the LLC and provide their percent of ownership:
Name
Ownership (%)
Mailing Address
E-Mail Address
Phone No.
Fax No.
Name
Ownership (%)
Mailing Address
E-Mail Address
Phone No.
Fax No.
Name
Ownership (%)
Mailing Address
E-Mail Address
Phone No.
Fax No.
6
Managers of manager-managed LLCs are required to execute all brownfield documents for the LLC; as to member-managed LLCs, state name of member who will sign these
documents. Not applicable
List all parent companies, subsidiaries and other affiliates: 301 Depot Holdings, LLC is an affiliate of Lat Purser & Associates, Inc. Lat Purser & Associates has numerous other affiliated single-purpose entities created for real estate development purposes. Additional information concerning Lat Purser affiliated entities can be made available upon DEQ request. (Use for Partnerships) Check one: General Partnership Limited Partnership List all partners and percent of ownership:
Name
Ownership (%)
Mailing Address

E-Mail Address
Phone No.
Fax No.
Is this person a general or limited partner? Name
Ownership (%)
Mailing Address

E-Mail Address
Phone No.
Fax No.
Is this person a general or limited partner? List all parent companies, subsidiaries and other affiliates:
7
(Use for corporations other than LLCs) (If information is the same as shown in 1.A., please indicate “same as 1.A.” below.) Name
Mailing Address

E-Mail Address
Phone No.
Fax No.
List all parent companies, subsidiaries and other affiliates:
(Use for individuals)
(If individual is the same as shown in 1.A., -please indicate “same as 1.A.” above.) Name
Mailing Address

E-Mail Address
Phone No.
Fax No.

D. Does PD have or can it obtain the financial means to fully implement a brownfields agreement and assure the safe reuse of the property? (Attach supporting documentation such as letters of credit, financial statements, etc.)
Answer Yes
Explanation 301 Depot Holdings, LLC (hereinafter referred to as the "PD") is an affiliate of
Lat Purser & Associates. Lat Purser & Associates is an experienced commercial real estate
developer that has offered commercial real estate management and development services
and has been profitable for over five decades of its existence. Lat Purser & Associates is
financially sound and is capitalized to complete the redevelopment of this property.

8
The PD is applying for the Brownfields Agreement as part of its due diligence for the
purchase of the property. The property received a Letter of Eligibility into the Brownfields
Program (Brownfields Project No. 19041-15-060) dated August 6, 2015 for the previous
Prospective Developer, Davidson Depot, LLC. The PD is confident that its application for
(and eventual execution of) a Brownfields Agreement will facilitate the financing of the
property. The financing of the property will provide the financial means to implement the
Brownfields Agreement.
E. Does PD have or can it obtain the managerial means to fully implement a brownfields agreement and assure the safe use of the property? Answer Yes
Explanation Lat Purser has extensive experience managing real estate projects including
Brownfields sites. Lat Purser affiliate Thrift Road Holdings, LLC recently completed the
Brownfields process for the Berryhill Thrift Road site in Charlotte (BPN 21061-17-060).

In addition, the PD has retained professionals including McGuire Woods and Hart & Hickman
who are experienced in Brownfields redevelopment and the implementation of Brownfields
requirements in particular. These professionals (i) have significant experience with the
Brownfields Program and the redevelopment of challenged properties, and (ii) are aware of
the work and restrictions that are typically included in Brownfields Agreements to assure the
safe use of property. The combination of these resources will ensure the successful
implementation of a Brownfields Agreement and safe use of the property.

F. Does PD have or can it obtain the technical means to fully implement a brownfields agreement and assure the safe use of the property?
Answer Yes
Explanation Please refer to our responses to Question I. D and I. E, above. The PD has
the technical ability to fully implement a Brownfields Agreement and to assure the safe use of
the property. It has a range of engineering and environmental experience available to it. In
particular, the PD has hired Hart & Hickman, PC to assist with the technical aspects of both
this application and the implementation of an eventual Brownfields Agreement (including
technical "work to be performed"). Hart & Hickman has extensive experience with
9
Brownfields projects in North Carolina and is thoroughly familiar with the technical aspects
and requirements of the Brownfields Program.

