23069_Thonit A Simmons_Public Commet Package_20210212

23069-19-060/Thonit A. Simmons Co./20210212

SUMMARY OF NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY Brownfields Property Name: Thonit A. Simmons Co. Brownfields Project Number: 23069-19-060 Pursuant to the North Carolina Brownfields Property Reuse Act (the “Act”) authorized by North Carolina
General Statutes (NCGS) § 130A-310.30 through 130A-310.40, and specifically pursuant to NCGS § 130A-
310.34, Ferncroft Capital, LLC, as Prospective Developer, has filed with the North Carolina Department of
Environmental Quality (“DEQ”) a Notice of Intent to Redevelop a Brownfields Property (“Property”) located at
11900 Steele Creek Road, Charlotte, Mecklenburg County. The Brownfields Property consists of approximately
11 acres, and is the former site of Thonit A. Simmons Company, a manufacturer of hospital bed frames, and most
recently J. F. Lomma, Inc., a crane, rigging, transportation and warehousing company. The property is currently
vacant. Environmental contamination exists on the Brownfields Property in soil and groundwater. Ferncroft
Capital, LLC, has committed itself to redevelop the Brownfields Property for no other uses than industrial, office,
parking, retail, warehousing and with prior written DEQ approval, other commercial uses. The Notice of Intent
to Redevelop a Brownfields Property includes: (1) a proposed Brownfields Agreement between DEQ and
Ferncroft Capital, LLC, which in turn includes (a) a map showing the location of the Property, (b) a description
of the contaminants involved and their concentrations in the media of the Property, (c) the above-stated description
of the intended future use of the Brownfields Property, and (d) proposed investigation and remediation; and (2) a
proposed Notice of Brownfields Property prepared in accordance with NCGS § 130A-310.35.

The full Notice of Intent to Redevelop a Brownfields Property may be reviewed online at the DEQ public
record database, Laserfiche, by entering the project number 23069-19-060 into the search bar at the following web
address:
https://edocs.deq.nc.gov/WasteManagement/Welcome.aspx?dbid=0&repo=WasteManagement

The “Act” requires a public comment period of at least 30 days. The first day of public comment is defined
as the day after which all of the following public notice tasks have occurred: the date this Notice is: (1) published
in a newspaper of general circulation serving the area in which the Brownfields Property is located; (2)
conspicuously posted at the Brownfields Property; and (3) mailed or delivered to each owner of property
contiguous to the Brownfields Property. Written public comments may be submitted to DEQ within 30 days after
the public comment period begins. Written requests for a public meeting may be submitted to DEQ within 21 days
after the public comment period begins. These periods will start no sooner than February 23, 2021, and will end
no sooner than the later of: 1) 30 and 21 days, respectively, after that; or 2) 30 and 21 days, respectively, after
completion of the latest of the three (3) above-referenced tasks, if such completion occurs later than the date stated
herein. All public comments and public meeting requests should be addressed as follows:
Mr. Bruce Nicholson Brownfields Program Manager
Division of Waste Management NC Department of Environmental Quality 1646 Mail Service Center
Raleigh, North Carolina 27699-1646
23069-19-060/Thonit A. Simmons Co./20210212

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NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Brownfields Property Name: Thonit A. Simmons Co. Brownfields Project Number: 23069-19-060 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 abandoned, idled, or underused
properties at which expansion or redevelopment is hindered by actual or potential environmental contamination.
One of the Act’s requirements is the submittal of this Notice of Intent to Redevelop a Brownfields Property (“NI”)
that has been approved by the North Carolina Department of Environmental Quality (“DEQ”) for public notification
purposes as per NCGS § 130A-310.34(a). The NI shall 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 (“NBP”) prepared in accordance with NCGS § 130A-310.35. The proposed NBP for a
particular brownfields project is attached hereto. The proposed NBP includes the proposed Brownfields Agreement,
which is attached as Exhibit A, and the other required elements of this NI. A Summary of this Notice of Intent
(“SNI”) shall include a statement as to the public availability of the full NI. The party (“Prospective Developer”)
who desires to enter into a Brownfields Agreement with DEQ must provide a full copy of this NI to all local
governments having jurisdiction over the Brownfields Property.
The Act requires a public comment period of at least 30 days. The first day of public comment is defined as
the day after which all of the following public notice tasks have occurred: the date the required SNI 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 public comments may be submitted to DEQ within 30 days after the public comment
period begins. Written requests for a public meeting may be submitted to DEQ within 21 days after the public
comment period begins. These periods will start no sooner than February 23, 2021, and will end no sooner than the
later of: 1) 30 and 21 days, respectively, after that; or 2) 30 and 21 days, respectively, after completion of the latest
of the three (3) above-referenced tasks, if such completion occurs later than the date stated herein. 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: Steele Creek Investors, LP Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY
Brownfields Property Name: Thonit A. Simmons Co. Brownfields Project Number: 23069-19-060
This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by Ferncroft Capital, 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 11900 Steel Creek Road, Charlotte, Mecklenburg County,
North Carolina, and consists of one approximately 11-acre parcel identified as Parcel ID Number

