23053 Cotton Seed Oil Mill NI NBP 20200701

25030-19-060/Former Cotton Seed Oil Mill (20200628)

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NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Site Name: Former Cotton Seed Oil Mill Brownfields Project Number: 23053-19-060
North Carolina’s Brownfields Property Reuse Act (the “Act”), North Carolina General Statutes
(“NCGS”) § 130A-310.30 through 130A-310.40, provides for the safe redevelopment of properties that may
have been or were contaminated by past industrial and commercial activities. One of the Act’s
requirements is this Notice of Intent to Redevelop a Brownfields Property approved by the North Carolina
Department of Environmental Quality (“DEQ”). See NCGS § 130A-310.34(a). The Notice of Intent must
provide, to the extent known, a legal description of the location of the brownfields property, a map showing
the location of the Brownfields Property, a description of the contaminants involved and their
concentrations in the media of the Brownfields Property, a description of the intended future use of the
Brownfields Property, any proposed investigation and remediation, and a proposed Notice of Brownfields
Property prepared in accordance with NCGS § 130A-310.35. The party (“Prospective Developer”) who
desires to enter into a Brownfields Agreement with DEQ must provide a copy of this Notice to all local
governments having jurisdiction over the Brownfields Property. The proposed Notice of Brownfields
Property for a particular brownfields project is attached hereto; the proposed Brownfields Agreement,
which is attached to the proposed Notice of Brownfields Property as Exhibit A, contains the other required
elements of this Notice. Written public comments may be submitted to DEQ within 30 days after the latest
of the following dates: the date the required summary of this Notice is (1) published in a newspaper of
general circulation serving the area in which the Brownfields Property is located, (2) conspicuously posted
at the Brownfields Property, and (3) mailed or delivered to each owner of property contiguous to the
Brownfields Property. Written requests for a public meeting may be submitted to DEQ within 21 days
after the period for written public comments begins. Those periods will start no sooner than July 1, 2020,
and will end on the later of: a) 30 and 21 days, respectively, after that; or b) 30 and 21 days, respectively,
after completion of the latest of the three (3) above-referenced dates. All comments and meeting requests
should be addressed as follows:
Mr. Bruce Nicholson Brownfields Program Manager Division of Waste Management NC Department of Environmental Quality 1646 Mail Service Center
Raleigh, North Carolina 27699-1646

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Property Owner: 300 Rampart Owner LLC Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Site Name: Former Cotton Seed Oil Mill Brownfields Project Number: 23053-19-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by 300 Rampart Owner LLC (“Prospective Developer”). This Notice concerns contaminated property. A copy of this Notice certified by the North Carolina Department of Environmental Quality (“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes (“NCGS”), § 130A-310.35(b). This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to public health or the environment posed by environmental contamination at a property (“Brownfields Property”) being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9, Part 5 (“Act”). Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not the owner, also under the Prospective Developer’s name.
The Brownfields Property is located at 300 Rampart Street, Charlotte, Mecklenburg County. The Brownfields Property is comprised of one parcel totaling approximately 2.4 acres that is developed with an approximately 65,136-square foot industrial warehouse building. The Brownfields Property is located in a mixed commercial, industrial and residential area of Charlotte. The Prospective Developer has committed itself to
redevelopment for no uses other than high density residential, office, retail, restaurant, studio, entertainment,
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industrial, warehouse, open space, parking, and, with prior written DEQ approval, other commercial uses. The Brownfields Property was historically occupied by portions of the Cotton Seed Oil Mill (late 1800s to early
1900s), portions of the Virginia Carolina Chemical (VCC) fertilizer company (early 1900s to mid-1900s), a lumber milling operation in the 1960s, and a steel pail painting operation in the 1980s. The Brownfields Property was then occupied by the Charlotte Salvage Company from the 1980s to the late 2010s. In addition, DCI stores appliances and furniture in a portion of the building in the 2010s. Soil is 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 paragraph 15 of the Brownfields Agreement, and all subparagraph letters/numbers are the same as those used in the Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields Property:
a. No use may be made of the Brownfields Property other than for high density residential,
office, retail, restaurant, studio, entertainment, industrial, warehouse, open space, parking, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply: i. “High Density Residential” defined as permanent dwellings where residential units are
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attached to each other with common walls, such as condominia, apartments, group homes, dormitories or boarding houses, and any property outside the dwelling structures is usable by all residents and not privately
owned as part of a particular unit, and shall include related amenities, such as pools, clubhouses, courtyards, common areas, recreation areas and parking garages. Single family homes are prohibited; townhomes, duplexes or other units with yards are prohibited unless approved in writing by DEQ in advance. ii. “Office” defined as the provision of business or professional services. iii. “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. iv. “Restaurant” defined as a commercial business establishment that prepares and serves food and beverages to patrons, and includes mobile establishments such as food trucks. v. “Studio” defined as space dedicated to fitness, wellness, training, or creative media,
including visual art, sculpture, pottery, music, and dance or other artistic activities not in conflict with other land use restrictions in this section. vi. “Entertainment” defined as private, public, and community activities (such as, for example, festivals, theater, musical events or shows), which may include indoor and outdoor gathering spaces and facilities related to the same.
vii. “Industrial” defined as the assembly, fabrication, processing, or distribution of goods or materials. viii. “Warehouse” defined as the use of a commercial building for storage of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to the storage of goods and materials for a specific commercial establishment or a group of establishments in a
particular type of industry or commercial activity. ix. “Open Space” defined as land maintained in a natural or landscaped state and used for natural resource protection, buffers, greenways, detention facilities for stormwater. x. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same.
xi. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. b. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance
in regard to particular activity, no activities that encounter, expose, remove or use groundwater (for example,
installation of water supply wells, ponds, lakes or swimming pools, or construction or excavation activities that encounter or expose groundwater) may occur on the Brownfields Property unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph
15.a above while fully protecting public health and the environment. Prior sampling and analysis of
groundwater to the written satisfaction of DEQ in any areas proposed for such activities, and submittal of the analytical results to DEQ, is required. If such results reflect contaminant concentrations that exceed the standards and screening levels applicable to the uses authorized for the Brownfields Property, the groundwater-related activities proposed may only occur in compliance with any written conditions.