G. Does PD commit that it will comply (and has complied, if PD has had a prior project in the NCBP) with all applicable procedural requirements of the NCBP, including prompt payment of all statutorily required fees? Answer Yes (List all NCBP project name(s) and NCBP project ID numbers where PD or any parent
company, subsidiary and other affiliate of PD has been a party to.) Berryhill Thrift Road, Charlotte (BPN 21061-17-060)
H. Does PD currently own the property? Answer No
If yes, when did PD purchase the property and from whom? (Provide name, address, telephone number and email address of the contact person for the current
property owner.)
If no, provide the name, address, telephone number and e-mail address of the contact person for the current property owner Property owner: Metrolina Warehouse, LLC Mailing addess: 1520 18th Ave East, Seattle, WA 98112 I. If PD does not currently own the property, does PD have the property under contract to purchase? Answer Yes
If yes, provide date of contract. 10/31/18 If no, when does the PD intend to purchase the property (e.g., after the project is determined to be eligible for participation in the NCBP, after PD receives a draft BFA, after the conclusion of the brownfields process)?
The PD plans to purchase the property upon completion and recordation of the Brownfields Agreement.
J. Describe all activities that have taken place on the property since PD or PD’s parents, subsidiaries and/or other affiliates, and/or lessees or sublessees of PD, took ownership of or
10
operated at the property (e.g., industrial, manufacturing or commercial activities, etc.). (Include a list of all regulated substances as defined at NCGS § 130A-310.31(b)(11) that have
been used, stored on, or otherwise present at the property while those activities were
conducted, and explain how they were used.) The Brownfields property is developed with two industrial warehouse buildings that have been converted into multi-tenant commercial buildings occupied by various tentants. Neither Lat Purser & Associates, nor any of its parents, subsidiaries, and/or other affiliates own or have ever owned the property in the past. II. SITE INFORMATION A. Information regarding the proposed brownfields property: Proposed project name Metrolina Warehouse acreage 4.74 acres County Mecklenburg
street address(es) 301 Depot Street
city Davidson zip 28036 tax ID(s) or PIN(s) 00325301
past use(s) According to information provided in the draft Brownfields Agreement (dBFA) prepared by DEQ for the Site, the Brownfields property was initially developed in 1890 with a warehouse for a cotton mill. Additions were constructed in the 1940s and 1950s which resulted in the current building footprint of the warehouse of the eastern part of the property. The western warehouse was constructed in 1976. The site was formerly occupied by Linden Manufacturing, Davidson Cotton Mill, and from the 1930s to the 1960s, Carolina Asbestos Company. current use(s) The site is currently occupied by several tenants including a fitness center and various retail businesses.
cause(s)/source(s) of contamination:
known According to information provided in the dBFA, Carolina Asbestos Company disposed of asbestos in the western portion of the Site. The disposed asbestos has been buried and capped. The dBFA outlines several sampling events completed to delineate the
buried asbestos. Asbestos has also be identified in shallow soil samples collected at the Brownfields property. Additionally, a low level of 2-butanone has been detected in groundwater at a concentration exceeding the DEQ groundwater quality standard. For additional information associated with impacts at the Brownfields property, please reference the dBFA. suspected
11
B. Regulatory Agency Involvement: List the site names and all identifying numbers (ID No.) previously or currently assigned by any federal, state or local environmental regulatory
agencies for the property. The ID No’s may include CERCLIS numbers, RCRA generator numbers for past and present operations, UST database, Division of Water Quality’s incident management database, and/or Inactive Hazardous Sites Branch inventory numbers. (In
many instances, the PD will need to actively seek out this information by reading
environmental site assessment reports, reviewing government files, contacting government officials, and through the use of government databases, many of which may be available over
the internet.)
Agency Name/ID No: Recycled Paint Inc (former site tenant) was registered as a RCRA-
SQG (EPA ID: NCD986204998, EPA Registry ID: 110004047273)
Agency Name/ID No: Metrolina Warehouse (Brownfields Project Number: 19041-15-060)

Agency Name/ID No: Carolina Asbestos Corp IHSB ID No. NONCD0003035
Agency Name/ID No:
Agency Name/ID No:
Agency Name/ID No:

C. In what way(s) is the property is abandoned, idled, or underused? Portions of the Site buildings are currently occupied by various commercial tenants. The Site is located in an area near downtown Davidson that is rapidly being redeveloped for upscale retail and commercial uses. Environmental impacts associated with historical uses of the Brownfields property have limited redevelopment of the Site for its highest and best use.
Despite its prime location in near downtown Davidson, the Brownfields property is significantly underused. D. In what way(s) is the actual or possible contamination at the property a hindrance to development or redevelopment of the property (attach any supporting documentation such as letters from lending institutions)? Before the PD acquires the property and incurs the costs associated with the redevelopment
of the property, it needs to ensure that the property can be safely used through the Brownfields Program, and that it and future owners and occupants will have the protections and benefits afforded by a Brownfields Agreement. Further, the availability of financing for the acquisition
and/or redevelopment of the property is dependant on the PD's entry into the Brownfields Program and completion of a Brownfields Agreement.
E. In what way(s) is the redevelopment of the property difficult or impossible without a brownfields agreement (attach any supporting documentation such as letters form lending institutions)? Please see the response to Question II. D , above. Given the environmental condition of the Brownfields property, the PD believes that a Brownfields Agreement is essential for the viable and safe use of the property. Indeed, the PD will not proceed with its purchase or redevelopment of the property unless it is entered into the Brownfields Program.
12
F. What are the planned use(s) of the redeveloped brownfields property to which the PD will
commit? Be as specific as specific as possible. The PD plans to completely renovate the Site buildings for upscale commercial uses. The
PD also plans to install a permanent engineering control to cap the buried asbestos located in the western portion of the Brownfields property to prevent exposure to future occupants and nearby residents. G. Current tax value of brownfields property: $1,214,000 H. Estimated capital investment in redevelopment project: $14,000,000 I. List and describe the public benefits that will result from the property’s redevelopment. Be as specific as possible. (Examples of public benefits for brownfields projects include job creation, tax base increases, revitalization of blighted areas, preserved green space, preserved historic
places, improving disadvantaged neighborhood quality-of-life related retail shopping
opportunities, affordable housing, environmental cleanup activities or set asides that have community or environmental benefits. In gauging public benefit, NCBP places great value
upon letters of support from community groups and local government that describe
anticipated improvements in quality of life for neighboring communities that the project will bring about. The inclusion of such support letters with this application is recommended and
encouraged.) 1. Creation of additional jobs during construction and redevelopment of the site, as well as property oversight following construction completion. 2. Spur additional community investment and development in the area resulting in further tax base and employment opportunities. 3. Positive impacts on the surrouding business community. 4. Tax base improvement with reard to real property and business activity in the surrounding
area, including both increased property tax bases and taxes associated with increased economic activity.
5. Beneficial use of the property and creation of density in a rapidly-densifying area, thereby avoiding the use of "green space" in other areas of the community.
6. Aesthetic enhancements. Special Note: Please describe all environment-friendly technologies and designs PD plans to utilize in its redevelopment strategy. For example, environment friendly redevelopment plans could include: Leadership in Energy and Environmental Design (LEED) Certification, green building materials; green landscaping techniques such as using drought resistant
plants; energy efficient designs, materials, appliances, machinery, etc.; renewable sources of energy, and/or recycling/reuse of old building materials such as brick or wood. The PD will consider the use of environmentally friendly technologies during redevelopment.
13

J. Who will own the brownfields property when the Notice of Brownfields Property is filed with the register of deeds at the conclusion of the brownfields process? (If information is the
same as 1.A. above, please indicate.)
Name The PD intends to own the property at the conclusion of the
Brownfields process. Please refer to the PD information in the answer to question I. A,
above.
Mailing Address

E-Mail Address
Phone No.
Fax No.
III. OTHER REQUIRED INFORMATION A. Brownfields Affidavit: PD must provide its certification, in the form of a signed and notarized original of the unmodified model brownfields affidavit provided by NCBP, that it
did not cause or contribute to contamination at the property and that it meets all other statutory eligibility requirements. (Note: The form to use for this affidavit is attached to this application. An original hard copy of this affidavit must be filled out, signed, notarized and
submitted with this application.) Is the required affidavit, as described above, included with this application? Answer Yes B. Proposed Brownfields Agreement Form: PD must provide the completed form Proposed Brownfields Agreement. (Note: The form to use for this document is attached to this
application. It must be filled out, initialed, and attached on your submittal.) Is the required Proposed Brownfields Agreement , as described above, included with this application?
Answer Yes
C. Location Map: PD must provide a copy of the relevant portion of the 1:24,000 scale U.S.G.S. topographic quadrangle map that shows the location of the property, clearly plotted, and that measures at least an 8 ½ by 11 inches. (Note: these maps can be
purchased through the above link, or often through retail outdoor recreation stores that can print out the relevant map. Often environmental reports have location maps that use this
type of map format as the base for its location map.) Is the required location map included with this application? Answer Yes
14

