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HomeMy WebLinkAbout22016 Quality Products NBP PC 20200205 22016-18-060/Quality Products (Draft 20200205) 1 Property Owner: LEH NC Mint, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Site Name: Quality Products Brownfields Project Number: 22016-18-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by LRC-Patriot, 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. 22016-18-060/Quality Products (Draft 20200205) 2 The Brownfields Property is located at 1513, 1515, 1521, 1525, 1529, and 1537 S. Mint Street, and 404 Westwood Avenue in Charlotte, Mecklenburg County, and is comprised of six parcels totaling approximately 1.39 acres. The Brownfields Property is the former site of an industrial warehouse, commercial and auto repair businesses, and residences. LEH NC Mint, LLC intends to redevelop the Brownfields Property for no uses other than retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, parking, industrial, warehousing, and with prior written DEQ approval, other commercial uses. Groundwater, soil, sub-slab soil vapor, and indoor air are contaminated at the Brownfields Property due to historical activities conducted thereon and on adjacent properties. The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit A. It sets forth the use that may be made of the Brownfields Property and the measures to be taken to protect public health and the environment, and is required by NCGS § 130A-310.32. The Brownfields Agreement’s Exhibit 2 consists of one or more data tables reflecting the concentrations of and other information regarding the Property’s regulated substances and contaminants. Attached as Exhibit B to this Notice is a reduction, to 8 1/2" x 11", of the survey plat component of this Notice. This plat shows areas designated by DEQ, has been prepared and certified by a professional land surveyor, meets the requirements of NCGS § 47-30, and complies with NCGS § 130A-310.35(a)’s requirement that the Notice identify: (1) The location and dimensions of the areas of potential environmental concern with respect to permanently surveyed benchmarks. (2) The type, location and quantity of regulated substances and contaminants known to exist on the Brownfields Property. Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient as a description of the property in an instrument of conveyance. LAND USE RESTRICTIONS NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future use of the Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the designated current or future use of the Brownfields Property and that are designated in the Brownfields Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ (or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function. The land use restrictions below have been excerpted verbatim from the Brownfields Agreement, and all paragraph numbers are the same as those used in the Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields Property: 22016-18-060/Quality Products (Draft 20200205) 3 a. No use may be made of the Brownfields Property other than for retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, parking, industrial, warehousing, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply: i. “Retail” defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service, and the sales of food and beverage products. ii. “Office” defined as the provision of business or professional services. ii. “Restaurant” defined as a commercial business establishment that prepares and serves food and beverages to patrons. iv. “Brewery or Food Production Facility” defined as an establishment for the manufacture, sale and/or distribution of beverages or food products, including without limitation beer and ale, together with associated public roadways and related infrastructure. v. “Entertainment” defined as private, public, and community activities (such as, for example, festivals, theater, musical events or shows), which may include food and beverage service. vi. “Open Space” defined as land maintained in a natural or landscaped state and used for natural resource protection, buffers, greenways, or detention facilities for stormwater. vii. “Amenity Space” defined as a hardscaped and landscaped courtyard, swimming pool, pool deck, courtyard, dog run, community gardens, fire pit, grilling station, seating areas, and/or a common use interior clubhouse. viii. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. ix. “Industrial” defined the assembly, fabrication, processing, warehousing or distribution of goods or materials. x. “Warehousing” defined the use of a commercial building for storage of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to the storage of goods and materials for a specific commercial establishment of a group of establishments in a particular type of industry or commercial activity. xi. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. b. Groundwater at the Brownfields Property may not be used for any purpose without the prior written approval of DEQ. c. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an EMP approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: i. soil and water management issues, including without limitation those 22016-18-060/Quality Products (Draft 20200205) 4 resulting from contamination identified in the Environmental Reports; ii. issues related to potential sources of contamination referenced in Exhibit 2; iii. contingency plans for addressing, including without limitation the testing of soil and groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil contamination); and iv. plans for the proper characterization of, and, as necessary, disposal of contaminated soils excavated during redevelopment. d. No use of any portion of the Brownfields Property may occur until the then owner of such portion of the Brownfields Property conducts representative final grade soil sampling of any area within such portion of 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. e. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are received per subparagraph 15.d, above, no activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 15.a., above, while fully protecting public health and the environment, except: i. in connection with landscape planting to depths not exceeding 24”; ii. mowing and pruning of above-ground vegetation; iii. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency circumstances no later than the next business day, and that any related assessment and remedial measures required by DEQ shall be taken; and iv. in connection with work conducted in accordance with a DEQ-approved EMP as outlined above in subparagraph 15.c. f. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined above in subparagraph 15.c. g. No enclosed building may be constructed on the Brownfields Property, and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 20, below, may be occupied until DEQ determines in writing that: i. the building is or would be protective of the building’s users, public health and the environment from risk of vapor intrusion based on Brownfields Property assessment data or a site-specific risk assessment approved in writing by DEQ; or ii. the building is or would be sufficiently distant from the Brownfields Property’s groundwater and/or soil contamination based on assessment data approved in writing 22016-18-060/Quality Products (Draft 20200205) 5 by DEQ that the building’s users, public health and the environment will be protected from risk from vapor intrusion related to said contamination; or iii. vapor intrusion mitigation measures are installed and/or implemented to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report that includes photographs and a description of the installation and performance of said measures. Any design specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in advance of installation and/or implementation of said measures. The design specifications shall include methodology(ies) for demonstrating performance of said measures. h. As part of the Land Use Restrictions Update described below in subparagraph 15.n for each year after the year in which the Notice of Brownfields Property referenced below in Paragraph 20 is recorded, for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then-owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment-related activities since the last report, with a summary and drawings, that describes: i. actions taken on the Brownfields Property in accordance with Section V: Work to be Performed above; ii. soil grading and cut and fill actions; iii. methodology(ies) employed for field screening, sampling and laboratory analysis of environmental media; iv. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated with regulated substances; and v. removal of any contaminated soil, water or other contaminated materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be included). i. Neither DEQ, nor any party conducting environmental assessment or remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property. j. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner conveying an interest may use the following mechanisms to comply with the obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this 22016-18-060/Quality Products (Draft 20200205) 6 subparagraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notice and Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XV. k. 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. l. The Brownfields Property may not be used for child care, adult care centers or schools without the prior written approval of DEQ. m. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except: i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; ii. as fuel or other fluids customarily used in equipment, vehicles, landscaping equipment and emergency generators, in on-board tanks integral to said equipment, or in flammable liquid storage containers of no more than 25 gallons; iii. as constituents of products and materials customarily used and stored in retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, and parking environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws; and iv. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in the original packaging or containers. n. During January of each year after the year in which the Notice of Brownfields Property referenced below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are being complied with. The submitted LURU shall state the following: i. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address, if said owner transferred any part of the Brownfields Property 22016-18-060/Quality Products (Draft 20200205) 7 during the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 15.g, 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. 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 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 _______________, 202__. LEH NC Mint, LLC By: __________________________________________ Name typed or printed: Title typed or printed: NORTH CAROLINA _______________ COUNTY 22016-18-060/Quality Products (Draft 20200205) 8 I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: ________________________________. Date: ___________________ ___________________________________ Official Signature of Notary ___________________________________ (Official Seal) Notary’s printed or typed name, Notary Public My commission expires: _____________________ ************************************ APPROVAL AND CERTIFICATION OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY The foregoing Notice of Brownfields Property is hereby approved and certified. North Carolina Department of Environmental Quality By: _________________________________________ ________________________ Ellen Lorscheider Date Deputy Director, Division of Waste Management 00910-014/00204615-7 1 22016-18-060/Quality Products (20200205) EXHIBIT A NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: LEH NC Mint, LLC UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Quality Products OF 1997, NCGS § 130A-310.30, et seq. ) 1513, 1515, 1521, 1525, 1529, 1537 Brownfields Project # 22016-18-060 ) S. Mint Street and 404 Westwood ) Avenue ) Charlotte, Mecklenburg County I. INTRODUCTION This Brownfields Agreement (“Agreement”) is entered into by the North Carolina Department of Environmental Quality (“DEQ”) and LEH NC Mint, 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 1513, 1515, 1521, 1525, 1529, and 1537 S. Mint Street, and 404 Westwood Avenue in Charlotte, Mecklenburg County (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. LEH NC Mint, LLC is a North Carolina limited liability company that was formed on March 22, 2018. The principal officer and representative for the company is Nikolaus M. Lischerong, and the mailing address for the company is 3100 Cambridge Road, Charlotte, NC 28209. The Brownfields Property consists of six parcels (Parcel Nos. 11908315, 11908316, 11908317, 11908301, 11908302, and 11908411) on approximately 1.39 acres of land located in a mixed commercial, industrial, and residential area of Charlotte, North Carolina. LEH NC Mint, LLC intends to redevelop the Brownfields Property for no uses other than 00910-014/00204615-7 2 22016-18-060/Quality Products (20200205) retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, parking, industrial, warehousing, and with prior written DEQ approval, other commercial uses. Groundwater, soil, sub-slab soil vapor, and indoor air are contaminated at the Brownfields Property due to historical activities conducted thereon and on adjacent properties. 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 LEH NC Mint, LLC for contaminants at the Brownfields Property. The Parties agree that LEH NC Mint, LLC’s entry into this Agreement, and the actions undertaken by LEH NC Mint, LLC in accordance with the Agreement, do not constitute an admission of any liability by LEH NC Mint, LLC for contaminants at the Brownfields Property. The resolution of this potential liability, in exchange for the benefit LEH NC Mint, 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 LEH NC Mint, LLC. III. STATEMENT OF FACTS 00910-014/00204615-7 3 22016-18-060/Quality Products (20200205) 3. The Brownfields Property is comprised of six parcels totaling approximately 1.39 acres. The northeastern portion of the Brownfields Property is developed with a single-story multi-tenant commercial building. Southwestern portions of the Brownfields Property are developed with three industrial warehouse buildings utilized for auto-repair related operations. Remaining portions of the Brownfields Property consist of undeveloped land. The Prospective Developer has committed itself to redevelopment for no uses other than retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, parking, industrial, warehousing, and with prior written DEQ approval, other commercial uses. The addresses and parcel identification numbers associated with the Brownfields Property are listed below: Address Parcel Identification Number 1513 South Mint Street 11908315 1515 South Mint Street 11908316 1521 South Mint Street 11908317 1525 South Mint Street 11908301 1529 & 1537 South Mint Street 11908411 404 Westwood Avenue 11908302 4. The Brownfields Property is located in a mixed commercial, industrial and residential area of Charlotte. The Brownfields Property is bordered to the north by South Mint Street and S&R Wrecker Services beyond, to the east by a retail business (Max & Lola Bodega) and residences; to the south by residences, and to the west by Foster’s Auto Repair and South Mint Street. Westwood Avenue transects the central portion of the Brownfields Property from northwest to southeast and separates parcels 11908301, 11908302, 11908315, 11908316, and 11908317 from parcel 11908411. 