c. Physical redevelopment of the Brownfields Property may not occur other than in accordance, 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
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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 enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat 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, a site-specific risk assessment approved in writing by DEQ, or as otherwise outlined under Work to Be Performed in paragraph 14; 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 designed, installed, and implemented in a manner that will fully protect public health to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report that includes photographs and a
description of the installation and performance of said measures, and to DEQ. Any design specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in advance of installation and/or implementation of said measures. The design specifications shall include methodology(ies) for demonstrating performance of said measures.

e. 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 within the Brownfields Property pursuant to a plan approved in writing by DEQ that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways, in accordance with the EMP dated January 14, 2020.

f. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are received in accordance with subparagraph 15.e, 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;
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iii. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency
circumstances no later than the next business day, and that any related assessment and remedial measures required by DEQ shall be taken; and iv. in connection with work conducted in accordance with a DEQ-approved EMP as outlined above in subparagraph 15.c.
g. 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. h. As part of the Land Use Restrictions Update described below in subparagraph 15.m for each year after the year in which the Notice referenced below in Paragraph 20 is recorded, for as long as physical
redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then-owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment-related activities 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 a leasehold 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
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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 centers, 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 vehicles, landscaping equipment and emergency generators. iii. as constituents of products and materials customarily used and stored in high density residential, office, retail, restaurant, studio, entertainment, industrial, warehouse, mixed use, open space, parking, and, with prior written DEQ approval, other commercial uses, provided such products and materials
are stored in original retail packaging and used and disposed of in accordance with applicable laws; and iv. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in the original packaging or containers.
n. During January of each year after the year in which the Notice referenced below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County, certifying that, as of said January 1st, the Notice of Brownfields Property
containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and
that the land use restrictions are being complied with. The submitted LURU shall state the following: i. the name, mailing address, telephone number, 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 number, and contact person’s e-mail address, if said owner transferred any part of the Brownfields Property during the previous calendar year; iii. A LURU submitted for rental units shall include the rent roll and enough of each lease entered into during the previous calendar year to demonstrate compliance with lessee notification requirements
in subparagraph 15.j, above, and paragraph 21, below, 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. iv. A property owners’ association or other entity may perform this LURU’s duties, on behalf of some or all owners of the Brownfields Property, if said association or entity has accepted responsibility for such performance pursuant to a notarized instrument satisfactory to DEQ that includes at a
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minimum, the name, mailing address, telephone number, and e-mail address of each owner on whose behalf the LURU is proposed to be submitted.
For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official referenced in paragraph 35.a. of Exhibit A hereto, at the address stated therein.
ENFORCEMENT
The above land use restrictions shall be enforceable without regard to lack of privity of estate or contract, lack of benefit to particular land, or lack of any property interest in particular land. The land use restrictions shall be enforced by any owner of the Brownfields Property. The land use restrictions may also be enforced by DEQ through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of
local government having jurisdiction over any part of the Brownfields Property; and by any person eligible for liability protection under the Brownfields Property Reuse Act who will lose liability protection if the restrictions are violated. Any attempt to cancel any or all of this Notice without the approval of the Secretary of DEQ (or its successor in function), or his/her delegate, shall be subject to enforcement by DEQ to the full extent of the law. Failure by any party required or authorized to enforce any of the above restrictions shall in no event be deemed a
waiver of the right to do so thereafter as to the same violation or as to one occurring prior or subsequent thereto.
FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to NCGS
§ 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no smaller 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 _______________, 2020. 300 Rampart Owner LLC