D. Survey Plat: PD must provide a preliminary survey plat of the brownfields property with the property boundaries clearly identified, and a metes and bounds legal description that matches the property description on the plat. At this stage of the brownfields process, one
or more existing survey plats from a previous property conveyance will suffice. (Before the
brownfields project enters the public comment phase of the brownfields process, the PD will be required to submit a final brownfields survey plat which includes the information listed in
the brownfields survey plat guidance.) Is the required preliminary survey plat included with this application? Answer Yes E. Site Photographs: PD must provide at least one pre-redevelopment photograph of the property, in either hard copy or electronic format, that shows existing facilities and structures. Please note that the NCBP prefers to have electronic photos instead of or in addition to hard copies. Electronic copies of photographs should be emailed to: [e-mail] with a clear indication as to which Brownfields
Application they apply to. Are photographs of the property included with this application?
Answer Yes Have electronic copies of the photographs been emailed to NCBP?
Answer Yes F. Environmental Reports/Data: If it makes an affirmative eligibility determination, the NCBP will request that PD provide any and all existing environmental reports and data for the property on CD only. The brownfields process may be expedited if PD submits such reports/data with this application. Are any environmental reports/data being submitted with this application? Answer Yes
If environmental reports/data are being submitted with this application, please provide the title, date and author of each item being submitted: Draft Brownfields Agreement, Metrolina Warehouse, Davidson, Mecklenburg County. IV. ADDITIONAL REQUIRED FORMS The following forms are to be filled out and submitted with the application including the Responsibility and Compliance Affidavit and the Proposed Brownfields Agreement.
15
Submittal of the Affidavit requires signature and notarization, and the Proposed Brownfields Application requires an initial.
17
Preliminary Proposed Brownfields Agreement
I.Property Facts
a. Property Address(es): 301 Depot Street
b. Property Seller: Metrolina Warehouse LLC
c. Property Buyer: 301 Depot Holdings, LLC
d. Brief Property Usage History: The Brownfields property was initially developed in 1890 witha warehouse for a cotton mill. Additions were constructed in the 1940s and 1950s whichresulted in the current building footprint of the warehouse of the eastern part of the property.The western warehouse was constructed in 1976. The site was formerly occupied by Linden
Manufacturing, Davidson Cotton Mill, and from the 1930s to the 1960s, Carolina AsbestosCompany.
e. The planned reuse will potentially involve the following use classification(s) (check all that
apply):School/childcare/senior care
Residential
Commercial, retail (specify)
Other commercial (specify) Brewery and restaurant
Office
Light industrial
Heavy industrial
Recreational
Open space
Other (specify)
II.Contaminant Informationa. The contaminant situation at the property is best described by the following (check all thatapply):Contaminants are from an on-property source(s)
Contaminants are from an off-property source(s)
Contaminants are from an unknown source(s)
Contaminants have not yet been documented on the property
18
b. Contaminated Media Table. (If known, check appropriate boxes below)
Contaminant Types Soil Groundwater and/or Surface
Water
Private Wells Vapor Intrusion
known Suspected known Suspected known suspected known suspected o
rganics
Chlorinated Solvents (list):
Petroleum:
ASTs USTs Other
X
Other (list): Asbestos
inorgan
ics
Metals
(list):
X
Other (list):
III.Protective MeasuresI am prepared to take steps necessary to make the property suitable for its planned uses whilefully protecting public health and the environment. I propose that NCBP consider a brownfields
agreement that will make the property suitable for the planned use(s) through the following
mechanism(s) (check all that apply):
Contaminant remediation to risk-based levels. Engineered Controls (e.g., low permeability caps, vapor mitigation systems, etc)
Land use restrictions that run with the land that will restrict or prohibit uses that are
unacceptable from a risk assessment/management perspective. (Important Note: In any
Attachment A
Site Location Map
TITLE
PROJECT
SITE LOCATION MAP
METROLINA WAREHOUSE301 DEPOT STREETDAVIDSON, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
FIGURE:
7-30-2019 0
1LAT-002
SITE
0 2000 4000
APPROXIMATE
SCALE IN FEET
N
U.S.G.S. QUADRANGLE MAP
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
MOORESVILLE, NORTH CAROLINA 1996
Attachment B

Preliminary Survey Plat
Attachment C
Site Photographs
Photograph 1: General view of the eastern Site building, facing north.
Photograph 2: General view of the eastern Site building, facing east.LAT-002METROLINA WAREHOUSE
301 DEPOT STREET
DAVIDSON, NORTH CAROLINA
2923 S. Tryon Street, Suite 100
Charlotte, NC 28203
704.586.0007(p) 704.586.0373(f)
Photograph 3: General view of the western Site building, facing north.
Photograph 4: General view of the western portion of the Site.LAT-002METROLINA WAREHOUSE
301 DEPOT STREET
DAVIDSON, NORTH CAROLINA
2923 S. Tryon Street, Suite 100
Charlotte, NC 28203
704.586.0007(p) 704.586.0373(f)
Attachment D

Environmental Reports (provided on attached CD)

 Draft Brownfields Agreement, Metrolina Warehouse, Davidson, Mecklenburg County

1 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2

DRAFT EXHIBIT A NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: Davidson Depot LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Metrolina Warehouse OF 1997, NCGS § 130A-310.30, et seq. ) 301 Depot Street
Brownfields Project No. 19041-15-060 ) Davidson, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and Davidson Depot LLC (collectively the
"Parties") pursuant to the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30, et
seq. (the “Act”) for the property located at 301 Depot Street (the “Brownfields Property”). A
map showing the location of the Brownfields Property that is the subject of this Agreement is
attached hereto as Exhibit 1.
Davidson Depot LLC is an Ohio limited liability company that was formed on September
18, 2015. Its registered agent is Corporation Service Company and its business address is 2626
Glenwood Avenue, Suite 550 Raleigh, NC 27608. The Principal Office for Davidson Depot
LLC is located at 9349 Waterstone Boulevard, Cincinnati, Ohio 45249. The Brownfields
Property is approximately 4.74 acres and is the site of the former Metrolina Warehouse. The
Brownfields Property address is 301 Depot Street in Davidson, North Carolina (Mecklenburg
County Tax Parcel Identification Number 00325301). Davidson Depot LLC’s redevelopment
plans for the Brownfields Property include multi-family residential, retail, office, parking, open
space, and subject to DEQ’s prior written approval, other commercial uses. The Brownfields
Property is surrounded by land in commercial, residential, and open space use. Soil is