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19914117 in the Mecklenburg County tax records. The eastern half of the Brownfields Property is developed with an approximately 132,000 square foot industrial warehouse, and the western half
of the property is undeveloped. Prior to construction of the current warehouse in 1974, the Brownfields Property was undeveloped agricultural and wooded land. The building was initially occupied by a transportation company, then sold to the Thonit A. Simmons Company in 1977, who manufactured hospital bed frames and cribs at this location until 1991. In 1991, the building was subdivided and leased for commercial purposes, including crane operations, transportation,
packaging, warehousing, and heating and cooling. The Brownfields Property is currently vacant. The PD intends to redevelop the property for no other uses than industrial, office, parking, retail, warehousing and with prior written DEQ approval, other commercial uses. The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit A. It is required by NCGS § 130A-310.32 and 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. The Brownfields Agreement’s Exhibit 2 consists of one or more data tables reflecting the concentrations of and other information regarding the Brownfields Property’s regulated substances and contaminants.
Attached as Exhibit B to this Notice is a reduction, to 8.5 inches x 11 inches, 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 12 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

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on the Brownfields Property:
12. By way of the Notice of Brownfields Property referenced below in paragraph 16, Prospective Developer shall impose the following land use restrictions under the Act, running with the land, to make the Brownfields Property suitable for the uses specified in this Agreement while fully protecting public health and the environment instead of remediation to unrestricted use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for industrial, office, parking, retail, warehousing 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. “Office” defined as the provision of business or professional services.
iii. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same.
iv. “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.
v. “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.
vi. “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 12.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 DEQ imposes.
c. Physical redevelopment of the Brownfields Property, including demolition of existing structures, may not occur other than in accord, as determined by DEQ, with an EMP approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each

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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 demolition, 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 building materials or contaminated soils excavated during redevelopment.
d. 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.
e. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are received in accordance with subparagraph 12.d, above, no activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 12.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 12.c.
f. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.c.
g. No enclosed building may be constructed on the Brownfields Property until
DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public

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health and the environment from risk of vapor intrusion based on Brownfields Property assessment data or a site-specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields Property’s groundwater and/or soil contamination based on assessment data approved in writing by DEQ that the building’s users, public health and the environment will be protected from risk from vapor intrusion related to said contamination; or
iii. vapor intrusion mitigation measures are installed and/or implemented
to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report that includes photographs and a description of the installation and performance of said measures. Any design specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in advance of installation and/or implementation of said measures. The design specifications shall include methodology(ies) for
demonstrating performance of said measures.
h. As part of the Land Use Restrictions Update described below in subparagraph 12.o for each year after the year in which the Notice referenced below in Paragraph 16 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 VI: 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

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persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner conveying an interest may use the following mechanisms to comply with the obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XVII (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 XVII.
k. The owner of any portion of the Brownfields Property where any existing, or subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
or its tenants shall be responsible for repair of any such wells to DEQ’s written satisfaction and within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ in advance.
l. The Brownfields Property may not be used for child care, adult care centers or schools without the prior written approval of DEQ.
m. No disturbance or alteration of the slab within the existing building footprint, as depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may occur unless in accordance with a DEQ-approved EMP as outlined above in subparagraph 12.c, unless otherwise approved in advance in writing by DEQ, or unless in the case of emergency circumstances for repair of underground infrastructure, in which case DEQ
shall be provided written notice no later than the next business day and any related assessment and remedial measures required by DEQ shall be taken.
n. 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.
o. During January of each year after the year in which the Notice referenced below in paragraph 16 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