By: __________________________________________ Matt Cassin Authorized Signatory

NEW YORK
_______________ COUNTY

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I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated: ________________________________.

Date: ___________________ ___________________________________ Official Signature of Notary
___________________________________ Notary’s printed or typed name, Notary Public (Official Seal) My commission expires: _____________________
************************************ 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

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EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: 300 Rampart Owner LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Former Cotton Seed Oil Mill OF 1997, NCGS § 130A-310.30, et seq. ) 300 Rampart Street Brownfields Project # 23053-19-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and 300 Rampart Owner 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 300 Rampart Street 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.
300 Rampart Owner LLC is a North Carolina Limited Liability Company that was
formed on October 14, 2019. The registered agent for the company is Aaron Lazovik and the
mailing address for the company is 216 E. 45 Street, 12th Floor, New York, New York 10017.
The Brownfields Property consists of one 2.4-acre parcel (Parcel No. 12103209) located in a
commercial, industrial and residential area of Charlotte, North Carolina.
300 Rampart Owner LLC intends to redevelop the Brownfields Property for no uses other
than high density residential, office, retail, restaurant, studio, entertainment, industrial,
warehouse, open space, parking, and, with prior written DEQ approval, other commercial uses.
Soil is contaminated at the Brownfields Property due to historical activities conducted thereon

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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 300 Rampart Owner LLC for contaminants at the Brownfields Property.
The Parties agree that 300 Rampart Owner LLC’s entry into this Agreement, and the
actions undertaken by 300 Rampart Owner LLC in accordance with the Agreement, do not
constitute an admission of any liability by 300 Rampart Owner LLC for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit 300
Rampart Owner 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 300 Rampart Owner LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property is comprised of one parcel totaling approximately 2.4 acres
that is developed with an approximately 65,136-square foot industrial warehouse building. The
Brownfields Property is located in a mixed commercial, industrial and residential area of

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Charlotte. The Prospective Developer has committed itself to redevelopment for no uses other
than high density residential, office, retail, restaurant, studio, entertainment, industrial,
warehouse, open space, parking, and with prior written DEQ approval, other commercial uses.
4. The Brownfields Property is located in a mixed commercial, industrial and residential
area bordered to the north by Penrose Apartments (Tremont Development DEQ Brownfields
Project No. 18004-14-060); to the east by manufacturing businesses, to the west by Rampart
Street with multi-tenant commercial buildings (including a portion of the Hamilton Property,
DEQ Brownfields Project No. 19038-15-060) and an automotive repair facility beyond,; to the
south by Rampart Street and multi-tenant commercial buildings (Dunavant Street DEQ
Brownfields Project No. 19038-15-060).
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared by Date of Report
Brownfields Assessment Report, Former Cotton Seed Oil Mill (BF #23053-19-060) Hart & Hickman January 10, 2020
Phase I and II ESA, 300 Rampart Street Hart & Hickman September 20, 2019
2019 CAP Inspection Report Arcadis July 19, 2019
Annual Groundwater Monitoring Report AECOM November 30, 2016
Response to NCDENR Comments, Removal Action Completion Report (Revised August 2014)
Arcadis August 29, 2014
Administrative Settlement Agreement and Order on Consent – VCC Charlotte US EPA July 30, 2013
Site Delineation Report and Removal Action Work Plan Arcadis December 2012

6. For purposes of this Agreement, DEQ relies on the following information in the
Environmental Reports and representations by Prospective Developer as to use and ownership of