2 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
contaminated due to historical activities.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and
limitations contained in Section VIII (Certification), Section IX (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of Davidson Depot LLC for contaminants at the Brownfields Property.
The Parties agree that Davidson Depot LLC’s entry into this Agreement, and the actions
undertaken by Davidson Depot LLC in accordance with the Agreement, do not constitute an
admission of any liability by Davidson Depot LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit Davidson Depot 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 Davidson Depot LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises 4.74 acres. Prospective Developer has committed
itself to redevelopment for no uses other than multi-family residential, retail, office, parking,
open space, and subject to DEQ’s prior written approval, other commercial uses.
4. The Brownfields Property is bordered to the north by Depot Street and residential and

3 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
commercial use beyond; to the south by Eden Street and residential use beyond; to the east by
Norfolk Southern Railway, commercial district of the Town of Davidson and Main Street
beyond; and to the west by Sloan Street and residential use beyond.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared by Date of Report
Limited Site Investigation Report Terracon Consultants, Inc. October 20, 2016
Asbestos in Soil Survey Report Terracon Consultants, Inc. June 17, 2016
Site Observations
Metrolina Warehouse Site
MACTEC Engineering
and Consulting, Inc.
September 29, 2008
Report of Phase I Environmental Site
Assessment
MACTEC Engineering
and Consulting, Inc.
December 20 ,2007
Report of Environmental Services Law Engineering and
Environmental Services,
Inc.
February 14, 2002
Report of Subsurface Asbestos Investigation Law Engineering and
Environmental Services, Inc.
February 18, 2002
Asbestos Reports Metrolina Warehouse 1980s Various Correspondences 1984

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer, property owner, and Division of Waste Management files as to use and
ownership of the Brownfields Property:
a. The Brownfields Property was first developed in 1890 as a warehouse for a
cotton mill. Additions were constructed in 1940s and 1950s resulting in the current footprint of
the warehouse and building located on the eastern portion of the Brownfields Property. The
building is one story and comprises approximately 47,410 square feet. The warehouse on the
western portion of the Brownfields Property was developed in 1976 and comprises
4
19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
approximately 10,752 square feet. Concrete-paved and gravel lined parking areas are located
between the two structures.
b. Previous tenants include Linden Manufacturing, Davidson Cotton Mill, and
Carolina Asbestos Company. From the 1930s until around the 1960s, Carolina Asbestos
Company was a manufacturer of asbestos containing materials.
c. Currently, the warehouse is leased to fitness and retail businesses for use and
storage. Tenants include: Peak Fitness, Davidson Furniture Clearance, Butterfly Bin (thrift
store), Ready Solutions (retailer of emergency supplies) Innovative Fabrication (storage and
fabrication for metals parts for race cars) and Interstate Cycling (retailer of all-terrain vehicles).
d. In December 2004, Metrolina Warehouse, LLC purchased the Brownfields
Property from the Estate of Robert E. Kenyon and Elizabeth N. Kenyon. In 1976, the Kenyon’s
purchased the Brownfields Property without the knowledge of any asbestos impacts. The
Prospective Developer intends to purchase the Brownfields Property at the end of the
brownfields process.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. Between around 1930 and 1960, the Brownfields Property was used by the
Carolina Asbestos Company, an asbestos textile and tile manufacturer, for manufacturing
activities that resulted in asbestos waste disposal on the Brownfields Property and nearby
properties. Prior to 1930, the western portion of the Brownfields Property had a topographic low
depression, used as a holding pond. The disposal of waste asbestos materials at this site filled this
low area to its present level. From 1960 to 1976, the Brownfields Property was used by another
company; the name and operations are not known at this time.

5 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
b. Carolina Asbestos Company, an asbestos shingle manufacturer operated on the
Brownfields Property. Prior to 1975, the western portion of the Brownfields Property, which
was a former holding pond, was used as a disposal for asbestos containing material. Due to
erosion and daily use, portions of the soil cap eroded and friable asbestos was observed at ground
surface in mid-1980s. An investigation was conducted after a resident found her children
covered in a “a whitish material” after playing, and filed a complaint with the Mecklenburg
County Department of Environmental Health (“Meck County”) on February 3, 1984. Following
the complaint, Meck County and property owner took action to stabilize the Brownfields
Property. Meck County oversaw the actions on the property and the site became somewhat of
the “test-case” for which the EPA sent a group from Washington, D.C. In early 1984, over 60
samples were collected on the property and surrounding area to determine the location, depth,
and concentration of asbestos containing materials (“ACM”). In late 1984, the disposal pond
area was closed by placement of compacted layers of soil, vegetative ground cover and/or
asphalt parking and the area was secured. Consequently, Meck County concluded that the site
was in compliance with mandated requirements.
c. In September 2016, the DEQ Superfund Program contacted the EPA
Emergency Response and Removal Branch (“ERRB”) to conduct a Removal Site Evaluation
(“RSE”) in the surrounding area to the Brownfields Property. On November 1, 2016, EPA and
DEQ walked the Brownfields Property and surrounding area. During this time, a whiteish
material was identified on Eden Street from a washout on the Brownfields Property. A sample
was collected from the material in the street and rush analyzed. The analytical results showed
chrysotile and amosite at concentrations greater than 1%. Access to the area was immediately
restricted and ERRB conducted a removal action to address this material under EPA oversight.