00910-014/00204615-7 4 22016-18-060/Quality Products (20200205) 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 Supplemental Brownfields Assessment Report – Quality Products Company Hart & Hickman, PC December 16, 2019 Brownfields Assessment Report, Quality Products Co., 1513, 1515, and 1521 S. Mint Street Hart & Hickman, PC October 22, 2019 Phase I and II ESA S. Mint Street Assemblage, 1525, 1529, 1537 S. Mint Street and 404 Westwood Ave. Hart & Hickman, PC August 26, 2019 Limited Phase II ESA Report, 1515-1521 S. Mint Street Hart & Hickman, PC March 2, 2018 Phase I ESA Commercial Property, 1515-1521 S. Mint Street Hart & Hickman, PC December 30, 2017 6. For purposes of this Agreement, DEQ relies on the following representations by Prospective Developer as to use and ownership of the Brownfields Property: a. The Brownfields Property is currently owned as follows: i. Properties identified as 1513, 1515, and 1521 S. Mint Street are owned by Irish Mac Properties, LLC. ii. Properties identified as 1525, 1529, and 1537 S. Mint Street and 404 Westwood Avenue are owned by Martha F. Gainey. b. The northern Brownfields Property building (1513 and 1515 South Mint Street) is an approximately 14,000 square foot single story commercial building with three tenant spaces. The western-most tenant space has most recently been occupied by a hydraulic hose fabrication and sales facility (Pirtek), the central tenant space is unoccupied, and the eastern tenant space has most recently been used as an administrative office for a demolition and abatement contractor 00910-014/00204615-7 5 22016-18-060/Quality Products (20200205) business (RCI Demolition). The 1521 South Mint Street portion of the Brownfields Property is undeveloped and used as a gravel parking area. The western (1525 South Mint Street) and northwestern parcels (1529 and 1537 South Mint Street) are developed with three industrial warehouse buildings that have most recently been occupied for automotive repair-related purposes (Dee Gainey’s). The southeastern parcel (404 Westwood Avenue) consists primarily of undeveloped vegetated land with a gravel driveway and waste receptacle enclosure located near Westwood Avenue. c. Historically, the western parcels located along Westwood Avenue and near the Westwood Avenue and South Mint Street intersection were developed with four residences and associated garage structures as early as 1929. By 1933, the industrial warehouse located at 1525 S. Mint Street was constructed and has been utilized for automotive repair and automotive painting purposes since that time. The remainder of the western parcels were residential until the 1960s, when the residences located south of Westwood Avenue were razed for construction of the two industrial warehouse buildings located at 1529 and 1537 South Mint Street. The 1525, 1529, and 1537 South Mint Street buildings have been utilized for automotive repair, body shop, and painting purposes by the Stockton Motor Co., S&R Auto & Truck Service, Inc., Pete’s Paint & Body Works, Bush Limousine Service, Dale’s Auto Service, and Dee Gainey’s Body Shop, Inc. since construction. The 1920s residence located at 404 Westwood Avenue was razed in the late 1980s and the parcel has been undeveloped vacant land since that time. d. As early as 1929, the eastern portion of the Brownfields Property was developed with a small office building and two small commercial buildings, and the central portion of the Brownfields Property was developed with a residential duplex building. The 00910-014/00204615-7 6 22016-18-060/Quality Products (20200205) buildings in the eastern portion of the Brownfields Property were occupied by the Jewel Tea Company, Rudisill Gold Mine Inc., and Cabarrus Mining & Milling Company as early as the 1930s. By the early to mid-1940s, the eastern and south-central portion of the Brownfields Property was developed with the Charlotte Metal Stamping, Inc. facility. Charlotte Metal Stamping operations included a die stamping room, two machine shop areas, a paint booth, and a tin shop. e. Quality Products Company, Inc. purchased the Charlotte Metal Stamping, Inc. facility in the early 1950s and continued metal stamping operations. Additions were constructed on the western side of the 1940s facility in the 1960s and the metal stamping facility encompassed the eastern and central portions of the Brownfields Property, resulting in the current buildings. By the late 1960s, an additional machine shop was constructed south of the Quality Products Company facility in the central portion of the Brownfields Property. Quality Products Company metal stamping operations continued at the Brownfields Property until the mid-1980s. The machine shop in the central portion of the Brownfields Property was demolished in the mid-1980s and the parcel was used for parking when Quality Products Company operations ceased. Since the 1980s, several businesses have occupied portions of the northern building including a civil engineering firm, a coffee bean roasting company, a telemarketing business, and laser engraving businesses. 7. Pertinent environmental information regarding the Brownfields Property and surrounding area includes the following: a. The Site is identified in the Emergency Response Notification System database. Information provided in the databases indicates that a caller reported dumping of 00910-014/00204615-7 7 22016-18-060/Quality Products (20200205) unknown quantities of hydraulic oil onto the ground surface at the Pirtek (1521 S. Mint St.) facility in 2012. According to the property owner, the complaint concerned rainwater entering an uncovered dumpster and draining on the ground. The dumpster was subsequently covered and potential soil impacts were assessed in January 2018. b. In December 2017, a Phase I Environmental Site Assessment (ESA) was completed for the portions of the Brownfields Property located at 1513, 1515, and 1521 South Mint Street. c. A Phase II ESA soil and sub-slab soil vapor assessment was completed in January 2018 at the 1513, 1515, and 1521 South Mint Street portions of the Brownfields Property to evaluate the potential for impacts in areas of potential environmental concern identified during the Phase I ESA. Soil assessment activities included collecting one soil sample for laboratory analysis of volatile organic compounds (VOCs) and semi-VOCs (SVOCs) within the footprint of surficial oil staining observed south of the 1515 South Mint Street (Pirtek) building. Soil sample laboratory analytical results indicate that no VOCs or SVOCs exceeded DEQ Inactive Hazardous Site Branch (IHSB) Industrial/Commercial Preliminary Soil Remediation Goals (PSRGs). Four sub-slab soil vapor samples were collected for analysis of VOCs for the 1513 and 1515 South Mint Street buildings. Sub-slab soil vapor laboratory analytical results indicated the presence of several VOCs above laboratory method detection limits in each sub- slab soil vapor sample. Trichloroethylene (TCE) was detected at concentrations exceeding the DEQ Division of Waste Management (DWM) Non-Residential Vapor Intrusion Sub-Slab and Exterior Soil Gas Screening Levels (SGSLs) in two sub-slab soil vapor samples collected in the 00910-014/00204615-7 8 22016-18-060/Quality Products (20200205) northern portions of the 1513 and 1515 South Mint Street buildings. No other compounds were detected at concentrations above the DEQ DWM Non-Residential Vapor Intrusion SGSLs. d. In December 2018, additional soil, groundwater, and indoor air assessment activities were completed at the Brownfields Property in accordance with a DEQ-approved Brownfields Assessment Work Plan dated November 28, 2018. Groundwater assessment activities included collection of three groundwater samples for laboratory analysis of VOCs, SVOCs, and Resource Conservation and Recovery Act (RCRA) metals. Groundwater sample analytical results indicated that TCE was detected at a concentration above the 15A NCAC 2L Groundwater Quality Standard (2L Standard) and the DEQ DWM Non-Residential Vapor Intrusion Groundwater Screening Level (GWSL) in a sample collected in the southeastern and hydraulically upgradient portion of the Brownfields Property. No other compounds were detected at concentrations above the 2L Standard or DEQ DWM Non-Residential Vapor Intrusion GWSLs. i. As part of the December 2018 Brownfields assessment activities, four indoor air samples were collected for VOC analysis to evaluate the potential for a completed structural vapor intrusion pathway from sub-slab soil vapor to indoor air within the 1513 and 1515 South Mint Street buildings. The indoor air sample analytical results indicated that TCE was detected at concentrations above the DEQ DWM Non-Residential Vapor Intrusion Indoor Air Screening Level (IASL) in three of the four indoor air samples. In addition, heptane was detected at a concentration above the DEQ DWM Non-Residential Vapor Intrusion IASLs in an indoor air sample collected within a hydraulic hose fabrication workshop area in the western- most tenant space. No other compounds were detected at concentrations exceeding the DEQ 00910-014/00204615-7 9 22016-18-060/Quality Products (20200205) DWM Non-Residential Vapor Intrusion IASLs in the December 2018 indoor air samples collected within the 1513 and 1515 South Mint Street building. ii. Additional soil assessment activities were also conducted as part of the December 2018 Brownfields assessment activities and included collection of six soil samples for laboratory analysis of VOCs, SVOCs, and RCRA metals plus hexavalent chromium. Laboratory analytical results indicated that arsenic was detected at concentrations exceeding the DEQ IHSB Industrial/Commercial PSRG in soil samples collected south of the 1513 and 1515 South Mint Street building. No other compounds were detected at concentrations above the IHSB Industrial/Commercial PSRGs in the December 2018 soil samples. e. A Brownfields Program receptor survey was completed in December 2018 as part of Brownfields assessment activities. No active water supply wells were identified within 1,500 ft of the Brownfields Property. No surface water bodies were identified on the Brownfields Property or on adjacent properties. f. In August 2019, a combined Phase I and Phase II ESA was conducted in connection with the 1525, 1529 and 1537 South Mint Street and 404 Westwood Avenue parcels. Phase II ESA activities included collection of soil, groundwater, and sub-slab soil vapor samples for laboratory analysis to evaluate the potential for impacts in areas of potential environmental concern identified during the Phase I ESA. Soil assessment activities included collection of 10 soil samples for laboratory analysis of VOCs, SVOCs, and RCRA metals plus hexavalent chromium, and one soil sample for the analysis of PCBs. Groundwater assessment activities included collection of four groundwater samples for laboratory analysis of VOCs, SVOCs, and RCRA metals. Sub-slab soil vapor assessment activities included collection of six soil vapor 00910-014/00204615-7 10 22016-18-060/Quality Products (20200205) samples for laboratory analysis of VOCs from within the 1525, 1529, and 1537 South Mint Street buildings (two sub-slab soil vapor samples were collected in each building). i. Soil sample laboratory analytical results indicated that 1,4-dichlorobenzene, naphthalene, and mercury were detected at concentrations above the DEQ IHSB Industrial/Commercial PSRGs in a soil sample collected beneath the 1525 South Mint Street building slab adjacent to a floor drain. In addition, arsenic was detected at a concentration above the DEQ IHSB Industrial/Commercial PSRG in a soil sample collected beneath the 1525 South Mint Street building slab in the area of a paint booth. Mercury was also detected above the DEQ IHSB Industrial/Commercial PSRG in a soil sample collected adjacent to an underground storage tank located in the northern portion of the 1525 South Mint Street building. No other compounds were detected above the DEQ IHSB Industrial/Commercial PSRGs. ii. Groundwater sample laboratory analytical results indicated that 1,2-dichloroethane was detected at an estimated concentration above the 2L Standard in a sample collected northwest and hydraulically downgradient of the 1537 South Mint Street building. No other compounds were detected above the 2L Standards and no compounds were detected above the DEQ DWM Non-Residential Vapor Intrusion GWSLs in groundwater. iii. Sub-slab soil vapor laboratory analytical results indicated that naphthalene was detected at a concentration above the DEQ DWM Non-Residential Vapor Intrusion SGSL in one sub-slab soil vapor sample collected in the 1525 South Mint Street building. No other compounds were detected at concentrations above the DEQ DWM Non- Residential Vapor Intrusion SGSL in the August 2019 sub-slab soil vapor samples. g. In November 2019, supplemental Brownfields soil and groundwater 00910-014/00204615-7 11 22016-18-060/Quality Products (20200205) assessment activities were completed to further evaluate the potential for impact on the 1537 South Mint Street and 404 Westwood Avenue parcels. Soil assessment activities included collection of two soil samples for laboratory analysis of VOCs, SVOCs, and RCRA metals plus hexavalent chromium. Groundwater assessment activities included collection of two groundwater samples for laboratory analysis of VOCs, SVOCs, and RCRA metals. Soil sample laboratory analytical results indicated that no compounds were detected at concentrations above the DEQ IHSB Industrial/Commercial PSRGs. Groundwater sample laboratory analytical results indicated that no compounds were detected at concentrations above the 2L Standards or DEQ DWM Non-Residential Vapor Intrusion GWSLs. 8. The most recent environmental sampling at the Brownfields Property reported in the Environmental Reports occurred on November 9, 2019. The tables set forth in Exhibit 2 to this Agreement present contaminants present at the Brownfields Property above applicable standards or screening levels for each media sampled. 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 29, 2018, preparing and submitting to DEQ a new Brownfields Property Application dated August 26, 2019, entering into a contract to purchase the properties located at 1513, 1515, and 1521 S. Mint St. (Parcel IDs 11908315, 11908316, 11908317) on November 13, 2017, entering into a contract to purchase the properties located at 1525, 1529 and 1537 S. Mint Street and 404 Westwood Ave (Parcel IDs 11908301, 11908411, 11908302) on March 8, 2019, conducting due diligence, and 00910-014/00204615-7 12 22016-18-060/Quality Products (20200205) marketing the Brownfields Property to prospective tenants. 10. Prospective Developer has provided DEQ with information, or sworn certifications regarding that information on which DEQ relies for purposes of this Agreement, sufficient to demonstrate that: a. Prospective Developer and any parent, subsidiary, or other affiliate has substantially complied with federal and state laws, regulations and rules for protection of the environment, and with the other agreements and requirements cited at NCGS § 130A- 310.32(a)(1); b. As a result of the implementation of this Agreement, the Brownfields Property will be suitable for the uses specified in the Agreement while fully protecting public health and the environment; c. Prospective Developer's reuse of the Brownfields Property will produce a public benefit commensurate with the liability protection provided Prospective Developer hereunder; d. Prospective Developer has or can obtain the financial, managerial and technical means to fully implement this Agreement and assure the safe use of the Brownfields Property; and e. Prospective Developer has complied with all applicable procedural requirements. 11. 