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the Brownfields Property:
a. The Brownfields Property is currently owned by Prospective Developer.
Prospective Developer purchased the Brownfields Property from Sinkoe Brothers on October 22,
2019 pursuant to the recordation in Deed Book 33964, Page 172 in the Mecklenburg County
Register of Deeds.
b. The Brownfields Property consists of an approximately 2.4-acre parcel of land
(Parcel Identification Number 12103209) that is developed with an approximate 65,136-square
foot industrial warehouse building that is currently vacant. The warehouse building is separated
into three portions. The central and eastern portions of the building were constructed in 1958, and
the western portion of the building was constructed in the late 1970s.
c. The Brownfields Property was historically occupied by portions of the Cotton
Seed Oil Mill (late 1800s to early 1900s), portions of the Virginia Carolina Chemical (VCC)
fertilizer company (early 1900s to mid-1900s), a lumber milling operation in the 1960s, and a
steel pail painting operation in the 1980s. The Brownfields Property was then occupied by the
Charlotte Salvage Company from the 1980s to the late 2010s. From 1985 until recently,
Charlotte Salvage Co. occupied the site building for the storage and distribution of miscellaneous
materials, such as furniture or commercial fixtures. In addition, DCI stored appliances and
furniture in a portion of the building in the 2010s.
d. The northern portion of the subject Brownfields Property was developed with
rail tracks associated with the former Charlotte Oil and Fertilizer Company in the earliest
historical resource reviewed, an 1890 Sanborn map. By the 1920s, the Charlotte Oil and
Fertilizer Company had separated into the former VCC (northern area) and Southern Cotton Oil

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company (southern area). Structures constructed at the Brownfields Property and related to these
facilities have included cattle barns, a portion of a meal house, a hull shed, a barrel storage
building, and several cotton sheds. In 1958, these structures were razed and the Brownfields
Property was developed with the central and eastern portions of the current warehouse building.
The western portion of the current warehouse building was constructed in the late 1970s.
e. The Brownfields Property was utilized by Miller Millwork Corp. for the
manufacturing of wooden windows until the late 1970s or early 1980s. General Pail Corp.
manufactured new, steel drums at the Brownfields Property in 1984 and 1985, at which time the
Brownfields Property was sold to Charlotte Salvage Company. During its period of operation,
General Pail Corporation was a small quantity generator of waste paint sludge, and hazardous
waste violations related to improper management of containers and labeling violations were
recorded for the facility.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. Soil at the Brownfields Property is impacted by arsenic and lead as a result of
the activities conducted at the former VCC portion of the Brownfields Property. ExxonMobil is
identified as the responsible party for the cleanup of the identified metals at the Brownfields
Property and adjacent properties under Administrative Settlement Agreement and Order on
Consent For Removal Action (AOC), USEPA Region 4 Docket No. CERCLA-04-2013-3762,
July 30, 2013. ExxonMobil has removed source area soils from feasible locations at the
Brownfields Property including areas between the north side of the existing building and the
northern property line, and from a planter island area along the southeastern side of the existing

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building in 2013 and 2014. In accordance with the AOC, contaminated soil at the Brownfields
Property was removed according to a Site-Specific Action Levels (SSALs), derived by
ExxonMobil and approved by US EPA, for arsenic of 27 mg/kg and for lead of 270 mg/kg.
Laboratory analysis of post-excavation confirmation soil samples collected at the Brownfields
Property in 2013 and 2014 by ExxonMobil indicated the presence of arsenic and lead above the
DEQ Inactive Hazardous Sites Branch (IHSB) Residential and Non-Residential Preliminary Soil
Remediation Goals (PSRGs) as well as the SSALs. ExxonMobil currently maintains an EPA-
approved Corrective Action Plan (CAP) which includes the Brownfields Property that is
inspected annually by ExxonMobil representatives. The EPA-approved CAP pertaining to the
Brownfields Property includes the area north of the building to the northern property line, the
existing footprint of the warehouse building, and the planter island on the south side of the
existing building.
b. Phase II Environmental Site Assessment (ESA) activities were conducted at the
Brownfields Property in August 2019 to evaluate potential areas of environmental concern
associated with historical activities conducted at the Brownfields Property and on nearby
upgradient properties. Assessment activities included the installation of three shallow
groundwater monitoring wells, advancing eight soil borings for soil sample collection, collecting
three sub-slab soil vapor samples, and collecting one soil gas sample.
i. Groundwater samples were analyzed by a laboratory for volatile organic
compounds (VOCs), semi-volatile organic compounds(SVOCs), and Resource Conservation and
Recovery Act (RCRA) metals. Laboratory results indicated that no compounds were detected
above NCDEQ 2L Groundwater Standards.