6 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
d. From November 2016 through April 2017, EPA investigated potential ACM in
the surrounding area. In May 2017, EPA began removal operations in the site area to assess and
remove ACM in local yards. These removal operations are currently ongoing.
e. In January 2017, the property owner, Metrolina Warehouse, LLC hired S&ME
to conduct repair operations on the Brownfields Property to prevent immediate exposure to ACM
in the surrounding area. Animal burrow holes were sealed, vegetation was removed, a layer of
organic compost mixed with grass seed was applied, and erosion control matting over the
compost/seed mix was installed. At this time the current property owner, Metrolina Warehouse,
LLC, is responsible for inspecting and maintaining the cap until redevelopment.
f. A previous tenant on the Brownfields Property was Recycled Paints located at
216 Eden Street. In March 1992, they were listed as a RCRA Small Quantity Generator EPA ID
NCN986204998. No violations or incidents were reported. As of May 2014, they are no longer
on the Brownfields Property.
g. Historical references identified a 12,000-gallon fuel oil underground storage
tank (“UST”) along the eastern wall of the eastern warehouse. This UST was determined to be
off-site during an August 2016 ground penetrating radar survey.
h. Located less than 300 feet east of the Brownfields Property, at 129 Depot
Street, was the former Jackson Cleaners. The cleaner was in the area in the mid-1970s and that
property has since been redeveloped.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred in August 2016. The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled.
7
19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
a. The soil on the Brownfields Property is impacted with asbestos debris. The
Brownfields Property generally slopes from a high of 814 feet on the eastern portion to a low of
780 feet on the western portion. The landfill area is approximately 800 feet elevation.
i. In February 2002, MACTEC completed a subsurface asbestos
investigation and advanced 36 borings. MACTEC estimated approximately 2,100 to 2,300 cubic
yards of ACM on the Brownfields Property.
ii. In August 2015 Terracon collected forty-four (44) soil samples from
nineteen (19) areas of suspect ACM. Twenty-six (26) samples detected Chrysotile Asbestos at
1% or greater. The depth of ACM ranged from shallow 1-2 ½ feet below ground surface (“bgs”)
to deeper samples at 18 ½ to 20 feet bgs.
b. Groundwater impacts are low. 2-Butanone was detected in monitoring well
GW-03 at 5.7 µg/L; the applicable the standard is 4 µg/L. Metals concentrations were also
detected above the applicable screening values for arsenic, barium, cadmium, chromium, lead,
and selenium. The monitoring wells installed were temporary and turbidity may have
contributed to the higher metal concentrations.
c. Soil vapor samples were collected in August 2016. No constituents were
detected above the residential screening levels. Cumulative results were calculated using the
DEQ Brownfields Vapor Intrusion Hazard Quotient, and the hazard quotient was less than 0.2.
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 the following:
a. obtaining or commissioning the Environmental Reports,
b. preparing and submitting to DEQ a Brownfields Property Application (BPA)

8 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
dated June 4, 2015,
c. contracting to purchase the Brownfields Property on November 4, 2014,
d. preparing and submitting to DEQ a DRAFT Environmental Management Plan
in accordance with paragraph 15.f. below.
10. Prospective Developer has provided DEQ with information, or sworn certifications
regarding that information on which DEQ relies for purposes of this Agreement, sufficient to
demonstrate that:
a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
11. The Parties agree that a $30,000 “Redevelopment Now” fee Prospective Developer

9 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
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. an increase in the Brownfields Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. the creation of jobs;
d. an increase in tax revenue for affected jurisdictions;
e. additional retail, office, and residential space for the area;
f. removal and capping of asbestos impacted areas during redevelopment; and
g. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
V. WORK TO BE PERFORMED
13. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,

10 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
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) or Living Environmental Management Plan (LEMP) 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 multi-family
residential, retail, office, parking, open space, and subject to DEQ’s prior written approval, other
commercial uses. For purposes of this restriction, the following definitions apply:
i. Multi-Family Residential is defined as multi-unit human dwellings, such
as condominia, or apartments. Single family homes, townhomes, duplexes, or other units with
yards are prohibited.
ii. Retail is defined as the sale or provision of goods or services, products,
or merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products.
iii. Office is defined as the provision of business or professional services.
iv. Open Space is defined as land maintained in a natural or landscaped