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 00910-014/00204615-7 13 22016-18-060/Quality Products (20200205) the North Carolina Department of Justice of all activities related to this Agreement, unless a change is sought to a Brownfields document after it is in effect, in which case there shall be an additional fee of at least $1,000. IV. BENEFIT TO COMMUNITY 12. The redevelopment of the Brownfields Property proposed herein would provide the following public benefits: a. an increase in the Brownfields Property’s productivity; b. a spur to additional community investment and redevelopment, through improved neighborhood appearance and otherwise; c. an increase in tax revenue for affected jurisdictions; d. creation of construction and full-time jobs; e. “smart growth” through use of land in an already developed area, which avoids development of land beyond the urban fringe (“greenfields”); and f. expanded use of public transportation which reduces traffic, improves air quality, and reduces our carbon footprint. 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. 00910-014/00204615-7 14 22016-18-060/Quality Products (20200205) 14. Based on the information in the Environmental Reports, and subject to imposition of and compliance with the land use restrictions set forth below, and subject to Section IX of this Agreement (DEQ’s Covenant Not to Sue and Reservation of Rights), DEQ is not requiring Prospective Developer to perform any active remediation at the Brownfields Property other than remediation that may be required pursuant to a DEQ-approved Environmental Management Plan (EMP) required by this Section. 15. By way of the Notice of Brownfields Property referenced below in paragraph 20, Prospective Developer shall impose the following land use restrictions under the Act, running with the land, to make the Brownfields Property suitable for the uses specified in this Agreement while fully protecting public health and the environment instead of remediation to unrestricted use standards. All references to DEQ shall be understood to include any successor in function. a. No use may be made of the Brownfields Property other than for retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, parking, industrial, warehousing, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply: i. “Retail” defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service, and the sales of food and beverage products. ii. “Office” defined as the provision of business or professional services. ii. “Restaurant” defined as a commercial business establishment that prepares and serves food and beverages to patrons. iv. “Brewery or Food Production Facility” defined as an establishment for 00910-014/00204615-7 15 22016-18-060/Quality Products (20200205) the manufacture, sale and/or distribution of beverages or food products, including without limitation beer and ale, together with associated public roadways and related infrastructure. v. “Entertainment” defined as private, public, and community activities (such as, for example, festivals, theater, musical events or shows), which may include food and beverage service. vi. “Open Space” defined as land maintained in a natural or landscaped state and used for natural resource protection, buffers, greenways, or detention facilities for stormwater. vii. “Amenity Space” defined as a hardscaped and landscaped courtyard, swimming pool, pool deck, courtyard, dog run, community gardens, fire pit, grilling station, seating areas, and/or a common use interior clubhouse. viii. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. ix. “Industrial” defined the assembly, fabrication, processing, warehousing or distribution of goods or materials. x. “Warehousing” defined the use of a commercial building for storage of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to the storage of goods and materials for a specific commercial establishment of a group of establishments in a particular type of industry or commercial activity. xi. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. b. Groundwater at the Brownfields Property may not be used for any purpose 00910-014/00204615-7 16 22016-18-060/Quality Products (20200205) without the prior written approval of DEQ. c. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an EMP approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: i. soil and water management issues, including without limitation those resulting from contamination identified in the Environmental Reports; ii. issues related to potential sources of contamination referenced in Exhibit 2; iii. contingency plans for addressing, including without limitation the testing of soil and groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil contamination); and iv. plans for the proper characterization of, and, as necessary, disposal of contaminated soils excavated during redevelopment. d. No use of any portion of the Brownfields Property may occur until the then owner of such portion of the Brownfields Property conducts representative final grade soil sampling of any area within such portion of the Brownfields Property, pursuant to a plan approved in writing by DEQ, that is not covered by building foundations, sidewalks, or asphaltic 00910-014/00204615-7 17 22016-18-060/Quality Products (20200205) or concrete parking areas and driveways. e. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are received per subparagraph 15.d, above, no activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 15.a., above, while fully protecting public health and the environment, except: i. in connection with landscape planting to depths not exceeding 24”; ii. mowing and pruning of above-ground vegetation; iii. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency circumstances no later than the next business day, and that any related assessment and remedial measures required by DEQ shall be taken; and iv. in connection with work conducted in accordance with a DEQ- approved EMP as outlined above in subparagraph 15.c. f. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined above in subparagraph 15.c. g. No enclosed building may be constructed on the Brownfields Property, and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 20, below, may be occupied until DEQ determines in writing that: 00910-014/00204615-7 18 22016-18-060/Quality Products (20200205) 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 Brownfields Property assessment data or a site-specific risk assessment approved in writing by DEQ; or ii. the building is or would be sufficiently distant from the Brownfields Property’s groundwater and/or soil contamination based on assessment data approved in writing by DEQ that the building’s users, public health and the environment will be protected from risk from vapor intrusion related to said contamination; or iii. vapor intrusion mitigation measures are installed and/or implemented to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report that includes photographs and a description of the installation and performance of said measures. Any design specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in advance of installation and/or implementation of said measures. The design specifications shall include methodology(ies) for demonstrating performance of said measures. h. As part of the Land Use Restrictions Update described below in subparagraph 15.n for each year after the year in which the Notice of Brownfields Property referenced below in Paragraph 20 is recorded, for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then-owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment-related activities since the last report, with a summary and drawings, that describes: i. actions taken on the Brownfields Property in accordance with Section 00910-014/00204615-7 19 22016-18-060/Quality Products (20200205) V: Work to be Performed above; ii. soil grading and cut and fill actions; iii. methodology(ies) employed for field screening, sampling and laboratory analysis of environmental media; iv. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated with regulated substances; and v. removal of any contaminated soil, water or other contaminated materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be included). i. Neither DEQ, nor any party conducting environmental assessment or remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property. j. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records 00910-014/00204615-7 20 22016-18-060/Quality Products (20200205) Law. The owner conveying an interest may use the following mechanisms to comply with the obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notice and Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XV. k. 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. l. The Brownfields Property may not be used for child care, adult care centers or schools without the prior written approval of DEQ. m. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except: i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; ii. as fuel or other fluids customarily used in equipment, vehicles, 00910-014/00204615-7 21 22016-18-060/Quality Products (20200205) landscaping equipment and emergency generators, in on-board tanks integral to said equipment, or in flammable liquid storage containers of no more than 25 gallons; iii. as constituents of products and materials customarily used and stored in retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, and parking environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws; and iv. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in the original packaging or containers. n. During January of each year after the year in which the Notice of Brownfields Property referenced below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are being complied with. The submitted LURU shall state the following: i. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address, if said owner transferred any part of the 00910-014/00204615-7 22 22016-18-060/Quality Products (20200205) Brownfields Property during the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 15.g, 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. 16. The desired result of the above-referenced land use restrictions is to make the Brownfields Property suitable for the uses specified in the Agreement while fully protecting public health and the environment. 17. The guidelines, including parameters, principles and policies within which the desired results are to be accomplished are, as to field procedures and laboratory testing, the Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division of Waste Management Vapor Intrusion Guidance, as embodied in their most current version. 18. The consequence of achieving the desired results will be that the Brownfields Property will be suitable for the uses specified in the Agreement while fully protecting public health and the environment. The consequence of not achieving the desired results will be that modifications to land use restrictions and/or remediation in some form may be necessary to fully protect public health and/or the environment. VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST 19. In addition to providing access to the Brownfields Property pursuant to subparagraph 15.i, above, Prospective Developer shall provide DEQ, its authorized officers, employees, representatives, and all other persons performing response actions under DEQ oversight, access at all reasonable times to other property controlled by Prospective Developer in connection with 00910-014/00204615-7 23 22016-18-060/Quality Products (20200205) the performance or oversight of any response actions at the Brownfields Property under applicable law. Such access is to occur after prior notice and using reasonable efforts to minimize interference with authorized uses of such other property except in response to emergencies and/or imminent threats to public health and the environment. While Prospective Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective Developer of the timing of any response actions to be undertaken by or under the oversight of DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all of its authorities and rights, including enforcement authorities related thereto, under the Act and any other applicable statute or regulation, including any amendments thereto. 20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields Property for the Brownfields Property containing, inter alia, the land use restrictions set forth in Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this Agreement, Prospective Developer shall file the Notice of Brownfields Property in the Mecklenburg County, North Carolina, Register of Deeds’ Office. Within three (3) days thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of the Notice containing a certification by the register of deeds as to the Book and Page numbers where both the documentary and plat components of the Notice are recorded, and a copy of the plat with notations indicating its recordation. 21. This Agreement shall be attached as Exhibit A to the Notice of Brownfields 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 00910-014/00204615-7 24 22016-18-060/Quality Products (20200205) to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. Prospective Developer may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form, Prospective Developer may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XV. 22. The Prospective Developer shall ensure that a copy of this Agreement is provided to any current lessee or sublessee on the Brownfields Property within seven days of the effective date of this Agreement. VII. DUE CARE/COOPERATION 23. The Prospective Developer shall exercise due care at the Brownfields Property with respect to the manner in which regulated substances are handled at the Brownfields Property and shall comply with all applicable local, State, and federal laws and regulations. The Prospective Developer agrees to cooperate fully with any assessment or remediation of the Brownfields 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 00910-014/00204615-7 25 22016-18-060/Quality Products (20200205) threatens a release of contaminants at or from the Brownfields Property while Prospective Developer owns the Brownfields Property, the Prospective Developer shall immediately take all appropriate action to prevent, abate, or minimize such release or threat of release, shall comply with any applicable notification requirements under NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any other law, and shall immediately notify the DEQ Official referenced in subparagraph 35.a., below, of any such required notification. VIII. CERTIFICATION 24. By entering into this Agreement, the Prospective Developer certifies that, without DEQ approval, it will make no use of the Brownfields Property other than that committed to in the Brownfields Property Application dated August 26, 2019, by which it applied for this Agreement, as modified herein. That use is retail, office, restaurant, brewery or food production facility, entertainment, open space, amenity space, parking, industrial, warehousing, and with prior written DEQ 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 00910-014/00204615-7 26 22016-18-060/Quality Products (20200205) 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 00910-014/00204615-7 27 22016-18-060/Quality Products (20200205) 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 00910-014/00204615-7 28 22016-18-060/Quality Products (20200205) as Prospective Developer, so long as these persons are not otherwise potentially responsible parties or parents, subsidiaries, or affiliates of potentially responsible parties. X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE 29. In consideration of DEQ’s Covenant Not To Sue in Section IX of this Agreement and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the Prospective Developer hereby covenants not to sue and not to assert any claims or causes of action against DEQ, its authorized officers, employees, or representatives with respect to any action implementing the Act, including negotiating, entering, monitoring or enforcing this Agreement or the above-referenced Notice of Brownfields Property. XI. PARTIES BOUND 30. This Agreement shall apply to and be binding upon DEQ, and on the Prospective Developer, its officers, directors, employees, and agents. Each Party’s signatory to this Agreement represents that she or he is fully authorized to enter into the terms and conditions of this Agreement and to legally bind the Party for whom she or he signs. XII. DISCLAIMER 31. Prospective Developer and DEQ agree that this Agreement meets the requirements of the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2). However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health and the environment which may be posed by regulated substances at the Brownfields Property, a 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. 