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ii. Subsurface soil samples were collected at multiple depths and analyzed
for VOCs, SVOCs, and RCRA metals. Laboratory results indicated that arsenic concentrations in
multiple samples exceeded USEPA Residential Preliminary Soil Remediation Goals (PSRGs). In
addition, soil sample concentrations exceeded the Residential PSRG for hexavalent chromium.
The results for one soil sample exceeded the SSAL for arsenic, and no samples exceeded the
SSAL for lead.
iii. Three sub-slab vapor samples and one soil gas sample were collected
and submitted for the analysis of VOCs by USEPA Method TO-15. Laboratory results indicated
that several VOCs were detected; however, no compounds were detected above established
NCDEQ Residential and Exterior Soil Gas Screening Levels (SGSLs).
c. Additional sub-slab soil vapor samples were collected at the Brownfields
Property in December 2019 to fill in soil vapor data gaps. Five sub-slab soil vapor samples were
collected and submitted for laboratory analysis of VOCs by USEPA Method TO-15. Laboratory
results indicated that no compounds exceeded SGSLs. In addition, H&H evaluated the sub-slab
vapor data using the NCDEQ risk calculator (May 2019) which indicated that the DEQ
acceptable risk parameters were not exceeded for either residential or non-residential use
scenarios.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on December 3, 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. In addition, H&H evaluated the sub-slab vapor data
using the NCDEQ risk calculator (May 2019) which indicated that the DEQ acceptable risk

8 23053-19-060/Cotton Seed Oil Mill (20200628)
parameters were not exceeded for either residential or non-residential use scenarios.
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 September 11, 2019 and
purchasing of the Brownfields Property on October 22, 2019.
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

9 23053-19-060/Cotton Seed Oil Mill (20200628)
e. Prospective Developer has complied with all applicable procedural
requirements.
11. The Parties agree that a $30,000 “Redevelopment Now” fee Prospective Developer
has paid suffices as the $2,000 fee to seek a brownfields agreement required by NCGS § 130A-
310.39(a)(1), and, within the meaning of NCGS § 130A-310.39(a)(2), the full cost to DEQ and
the North Carolina Department of Justice of all activities related to this Agreement, unless a
change is sought to a Brownfields document after it is in effect, in which case there shall be an
additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. 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. planned creation of construction and approximately 50 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”).
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

10 23053-19-060/Cotton Seed Oil Mill (20200628)
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ’s Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(EMP) required by this Section. Additionally, based on the type and concentrations of impacts to
soil, groundwater, and soil gas detected during assessment activities as outlined in paragraph 7
above, indoor air exposure routes do not appear to present a risk to site occupants as of the
effective date of this Agreement. Therefore, the condition of subparagraph 15.f.i has been met
for the existing site building as outlined in the approved EMP dated January 14, 2020.
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 high density
residential, office, retail, restaurant, studio, entertainment, industrial, warehouse, open space,
parking, and with prior written DEQ approval, other commercial uses. For purposes of this
restriction, the following definitions apply:

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i. “High Density Residential” defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia, apartments,
group homes, dormitories or boarding houses, and any property outside the dwelling structures is
usable by all residents and not privately owned as part of a particular unit, and shall include
related amenities, such as pools, clubhouses, courtyards, common areas, recreation areas and
parking garages. Single family homes are prohibited; townhomes, duplexes or other units with
yards are prohibited unless approved in writing by DEQ in advance.
ii. “Office” defined as the provision of business or professional services.
iii. “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.
iv. “Restaurant” defined as a commercial business establishment that
prepares and serves food and beverages to patrons, and includes mobile establishments such as
food trucks.
v. “Studio” defined as space dedicated to fitness, wellness, training, or
creative media, including visual art, sculpture, pottery, music, and dance or other artistic
activities not in conflict with other land use restrictions in this section.
vi. “Entertainment” defined as private, public, and community activities
(such as, for example, festivals, theater, musical events or shows), which may include indoor and
outdoor gathering spaces and facilities related to the same.
vii. “Industrial” defined as the assembly, fabrication, processing, or
distribution of goods or materials.