11 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
state and used for natural resource protection, buffers, greenways, or detention facilities for
stormwater.
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.
b. Unless compliance with this Land Use Restriction is waived in writing in
advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all
buildings on the Brownfields Property depicted on the plat component of the Notice referenced
in paragraph 20 below shall be in accordance with applicable legal requirements, including
without limitation those related to lead and asbestos abatement that are administered by the
Health Hazards Control Unit within the Division of Public Health of the North Carolina
Department of Health and Human Services.
c. Groundwater 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.
d. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Asbestos Design Plan (“ADP”) signed and sealed by a
North Carolina Professional Engineer and a North Carolina Accredited Asbestos Project
Designer, and approved in writing by DEQ in advance of said redevelopment (and revised to
DEQ’s written satisfaction prior to each subsequent redevelopment phase), that is consistent with
all the other land use restrictions and includes, at a minimum, the following:
i. asbestos fugitive emissions mitigation measures during development and
12
19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
post-development excavation(s) and/or soil disturbance(s) that may expose asbestos material in
said soil;
ii. a plan for ambient and biased sampling of air during development
activities to ensure the effectiveness of said fugitive emission mitigation measures;
iii. a plan for implementation of visual emission control measures during
demolition and construction;
iv. a plan for the permanent engineered capping of all asbestos-containing
soil;
v. a plan for inspection and maintenance of said engineered cap(s);
vi. a communications plan for coordination with any local government
authorities such as local asbestos management districts that may be set up in the future;
vii. a communications plan for coordination with Mecklenburg County
Land Use and Environmental Services Agency (LUESA), Mecklenburg County Health and
Human Services, DEQ and U.S. EPA for contingent emergency actions as necessary; and
viii. a commitment to comply with any local ordinances regarding
asbestos.
e. No new buildings constructed on the Brownfields Property may be occupied
until the ADP outlined above in subparagraph 15.d is implemented to DEQ’s written satisfaction
and the satisfaction of said North Carolina Professional Engineer and said North Carolina
Accredited Asbestos Project Designer as evidenced by said engineer’s and designer’s
professional signatures/seals on a report that includes photographs and a description of the
installation of said measures and caps.
f. Physical redevelopment of the Brownfields Property may not occur other than

13 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
paragraphs 7 and 8 and Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination);
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment; and
v. in connection to work conducted in accordance with a DEQ-approved
ADP as referenced in subparagraph 15.d.
g. As part of the Land Use Restriction Update described below in paragraph 15.o
for each year following the effective date of this Agreement for as long as physical
redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90
days after the conclusion of physical redevelopment), the then owner of the Brownfields

14 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
Property shall provide DEQ a report subject to written DEQ approval on environment-related
activities since the last report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances;
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); and
vi. summary of activities related to inspections and maintenance of the
permanent engineered capping referenced in subparagraphs 15.d.
h. 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 12”;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be

15 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
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;
iv. in connection with work conducted in accordance with a DEQ-approved
ADP as outlined in subparagraph 15.d; and
v. in connection with work conducted in accordance with a DEQ-approved
EMP as outlined in subparagraph 15.f.
i. No use of the Brownfields Property may occur until the then owner of the
Brownfields Property conducts representative final grade soil sampling of any area on the
Brownfields Property pursuant to a plan approved in writing by DEQ that is not covered by
building foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
j. 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 in paragraph 15.f.
k. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in paragraphs 7 and 8 and Exhibit 2 to this Agreement
and as modified by DEQ in writing if additional contaminants in excess of applicable standards
are discovered at the Brownfields Property, may be used or stored at the Brownfields Property
without the prior written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping
and maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators; and

16 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
iii. as constituents of products and materials customarily used and stored
for purposes ancillary to the uses approved above in subparagraph 15.a., provided such products
and materials are stored in original retail packaging and used and disposed of in accordance with
applicable laws.

l. The owner of any portion of the Brownfields Property where any future
installed, DEQ-approved monitoring well is damaged by the owner, its contractors, or its tenants
shall be responsible for repair of any such wells to DEQ’s written satisfaction and within a time
period acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing
by DEQ in advance.
m. 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.
n. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County
land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XV (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner may use the following mechanisms to comply with the obligations of this

17 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
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.
o. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with.
i. A joint LURU may be submitted for multiple owners by a duly constituted
board or association and shall include the name, mailing address, telephone and facsimile numbers,
and contact person’s e-mail address of the entity submitting the joint LURU as well as for each of
the owners on whose behalf the joint LURU is submitted.
ii. 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 19 and 20 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.
iii. All LURUs shall state:
A. the name, mailing address, telephone and facsimile numbers,

18 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
and contact person’s e-mail address of the owner, or board, association or approved entity
submitting the LURU if said owner, or each of the owners on whose behalf the joint LURU is
submitted, acquired any part of the Brownfields Property during the previous calendar year;
B. the transferee’s name, mailing address, telephone and facsimile
numbers, and contact person’s e-mail address, if said owner, or each of the owners on whose behalf
the joint LURU is submitted, transferred any part of the Brownfields Property during the previous
calendar year;
C. whether engineered caps under the approved ADP required in
subparagraph 15.d and implemented in 15.e above are being inspected and maintained to prevent
erosion and/or human exposure to contaminated soil or other media.
16. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in the Agreement while fully protecting
public health and the environment.
17. The guidelines, including parameters, principles and policies within which the
desired results are to be accomplished are, as to field procedures and laboratory testing, the
Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.