00910-014/00204615-7 29 22016-18-060/Quality Products (20200205) 32. Except for the land use restrictions set forth in paragraph 15 above and NCGS § 130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon Prospective Developer under this Agreement are conferred or imposed upon any other person. XIII. DOCUMENT RETENTION 33. The Prospective Developer agrees to retain and make available to DEQ all business and operating records, contracts, site studies and investigations, remediation reports, and documents generated by and/or in the control of the Prospective Developer, its affiliates or subsidiaries relating to storage, generation, use, disposal and management of regulated substances at the Brownfields Property, including without limitation all Material Safety Data Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement, unless otherwise agreed to in writing by the Parties. Said records may be retained electronically such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years, the Prospective Developer shall notify DEQ of the location of such documents and shall provide DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or inspect said documents, Prospective Developer shall provide DEQ with a log of documents withheld from DEQ, including a specific description of the document(s) and the alleged legal 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. 00910-014/00204615-7 30 22016-18-060/Quality Products (20200205) XIV. PAYMENT OF ENFORCEMENT COSTS 34. If the Prospective Developer fails to comply with the terms of this Agreement, including, but not limited to, the provisions of Section V (Work to be Performed), it shall be liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement or otherwise obtain compliance. XV. NOTICES AND SUBMISSIONS 35. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a change in contact information, all notices and submissions pursuant to this Agreement shall be sent by prepaid first class U.S. mail, as follows: a. for DEQ: Brownfields Property Management Unit (or successor in function) N.C. Division of Waste Management Brownfields Program Mail Service Center 1646 Raleigh, NC 27699-1646 b. for Prospective Developer: LEH NC MINT, LLC (or successor in function) c/o Chris Walker Alexander Ricks PLLC 1420 E. 7th Street, Suite 100 Charlotte, NC 28204 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 00910-014/00204615-7 31 22016-18-060/Quality Products (20200205) it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of this Agreement is conditioned upon the complete and timely execution and filing of this Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the Agreement in order to effect the recordation of the full Notice of Brownfields Property within the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its approval and certification of this Agreement, and invalidate its signature on this Agreement. XVII. TERMINATION OF CERTAIN PROVISIONS 37. If any Party believes that any or all of the obligations under Section VI (Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the requirements of the Agreement, that Party may request in writing that the other Party agree to terminate the provision(s) establishing such obligations; provided, however, that the provision(s) in question shall continue in force unless and until the Party requesting such termination receives written agreement from the other Party to terminate such provision(s). XVIII. CONTRIBUTION PROTECTION 38. With regard to claims for contribution against Prospective Developer in relation to the subject matter of this Agreement, Prospective Developer is entitled to protection from such claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this Agreement is all remediation taken or to be taken and response costs incurred or to be incurred by DEQ or any other person in relation to the Brownfields Property. 39. The Prospective Developer agrees that, with respect to any suit or claim for contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ 00910-014/00204615-7 32 22016-18-060/Quality Products (20200205) in writing no later than 60 days prior to the initiation of such suit or claim. 40. The Prospective Developer also agrees that, with respect to any suit or claim for contribution brought against it in relation to the subject matter of this Agreement, it will notify DEQ in writing within 10 days of receiving said suit or claim. XIX. PUBLIC COMMENT 41. This Agreement shall be subject to a public comment period of at least 30 days starting the day after the last of the following public notice tasks occurs: publication of the approved summary of the Notice of Intent to Redevelop a Brownfields Property required by NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the Brownfields Property is located; conspicuous posting of a copy of said summary at the Brownfields Property; and mailing or delivery of a copy of the summary to each owner of property contiguous to the Brownfields Property. After expiration of that period, or following a public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or withdraw its consent to this Agreement if comments received disclose facts or considerations which indicate that this Agreement is inappropriate, improper or inadequate. 00910-014/00204615-7 33 22016-18-060/Quality Products (20200205) IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By: ____________________________________________________________________________ Ellen Lorscheider Date Deputy Director, Division of Waste Management IT IS SO AGREED: LEH NC Mint, LLC By: ____________________________________________________________________________ Name typed or printed: Nikolaus M. Lischerong Date Title typed or printed: Member 7,7/( 352-(&7 6,7(/2&$7,210$3 &200(5&,$/3523(57<  60,17675((7 &+$5/277(1257+&$52/,1$ '$7( -2%12 5(9,6,2112 EXHIBIT  /(+ 6,7(  $3352;,0$7( 6&$/(,1)((7 1 86*648$'5$1*/(0$3 48$'5$1*/( 0,187(6(5,(6 7232*5$3+,& &+$5/277(($671257+&$52/,1$ 22016-18-060/Quality Products Co. (20200205) 1 Exhibit 2 The most recent environmental sampling at the Property reported in the Environmental Reports occurred on November 9, 2019.The following tables set forth, for contaminants present at the Property above unrestricted use standards or screening levels, the concentration found at each sample location, and the applicable standard or screening level. Screening levels and groundwater standards are shown for reference only and are not set forth as cleanup levels for purposes of this Agreement. GROUNDWATER Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, (April 1, 2013 version): Groundwater Contaminant Sample Location Date of Sampling Concentration Exceeding Standard (µg/L) Standard (µg/L) 1,2-Dichloroethane TMW-4 7/27/2019 0.55 J 0.4 Trichloroethylene TMW-3/DUP-1 12/20/2018 6.6/6.2 3 J- Estimated Concentration GROUNDWATER VAPOR INTRUSION RISK Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management February 2018 version): Groundwater Contaminant with Potential for Vapor Intrusion Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/L) Residential VI Screening Level1 (µg/L) Trichloroethylene TMW-3/DUP-1 12/20/2018 6.6/6.2 3 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. 