12 23053-19-060/Cotton Seed Oil Mill (20200628)
viii. “Warehouse” defined as the use of a commercial building for storage
of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others,
and also refers to the storage of goods and materials for a specific commercial establishment or a
group of establishments in a particular type of industry or commercial activity.
ix. “Open Space” defined as land maintained in a natural or landscaped
state and used for natural resource protection, buffers, greenways, detention facilities for
stormwater.
x. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same.
xi. “Commercial” defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. Unless compliance with this Land Use Restriction is waived in writing by
DEQ in advance in regard to particular activity, no activities that encounter, expose, remove or
use groundwater (for example, installation of water supply wells, ponds, lakes or swimming
pools, or construction or excavation activities that encounter or expose groundwater) may occur
on the Brownfields Property unless and until DEQ states in writing, in advance of the proposed
activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 15.a above while fully protecting public health and the environment. Prior
sampling and analysis of groundwater to the written satisfaction of DEQ in any areas proposed
for such activities, and submittal of the analytical results to DEQ, is required. If such results
reflect contaminant concentrations that exceed the standards and screening levels applicable to

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the uses authorized for the Brownfields Property, the groundwater-related activities proposed
may only occur in compliance with any written conditions .
c. Physical redevelopment of the Brownfields Property may not occur other than
in accordance, 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 enclosed building may be constructed on the Brownfields Property and no
existing building, defined as those depicted on the plat of the Notice of Brownfields Property
referenced in paragraph 20 below, may be occupied until DEQ determines in writing that:

14 23053-19-060/Cotton Seed Oil Mill (20200628)
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, a site-specific risk assessment approved in writing by DEQ, or as otherwise
outlined under Work to Be Performed in paragraph 14; 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 designed, installed, and
implemented in a manner that will fully protect public health to the satisfaction of a professional
engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report
that includes photographs and a description of the installation and performance of said measures,
and to DEQ. Any design specification for vapor intrusion mitigation measures shall be approved
in writing by DEQ in advance of installation and/or implementation of said measures. The
design specifications shall include methodology(ies) for demonstrating performance of said
measures.
e. 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 within the
Brownfields Property pursuant to a plan approved in writing by DEQ that is not covered by
building foundations, sidewalks, or asphaltic or concrete parking areas and driveways, in
accordance with the EMP dated January 14, 2020.
f. Unless otherwise approved by DEQ in writing after results of final grade soil

15 23053-19-060/Cotton Seed Oil Mill (20200628)
sampling are received in accordance with subparagraph 15.e, 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.
g.. 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.
h.. As part of the Land Use Restrictions Update described below in
subparagraph 15.m for each year after the year in which the Notice referenced below in
Paragraph 20 is recorded, for as long as physical redevelopment of the Brownfields Property
continues (except that the final deadline shall fall 90 days after the conclusion of physical
redevelopment), the then-owner of the Brownfields Property shall provide DEQ a report subject
to written DEQ approval on environment-related activities since the last report, with a summary

16 23053-19-060/Cotton Seed Oil Mill (20200628)
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

17 23053-19-060/Cotton Seed Oil Mill (20200628)
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 a leasehold 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 centers, 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

18 23053-19-060/Cotton Seed Oil Mill (20200628)
maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators.
iii. as constituents of products and materials customarily used and stored
in high density residential, office, retail, restaurant, studio, entertainment, industrial, warehouse,
mixed use, open space, parking, and, with prior written DEQ approval, other commercial uses,
provided such products and materials are stored in original retail packaging and used and
disposed of in accordance with applicable laws; and
iv. in products or materials that are brought onto the Brownfields Property,
kept in their original packaging or containers (that is, not used or repackaged) and later removed
from the Brownfields Property in the original packaging or containers.

n. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone number, 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;

19 23053-19-060/Cotton Seed Oil Mill (20200628)
ii. the transferee’s name, mailing address, telephone number, and contact
person’s e-mail address, if said owner transferred any part of the Brownfields Property during
the previous calendar year;
iii. A LURU submitted for rental units shall include the rent roll and
enough of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in subparagraph 15.j, above, and paragraph 21, below, 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.
v. A property owners’ association or other entity may perform this
LURU’s duties, on behalf of some or all owners of the Brownfields Property, if said association
or entity has accepted responsibility for such performance pursuant to a notarized instrument
satisfactory to DEQ that includes at a minimum, the name, mailing address, telephone number,
and e-mail address of each owner on whose behalf the LURU is proposed to be submitted.
16. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in the Agreement while fully protecting
public health and the environment.
17. The guidelines, including parameters, principles and policies within which the
desired results are to be accomplished are, as to field procedures and laboratory testing, the
Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public