19 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
19. In addition to providing access to the Brownfields Property pursuant to subparagraph
15.m. above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property for the Brownfields Property containing, inter alia, the land use restrictions set forth in
Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the
Mecklenburg County, North Carolina, Register of Deeds’ Office. Within three (3) days
thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of
the Notice containing a certification by the register of deeds as to the Book and Page numbers
where both the documentary and plat components of the Notice are recorded, and a copy of the

20 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
plat with notations indicating its recordation.
21. This Agreement shall be attached as Exhibit A to the Notice of Brownfields
Property. Subsequent to recordation of said Notice, any deed or other instrument conveying an
interest in the Brownfields Property shall contain the following notice: “This property is subject
to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property
recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective

21 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property while it owns the
Brownfields Property, the Prospective Developer shall immediately take all appropriate action to
prevent, abate, or minimize such release or threat of release, shall comply with any applicable
notification requirements under NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA,
42 USC § 9603, and/or any other law, and shall immediately notify the DEQ Official referenced
in paragraph 35.a. below of any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated June 4, 2015 by which it applied for this Agreement.
That use is, multi-family residential, retail, office, parking, open space , 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,

22 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
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

23 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
26. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
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

24 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
29. In consideration of DEQ’s Covenant Not To Sue in Section IX of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any
action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.
XI. PARTIES BOUND
30. This Agreement shall apply to and be binding upon DEQ, and on the Prospective
Developer, its officers, directors, employees, and agents. Each Party’s signatory to this
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same

25 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XIII. DOCUMENT RETENTION
33. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
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

26 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
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:
Carolyn F. Minnich (or successor in function)
N.C. Division of Waste Management
Brownfields Program Mail Service Center 1646 Raleigh, NC 27699-1646
b. for Prospective Developer:
Charles A. Rulick (or successor in function) Davidson Depot, LLC 6135 Park South Drive, Suite 510
Charlotte, NC 28210
Notices and submissions sent by prepaid first class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVI. EFFECTIVE DATE
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by

27 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and invalidate its signature on this Agreement.
XVII. TERMINATION OF CERTAIN PROVISIONS
37. If any Party believes that any or all of the obligations under Section VI
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of the Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer or any future
owner of the Brownfields Property in relation to the subject matter of this Agreement,
Prospective Developer and any such owner 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.

28 19041-15-060/Metrolina (DRAFT 201700907) 300939644 v2
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.
IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By:
____________________________________________________________________________ Michael E. Scott Date Director, Division of Waste Management IT IS SO AGREED:
Davidson Depot LLC By: ____________________________________________________________________________ Date Title typed or printed:

SCALE:
CHECKED BY:
DRAWN BY:
DATE:
FIGURE NO.
1
PROJECT NO.:
NTS
NRB
LAC
12/12/2016
SITE VICINITY MAP
METROLINA WAREHOUSE SITE
SLOAN STREET AND DEPOT STREETDAVIDSON, NORTH CAROLINA
4335-16-213
Approximate
Site Location
SITE

19041-15-060/Metrolina (DRAFT 20170907)

1
Exhibit 2 The most recent environmental sampling at the Property reported in the Environmental Reports occurred on August 19, 2016.The following tables set forth, for contaminants present at the Property above unrestricted use standards or screening levels, the most recent concentration found at each sample location, and the applicable standard or screening level. Screening levels
and groundwater standards are shown for reference only and are not set forth as cleanup levels for purposes of this Agreement. GROUNDWATER
Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):

Groundwater
Contaminant
Sample
Location
Date of
Sampling
Most Recent Concentration Exceeding
Standard (µg/L)
Standard
(µg/L)
Arsenic GW-01 8/18/2016 14.7 10 GW-03 8/18/2016 10.9
Barium
GW-01 8/18/2016 5520
700 GW-02 8/18/2016 1280
GW-03 8/18/2016 2010
Chromium
GW-01 8/18/2016 411
10 GW-02 8/18/2016 236
GW-03 8/18/2016 126
Lead
GW-01 8/18/2016 115
15 GW-02 8/18/2016 24.7
GW-03 8/18/2016 178
Selenium GW-01 8/18/2016 35.7 20

19041-15-060/Metrolina (DRAFT 20170907)

2
SOIL
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Industrial Health- Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section
(October 2016 version):
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Most Recent Concentration Exceeding Screening
Level (mg/kg)
Residential Screening Level1 (mg/kg)
Benzo(a)anthracene SB-01 0-5 8/19/2016 0.803 0.16
Benzo(a)pyrene SB-01 0-5 8/19/2016 0.868 0.016
Benzo(b)fluoranthene SB-01 0-5 8/19/2016 0.936 0.16
Indeno(1,2,3-cd) pyrene SB-01 0-5 8/19/2016 0.448 0.16
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. NE – No established screening level