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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. A LURU submitted for rental units shall include enough of each lease entered into during the previous calendar year to demonstrate compliance with lessee notification
requirements in subparagraph 12.j, above, and paragraph 17, 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 minimum, the name, mailing address, telephone and facsimile numbers, 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 Brownfields Property Management Unit referenced in subparagraph 31.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

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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__.
Ferncroft Capital, LLC By: __________________________________________ John R. Hollmeyer
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
___________________________________ (Official Seal) Notary’s printed or typed name, Notary Public 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.
Steele Creek Investors, LP By: _______________________________________________ ________________________ John R. Hollmeyer 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: _____________________
************************************ 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: Ferncroft Capital, LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Thonit A. Simmons Co. OF 1997, NCGS § 130A-310.30, et seq. ) 11900 Steele Creek Road Brownfields Project # 23069-19-060 ) Charlotte, Mecklenburg County I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and Ferncroft Capital, 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 11900 Steele Creek Road 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.
The Prospective Developer is Ferncroft Capital, LLC, a North Carolina Limited Liability
Company that was formed on October 4, 2007. The registered agent for the company is John R.
Hollmeyer and the mailing address for the company is 532 Governor Morrison Street, Suite 201,
Charlotte, North Carolina 28211-3372.
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 X (Certification), Section XI (DEQ’s Covenant Not to Sue and
Reservation of Rights) and Section XII (Prospective Developer’s Covenant Not to Sue), the
potential liability of Ferncroft Capital, LLC for contaminants at the Brownfields Property.

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The Parties agree that Ferncroft Capital, LLC’s entry into this Agreement, and the actions
undertaken by Ferncroft Capital, LLC in accordance with the Agreement, do not constitute an
admission of any liability by Ferncroft Capital, LLC for contaminants at the Brownfields
Property. The resolution of this potential liability, in exchange for the benefit Ferncroft Capital,
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 Ferncroft Capital, LLC.
III. BROWNFIELDS PROPERTY INFORMATION SUMMARY
3. Relevant information about the history, ownership, and uses of the Brownfields
Property is provided in the following summary table. Refer to Exhibit 2 to this Agreement that
present data table(s) of the contaminants present at the Brownfields Property at concentrations
above their applicable standards or screening levels (or above laboratory reporting limits if no
standard or screening level is established) for each media sampled.
BROWNFIELDS PROPERTY INFORMATION SUMMARY
Parcel Address(es) & Parcel IDs 11900 Steele Creek Road, Charlotte, Mecklenburg County Parcel ID No. 19914117 Acreage 11.03
Current Property Owner Steele Creek Investors, LP
Current Land Use(s) The eastern half of the Brownfields Property is partially

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BROWNFIELDS PROPERTY INFORMATION SUMMARY
developed with an approximately 132,000 square foot industrial warehouse that has most recently been used for commercial purposes, including crane operations, transportation, packaging, warehousing, and heating and cooling. The western half of the Brownfields property is
undeveloped.
Site Vicinity Land Use(s) Industrial and Commercial
Proposed Reuse(s) Industrial, office, parking, retail, warehousing and with prior written DEQ approval, other commercial uses
Public Benefits of Reuse Job creation, an increase in tax revenue, a spur to additional community investment and redevelopment Existing Land Use Restrictions Prior to Brownfields Agreement None

ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations & Contaminant Sources
i. Prior to 1974, the Brownfields Property consisted of
undeveloped agricultural and wooded land.
ii. The current warehouse was constructed in 1974 and occupied by R. Feidelson Transportation Corporation for warehousing and distribution until 1977. Thonit A. Simmons
Company and its affiliate Gulf & Western Healthcare occupied the Brownfields Property from approximately 1977 through 1991 for the manufacture of metal hospital bed frames and baby crib frames.
iii. In 1979, EPA received a complaint that Thonit A. Simmons Company was disposing polyurethane paint wastes on the Brownfields Property. Mecklenburg County Environmental Health officials conducted an inspection, confirmed the disposal, and ordered the company to cease
dumping paint wastes and remove the waste for proper disposal. Records documenting the location, subsequent removal of the dumped materials, or sampling are not available.
iv. In 1991, the warehouse building was subdivided and leased to various packing, transport, and warehousing companies. J. F. Lomma Inc., a crane, rigging, transportation, and warehousing company occupied the Site from 2004

