17047 REEP-LRC Project 1 NI and NPB 20200721

17047-13-060/REEP-LRC Project 1 20200710

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NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Site Name: REEP-LRC Project 1 Brownfields Project Number:17047-13-060
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 22, 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: SPWF-Continental Warehouse, LLC Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Site Name: REEP-LRC Project 1 Brownfields Project Number: 17047-13-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by ______________________________ (“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 1900 Continental Boulevard, Charlotte, Mecklenburg County, North Carolina and comprises two parcels (Parcel IDs 20308305 and 20308306) totaling 33.5 acres. Prospective Developer has committed itself to redevelopment for no uses other than industrial, warehouse, office, and parking. The Brownfields Property is currently owned by SPWF-Continental Warehouse, LLC. Recent owners of the
Brownfields Property have included: LRC-Patriot, LLC (2013-2019), Patriot Conti Charlotte (2008-2013), LLC,
and Continental Tire North America, Inc. (1996-2013). Prior to Continental Tire North America, Inc. owning the
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Brownfields Property, it was owned by corporate predecessor General Tire Inc., who had acquired it in 1966. Former uses of the Brownfields Property include a Naval Ammunitions Depot (NAD) in the 1940s and 1950s and
ancillary tire manufacturing operations in the 1960s and 1970s. The Brownfields Property is currently undeveloped wooded land and has been unused since around 2009. Environmental media impacted at the site includes soil, soil gas and groundwater. 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:
a. No use may be made of the Brownfields Property other than for industrial, warehousing, office, parking, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply:

i. “Industrial” defined as the assembly, fabrication, processing, warehousing or distribution of goods or materials. ii. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same.
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iii. “Warehousing” 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. iv. “Office” defined as the provision of business or professional services. v. “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 or the activity is conducted in accordance with a DEQ-approved Environmental Management Plan, 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 above in subparagraph 15.a while fully protecting public health and the environment. Prior sampling and analysis of groundwater to the written satisfaction of DEQ in any areas proposed for such activities, and submittal of the analytical results to
DEQ is required. If such results reflect contaminant concentrations that exceed the standards and screening levels applicable to the uses authorized for the Brownfields Property, the groundwater-related activities proposed may only occur in compliance with any written conditions DEQ imposes. Activities may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified above in subparagraph 15.a while fully protecting public health and the environment.
c. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined below in subparagraph 15.f.
d. 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 below in paragraph 21, 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 site assessment data or a site-specific risk assessment approved in writing by DEQ; or ii. the building is or would be sufficiently distant from the Brownfields Property’s groundwater and/or soil contamination based on assessment data approved in writing by DEQ that the
building’s users, public health and the environment will be protected from risk from vapor intrusion related to
said contamination; or iii. vapor intrusion mitigation measures are 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.
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e. Unless compliance with this Land Use Restriction is waived in writing in advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all buildings on the Brownfields Property
depicted on the plat component of the Notice referenced below in paragraph 21 shall be in accordance with applicable legal requirements, including without limitation those related to lead and asbestos abatement that are administered by the Health Hazards Control Unit within the Division of Public Health of the North Carolina Department of Health and Human Services.
f. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may
arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: i. soil and water management issues, including without limitation those resulting from contamination identified in the Environmental Reports; ii. issues related to potential sources of contamination referenced in 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.
g. 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).

h. 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
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remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
i. 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 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 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. j. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional
contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except: i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities;
ii. in 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. iii. as constituents of fuels, lubricants and oils in emergency generators, machinery, equipment and vehicles in on-board tanks integral to said equipment or in flammable liquid storage containers
totaling no more than 25 gallons; iv. as fuel or other fluids customarily used in vehicles, landscaping equipment and emergency generators. v. Substances containing contaminants known to be present in the environmental media
at the Brownfields Property shall be managed in compliance with a site-specific plan prepared by the then
owner of the Brownfields Property and approved in writing by DEQ such that, should a release of those substances occur at the Brownfields Property, the subject contaminants in that release would be distinguishable with certainty from the subject contaminants in any known release at the Brownfields Property that predates this Agreement.

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.
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m. During January of each year after the year in which the Notice referenced below in paragraph 21 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall submit a
notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address, if said owner transferred any part of the Brownfields Property during the previous
calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 15.d, above, are performing as designed, and whether the uses of the ground floors of any buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how. iv. whether all products containing hazardous substances used or stored at the
Brownfields Property are being managed in compliance with the plan required by subparagraph 15.j, above. v. LURU’s submitted for any portion of the Brownfields Property that contains rental units shall include a list of tenants and their addresses. vi. A 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.i. and paragraph 21 of this agreement provided that if standard form leases are used in every instance, a copy of such standard form lease, abstract of lease, or lease rider may be sent in lieu of copies of actual leases. 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
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§ 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__.
LRC-Patriot, LLC By: __________________________________________ Name typed or printed:
Title typed or printed: NORTH CAROLINA
_______________ COUNTY I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: ________________________________.

Date: ___________________ ___________________________________ Official Signature of Notary
___________________________________
Notary’s printed or typed name, Notary Public (Official Seal) My commission expires: _____________________
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************************************ ACKNOWLEDGMENT OF PROPERTY OWNER
As the current owner, or representative of said owner, of at least part of the Brownfields Property, I hereby acknowledge recordation of this Notice of Brownfields Property and the Land Use Restrictions contained herein.
SPWF-Continental Warehouse, LLC By: _____________________________________________ ________________________ Name typed or printed: ____________________________ Date
NORTH CAROLINA _______________ COUNTY I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated: ________________________________.
Date: ___________________ ___________________________________ Official Signature of Notary ___________________________________
Notary’s printed or typed name, Notary Public (Official Seal) My commission expires: _____________________

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************************************ APPROVAL AND CERTIFICATION OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY The foregoing Notice of Brownfields Property is hereby approved and certified. North Carolina Department of Environmental Quality
By: _________________________________________ ________________________ Ellen Lorscheider Date Deputy Director, Division of Waste Management