20 23053-19-060/Cotton Seed Oil Mill (20200628)
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
19. In addition to providing access to the Brownfields Property pursuant to subparagraph
15.h above, Prospective Developer shall provide DEQ, its authorized officers, employees,
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

21 23053-19-060/Cotton Seed Oil Mill (20200628)
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
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 with regard to leasehold interests: (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

22 23053-19-060/Cotton Seed Oil Mill (20200628)
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such
release or threat of release, shall comply with any applicable notification requirements under
NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any
other law, and shall immediately notify the DEQ Official referenced in subparagraph 35.a. below
of any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated September 11, 2019, by which it applied for this
Agreement. That use is high density residential, office, retail, restaurant, studio, entertainment,
industrial, warehouse, open space, parking, 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

23 23053-19-060/Cotton Seed Oil Mill (20200628)
Developer and all information in the possession or control of its officers, directors, employees,
contractors and agents which relates in any way to any past use of regulated substances or known
contaminants at the Brownfields Property and to its qualification for this Agreement, including
the requirement that it not have caused or contributed to the contamination at the Brownfields
Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about

24 23053-19-060/Cotton Seed Oil Mill (20200628)
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.

25 23053-19-060/Cotton Seed Oil Mill (20200628)
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
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.

26 23053-19-060/Cotton Seed Oil Mill (20200628)
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
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

27 23053-19-060/Cotton Seed Oil Mill (20200628)
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be
liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement
or otherwise obtain compliance.
XV. NOTICES AND SUBMISSIONS
35. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a
change in contact information, all notices and submissions pursuant to this Agreement shall be
sent by prepaid first class U.S. mail, as follows:
a. for DEQ:
Brownfields Property Management Unit (or successor in function) N.C. Division of Waste Management Brownfields Program Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:

28 23053-19-060/Cotton Seed Oil Mill (20200628)
Aaron Lazovik
300 Rampart Owner LLC (or successor in function) 216 E. 45 Street, 12th Floor New York, New York 10017
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
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).

29 23053-19-060/Cotton Seed Oil Mill (20200628)
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
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

30 23053-19-060/Cotton Seed Oil Mill (20200628)
which indicate that this Agreement is inappropriate, improper or inadequate.
IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By: ____________________________________________________________________________ Ellen Lorscheider Date Deputy Director, Division of Waste Management
IT IS SO AGREED: 300 Rampart Owner LLC By: ____________________________________________________________________________ Matt Cassin Date
Authorized Signatory
Copyright:© 2013 National Geographic Society, i-cubed
SITE LOCATION MAP
)250(5&277216(('2,/0,//
300 RAMPART STREET
CHARLOTTE, NORTH CAROLINA
DATE: 11-12-19
JOB NO: JMC-009
REVISION NO: 0
EXHIBIT NO: 1
2923 South Tryon Street - Suite 100
Charlotte, North Carolina 28203
704-586-0007 (p) 704-586-0373 (f)
License # C-1269 / # C-245 Geology
TITLE
PROJECT
0 2,000 4,000
SCALE IN FEET
SITE
Path: \\HHFS01\Redirectedfolders\Sperry\My Documents\ArcGIS\PROJECTS\JMC-009\Figure 1 - Site Location Map.mxdN
U.S.G.S. QUADRANGLE MAP
CHARLOTTE EAST, NORTH CAROLINA 2013
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
23052-19-060/Cotton Seed Oil Mill (20200628)

1
Exhibit 2 The most recent environmental sampling at the Property reported in the Environmental Reports occurred on December 3, 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
standards are shown for reference only and are not set forth as cleanup levels for purposes of this Agreement. SOIL

Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Residential Health- Based 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)
Residential Screening Level1 (mg/kg)
Arsenic
SB-1 1-2 8/30/3019 0.885
0.68
SB-1 5-7 8/29/3019 156
SB-1 7-10 8/29/3019 3.36
SB-2 0-2 8/29/3019 6.90
SB-2 2-5 8/29/3019 6.06
SB-3 0-2 8/30/3019 3.60
SB-3 3-5 8/30/3019 1.87
SB-4 0-2 8/30/3019 3.07
SB-4 3-5 8/30/3019 2.15
SB-5 0-2 8/30/3019 4.11
SB-5 3-5 8/30/3019 1.62
SB-6 0-2 8/30/3019 3.40
SB-6 3-5 8/30/3019 2.07
SB-7 0-2 8/29/3019 1.43
SB-7DUP 0-2 8/29/3019 1.41
SB-7 3-5 8/29/3019 1.31
CH-CS-13 1-2 1/6/14 257
CH-CS-14 1-2 12/12/13 53.9
CH-CS-15 1-7 12/12/13 339
CH-CS-16 1-7 1/9/14 666
CH-CS-17 1-7 12/12/13 381
23052-19-060/Cotton Seed Oil Mill (20200628)