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ENVIRONMENTAL INFORMATION SUMMARY
through April 2020.
v. Documented environmental sampling of groundwater, surface water, soil, sediment, and/or sub-slab vapor has been performed at the Brownfields Property in 1990, 2014, 2017, 2019, and 2020.
Current Operations/Activities
i. The Brownfields Property is currently owned by Steele Creek Investors, LP.

ii. The Brownfields Property consists of an approximately 132,000 square foot industrial warehouse that is currently vacant.
Contaminated Media
Soil: Organic compounds have been detected in soil at concentrations that are either below the Industrial Health-Based Preliminary Remediation Goals (PSRGs), or at estimated concentrations and do not have established
screening levels. Cobalt has been detected in soil (including background) above the Industrial Health-Based PSRG. Other inorganic compounds detected in soil do not have established screening levels.
Groundwater: Tetrachloroethylene was detected above North Carolina 15A NCAC 02L .0202 Groundwater Standards (2L Standards), but below the NC Residential Groundwater Vapor Intrusion Screening Levels (VISLs).

Sub-Slab Soil Gas: No volatile organic compounds (VOCs) were detected above Residential VISLs. Surface Water/Sediment: No VOCs or Semi-VOCs (SVOCs)
were detected in surface water, and all inorganics were below
15A NCAC 02B Surface Water and Wetlands Standards.
ID Numbers/Permits
The Thonit A. Simmons Company is listed on the NC
Inactive Hazardous Sites Inventory with the identification number NCD095470332. Other company names and identification numbers associated with the Brownfields Property include Gulf and Western Healthcare/Division of Thonit Industries (NCD000616235), and Simmons Healthcare
(NCD980602189.)
Potential Onsite Receptors
Identified Site workers, construction workers and visitors/trespassers.
Potential Offsite Receptors One irrigation well is located approximately 500 NW of the

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ENVIRONMENTAL INFORMATION SUMMARY
Identified Brownfields Property. No other water supply wells have been
identified within 1,500 feet of the Brownfields Property.

4. Environmental reports regarding the Brownfields Property referred to hereinafter as the
“Environmental Reports,” include, but are not limited to, those that the Prospective Developer
obtained or commissioned regarding the Brownfields Property:
Title Prepared by Date of Report
Brownfields Assessment Report, Thonit A. Simmons Company Site Hart & Hickman September 29, 2020
Phase I ESA, Industrial Warehouse, 11900
Steele Creek Road, Charlotte Hart & Hickman November 15, 2019
Additional Groundwater Assessment
Report, Former Thonit A. Simmons Property Hart & Hickman August 7, 2014
Soil and Groundwater Sampling Report,
Former Thonit A. Simmons Property Hart & Hickman May 30, 2014
Site Inspection Report
Halliburton NUS
Environmental Corp. for the U.S. EPA August 2, 1991

IV. PROSPECTIVE DEVELOPER’S INVOLVEMENT
5. 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 certain Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (BPA) dated December 13, 2019, and
purchasing the Brownfields Property on February 28, 2020.
6. 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:

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a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
7. 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.

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V. BENEFIT TO COMMUNITY
8. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. an increase in the Brownfields Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. an increase in tax revenue for affected jurisdictions;
d. creation of construction and full-time jobs;
e. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
VI. WORK TO BE PERFORMED
9. The guidelines as embodied in their most current version, including parameters,
principles and policies within which the desired results are to be accomplished are (as to: field
procedures, laboratory testing, Brownfields Program requirements, and remedial or mitigation
measures):
a. the Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section;
b. the Division of Waste Management Vapor Intrusion Guidance;
c. the Brownfields Program Assessment Work Plan Checklist; and
d. the Brownfields Survey Plat Checklist.
10. 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

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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.
11. Based on the information in the Environmental Reports, other available reports, and
subject to imposition of and compliance with the land use restrictions set forth below, and
subject to Section XI 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) as specified in subparagraph 12.c below.
VII. LAND USE RESTRICTIONS
12. By way of the Notice of Brownfields Property referenced below in paragraph 16,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for industrial,
office, parking, retail, warehousing 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. “Office” defined as the provision of business or professional services.
iii. “Parking” defined as the temporary accommodation of motor vehicles

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in an area designed for same.
iv. “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.
v. “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.
vi. “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 12.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

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may only occur in compliance with any written conditions DEQ imposes.
c. Physical redevelopment of the Brownfields Property, including demolition of
existing structures, may not occur other than in accord, as determined by DEQ, with an EMP
approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during demolition, 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
building materials or contaminated soils excavated during redevelopment.
d. 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