22016-18-060/Quality Products Co. (20200205) 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 (February 2018 version): Soil Contaminant Sample Location Depth (ft) Date of Sampling Concentration Exceeding Screening Level (mg/kg) Industrial Screening Level1 (mg/kg) TPH GRO (C6-C10)* SB-1 8-10 7/27/2019 799 50 TPH DRO (C10- C28)* SB-1 8-10 7/27/2019 106 100 Total C9-C18 Aliphatics (Medium) SB-1 8-10 7/27/2019 212.5 93 Arsenic SB-6 2-3 12/20/2018 21.8 3.0 BG-2 2-3 12/20/2018 28.5 SB-4 0-2 7/27/2019 68.2 SB-6 2-3 7/27/2019 3.73 SB-7 0-2 7/27/2019 3.93 1,4- Dichlorobenzene SB-2 3-4 7/27/2019 23.6 12 Mercury SB-1 8-10 7/27/2019 10.5 9.7 SB-2 3-4 7/27/2019 30.2 Naphthalene SB-2 3-4 7/27/2019 42.0 18 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. 22016-18-060/Quality Products Co. (20200205) 3 SUB-SLAB VAPOR Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version): Soil Gas Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/m3) Non-Residential Screening Limit1 (µg/m3) Naphthalene SSV-1 7/27/2019 390 260 Trichloroethylene SSV-1 1/26/2018 7,700 180 SSV-2 1/26/2018 12,000 1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk. INDOOR AIR Indoor air contaminants in micrograms per cubic meter, the screening limits for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version): Indoor Air Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/m3) Non- Residential Screening Level1 (µg/m3) Heptane IAS-4 12/19/2018 500 350 Trichloroethylene IAS-1 12/19/2018 4.4 1.8 IAS-2/DUP-1 12/19/2018 15/16 IAS-3 12/19/2018 5.0 1Screening limits displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. GROUNDWATER Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, (April 1, 2013 version): Groundwater Contaminant Sample Location Date of Sampling Concentration Exceeding Standard (g/L) Standard (g/L) 1,2-Dichloroethane TMW-4 7/27/2019 0.55 J 0.4 Trichloroethylene TMW-3/DUP-1 12/20/2018 6.6/6.2 3 J- Estimated Concentration GROUNDWATER VAPOR INTRUSION RISK Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version): Groundwater Contaminant with Potential for Vapor Intrusion Sample Location Date of Sampling Concentration Exceeding Screening Level (g/L) Non-Residential VI Screening Level1 (g/L) Trichloroethylene TMW-3/DUP-1 12/20/2018 6.6/6.2 4.4 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. SOIL Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Industrial/Commercial Health-Based Preliminary Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (December 2019 version): Soil Contaminant Sample Location Depth (ft) Date of Sampling Concentration Exceeding Screening Level (mg/kg) Industrial Screening Level1 (mg/kg) TPH GRO (C6-C10) SB-1 8-10 7/27/2019 799 50* TPH DRO (C10-C28) SB-1 8-10 7/27/2019 106 100* Total C9-C18 Aliphatics (Medium) SB-1 8-10 7/27/2019 212.5 93 Arsenic SB-6 2-3 12/20/2018 21.8 3.0 BG-2 2-3 12/20/2018 28.5 SB-4 0-2 7/27/2019 68.2 SB-6 2-3 7/27/2019 3.73 SB-7 0-2 7/27/2019 3.93 1,4-Dichlorobenzene SB-2 3-4 7/27/2019 23.6 12 Mercury SB-1 8-10 7/27/2019 10.5 9.7 SB-2 3-4 7/27/2019 30.2 Naphthalene SB-2 3-4 7/27/2019 42.0 18 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. * NC DEQ UST Section Action Level. SUB-SLAB VAPOR Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version): Soil Gas Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (g/m3) Non-Residential Screening Limit1 (g/m3) Naphthalene SSV-1 7/27/2019 390 260 Trichloroethylene SSV-1 1/26/2018 7,700 180 SSV-2 1/26/2018 12,000 1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk. INDOOR AIR Indoor air contaminants in micrograms per cubic meter, the screening limits for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version): Indoor Air Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (g/m3) Non-Residential Screening Level1 (g/m3) Heptane IAS-4 12/19/2018 500 350 Trichloroethylene IAS-1 12/19/2018 4.4 1.8 IAS-2/DUP-1 12/19/2018 15/16 IAS-3 12/19/2018 5.0 1Screening limits displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. Exhibit C Legal Description for Quality Products Co. Brownfields Project No. 22016-18-060 Being that certain parcel of land lying and being in the City of Charlotte, Mecklenburg County, North Carolina, and being more particularly described as follows: Westwood North COMMENCING at a calculated point at a building corner located at the intersection of the southeast margin of the right-of-way of S. Mint St. (a 60’ public right-of-way) and the northeast margin of the right-of-way of Westwood Ave. (a 50’ public right-of-way); thence with the southeast margin of S. Mint St. North 56-40-13 East a distance of 199.96 feet to a 1” existing iron pipe located at the common front corner of Lots 9 and 10, Block 4 of Westwood Park as recorded in Map Book 332, Page 361; thence with the common line of Lots 9 and 10 South 33- 16-59 East a total distance of 155.08 feet to a 1/2” new iron rod passing through an 1/2” existing iron rod at 150.03 feet located on the northwest margin of a 10 ft Alley of the aforesaid Westwood Park; thence with the common line of block 4 as recorded in Map Book 332 Page 361 For the following 2 (two) courses and distances as follows: 1) South 56-40-07 West a distance of 46.01 feet to a 1/2” new iron rod; 2) South 46-25-35 East a distance of 36.02 feet to a 1/2” new iron rod; thence with the common line of Lot 5 and Block 4 as recorded in Map Book 332 Page 361 of the aforesaid Westwood Park for the following 2 (two) courses and distances: 1) South 43-34-25 West a distance of 5.00 feet to a 1/2” new iron rod 2) South 51-18-01 West a distance of 155.50 feet to a 1” existing iron pipe located on the northeast margin of the right-of-way of Westwood Ave.; thence with the northeast margin of Westwood Ave. the following 3 (three) courses and distances: 1) with a curve turning to the right, with an arc length of 45.78 feet, with a radius of 485.11 feet, with a chord of North 35-59-41 West a distance of 45.77 feet to a 1” existing iron pipe; 2) North 35-09-03 West a distance of 10.11 feet to a 1” existing iron pipe located at the southwest corner of Lot 6, Block 4 of the aforesaid Westwood Park; 3) North 33- 16-36 West a distance of 150.04 feet to the point and place of BEGINNING. Having an area of 37,851 square feet (0.8689 acres) according to a survey by R.B. Pharr & Associates, P.A. dated September 20, 2019. Job No. 90556. Westwood South COMMENCING at a 1” existing iron pipe located at the intersection of the southeast margin of the right-of-way of S. Mint St. (a 60’ public right-of-way) and the southwest margin of the right- of-way of Westwood Ave. (a 50’ public right-of-way); thence with the southwest margin of Westwood Ave. South 33-16-36 East a distance of 150.15 feet to a new nail located the intersection with the northwest margin of a 10 ft Alley as shown on the map of Westwood Park recorded in Map Book 332, Page 361; thence with the northwest margin of the 10 ft Alley the following 2 (two) courses and distances: 1) South 56-32-58 West a distance of 50.04 feet to a 1” existing iron pipe; 2) South 56-50-19 West a distance of 99.74 feet to a 1” existing iron pipe located at the common rear corner of Lots 3 and 4, Block 1 of the aforesaid Westwood Park; thence with the common line of Lots 3 and 4 North 33-16-36 West a distance of 150.02 feet to a new nail located on the southeast margin of the right-of-way of S. Mint St.; thence with the southeast margin of S. Mint St. North 56-41-35 East a distance of 149.79 feet to the point and place of BEGINNING. Having an area of 22,493 square feet (0.5164 acres) according to a survey by R.B. Pharr & Associates, P.A. dated September 20, 2019. Job No. 90556.