2
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration
Exceeding Screening Level (mg/kg)
Residential Screening Level1 (mg/kg)
SB-90
0-0.5 5/8/2012 <1.09J
0.5-2 5/8/2012 2.16J
2-4 5/8/2012 3.43
4-6 5/8/2012 <12.2
6-8 5/8/2012 <13.2
SB-91
0-0.5 5/9/2012 <1.13
0.5-2 5/9/2012 <1.18
2-4 5/9/2012 6.0
4-6 5/9/2012 <13.7
SB-92 0.5-2 5/9/2012 10.0
2-4 5/9/2012 <1.36
SB-93 4-6 5/9/2012 19.7
SB-95 8-10 5/10/2012 4.83
SB-97
0-0.5 5/10/2012 7.89
0.5-2 5/10/2012 4.39
2-4 5/10/2012 0.950J
SB-98
0-0.5 5/9/2012 2.61
0.5-2 5/9/2012 1.34
2-4 5/9/2012 <1.23
Hexavalent Chromium
SB-1 1-2 8/30/2019 <0.359
0.31
SB-1 5-7 8/29/2019 <0.323
SB-3 0-2 8/30/19 0.5283
SB-4 3-5 8/30/2019 0.423J
SB-5 0-2 8/30/2019 1.43
SB-6 0-2 8/30/19 <0.311
SB-7 DUP 0-2 8/30/19 <0.311
Lead
CH-CS-13 1-2 1/6/2014 902
400 CH-CS-16 1-7 1/9/2014 951
CH-CS-17 1-7 12/12/2013 1190
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.
J- Estimated Concentration
EXHIBIT C
Being that certain parcels of land lying and being in the City of Charlotte, Mecklenburg County, North Carolina, and being more particularly described as follows:
COMMENCING at an existing NGS monument “McDowell” having NC NAD 83(2011) coordinates of
N: 541,237.39’; E: 1,452,816.02; thence S 62°36'34" W a ground distance of 11,011.43 feet to a ½” new
iron rod, the point of BEGINNING; said point being situated on the northerly margin of the right-of-way
of Rampart Street (50’ public r/w) and being the westerly most corner of the AP 222 Rampart St., LLC
property as described in Deed Book 31912, Page 949 of the Mecklenburg County Public Registry; thence
with said margin, three (3) courses and distances as follows: 1) N 81°07'37" W a distance of 286.01 feet
to a ½” new iron rod; 2) with the arc of a circular curve turning to the right having a radius of 240.35 feet,
an arc length of 157.19 feet, (Chord: N 62°23'28" W, 154.40 feet) to a ½” new iron rod; 3) N 43°09'18"
W a distance of 32.28 feet to a 1” existing iron pipe; said iron being the southerly most corner of the Park
Avenue Partners, LLC property as described in Deed Book 24146, Page 905 of said registry; thence with
said property, N 08°37'36" E a distance of 162.72 feet to a 1” existing iron pipe; said iron being a
common corner of the Ned Morris Henson & Judith Mulligan property as described in Deed Book 3869,
Page 392 of said registry and the CPUS Penrose, LP property as described in Deed Book 34003, Page 605
of said registry; said iron also being, S 30°11'26" W a distance of 1.43 feet from a 1” existing iron pipe;
thence with the CPUS Penrose, LP property, and the rear of the AP 307 W Tremont Ave., LLC property
as described in Deed Book 31912, Page 963 of said registry, S 81°16'32" E a distance of 458.00 feet to a
½” existing iron rod; said iron being the northwesterly corner of the aforementioned AP 222 Rampart St.,
LLC property; thence with said property, S 08°46'45" W a distance of 233.36 feet back to the point and
place of BEGINNING. Containing 102,722 square feet or 2.3582 acres according to a survey by R. B.
Pharr & Associates, P. A. dated March 23, 2020. (Job No. 91222)