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building foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
e. Unless otherwise approved by DEQ in writing after results of final grade soil
sampling are received in accordance with subparagraph 12.d, above, no activity that disturbs soil
on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ
deems necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 12.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 12.c.
f. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.c.
g. No enclosed building may be constructed on the Brownfields Property until
DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on Brownfields Property

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assessment data or a site-specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields
Property’s groundwater and/or soil contamination based on assessment data approved in writing
by DEQ that the building’s users, public health and the environment will be protected from risk
from vapor intrusion related to said contamination; or
iii. vapor intrusion mitigation measures are installed and/or implemented
to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal on a report that includes photographs and a description of the
installation and performance of said measures. Any design specification for vapor intrusion
mitigation measures shall be approved in writing by DEQ in advance of installation and/or
implementation of said measures. The design specifications shall include methodology(ies) for
demonstrating performance of said measures.
h. As part of the Land Use Restrictions Update described below in subparagraph
12.o for each year after the year in which the Notice referenced below in Paragraph 16 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
VI: Work to be Performed above;
ii. soil grading and cut and fill actions;

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iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all
legally required manifests shall be included).
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 XVII (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner

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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 XVII (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 XVII.
k. The owner of any portion of the Brownfields Property where any existing, or
subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
or its tenants shall be responsible for repair of any such wells to DEQ’s written satisfaction and
within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is
waived in writing by DEQ in advance.
l. The Brownfields Property may not be used for child care, adult care centers or
schools without the prior written approval of DEQ.
m. No disturbance or alteration of the slab within the existing building footprint, as
depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16
below, may occur unless in accordance with a DEQ-approved EMP as outlined above in
subparagraph 12.c, unless otherwise approved in advance in writing by DEQ, or unless in the case
of emergency circumstances for repair of underground infrastructure, in which case DEQ shall be
provided written notice no later than the next business day and any related assessment and remedial
measures required by DEQ shall be taken.
n. 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

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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.
o. During January of each year after the year in which the Notice referenced
below in paragraph 16 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. A LURU submitted for rental units shall include enough of each lease
entered into during the previous calendar year to demonstrate compliance with lessee notification
requirements in subparagraph 12.j, above, and paragraph 17, below, of this Agreement provided

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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 minimum, the name, mailing address, telephone and
facsimile numbers, and e-mail address of each owner on whose behalf the LURU is proposed to
be submitted.
13. 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.
14. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VIII. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
15. In addition to providing access to the Brownfields Property pursuant to subparagraph
12.i above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under

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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.
16. 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 VI (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the
Mecklenburg County, North Carolina, Register of Deeds’ Office. Within three (3) days
thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of
the Notice containing a certification by the register of deeds as to the Book and Page numbers
where both the documentary and plat components of the Notice are recorded, and a copy of the
plat with notations indicating its recordation.
17. 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

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recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XVII (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
XVII.
18. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
IX. DUE CARE/COOPERATION
19. 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

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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 31.a. below
of any such required notification.
X. CERTIFICATION
20. 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 December 13, 2019, by which it applied for this
Agreement. That use is that which is provided above in subparagraph 12.a of this Agreement.
Prospective Developer also certifies that to the best of its knowledge and belief it has fully and
accurately disclosed to DEQ all information known to Prospective Developer and all information
in the possession or control of its officers, directors, employees, contractors and agents which
relates in any way to any past use of regulated substances or known contaminants at the
Brownfields Property and to its qualification for this Agreement, including the requirement that
it not have caused or contributed to the contamination at the Brownfields Property.
XI. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
21. 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

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or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
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

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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.
22. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
23. 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.
24. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 21 through 23 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.

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XII. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
25. In consideration of DEQ’s Covenant Not To Sue in Section XI 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.
XIII. PARTIES BOUND
26. 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.
XIV. DISCLAIMER
27. 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.
28. Except for the land use restrictions set forth in paragraph 12 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same

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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.
XV. DOCUMENT RETENTION
29. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XVI. PAYMENT OF ENFORCEMENT COSTS
30. If the Prospective Developer fails to comply with the terms of this Agreement,

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including, but not limited to, the provisions of Section VI (Work to be Performed) and Section
VII (Land Use Restrictions), it shall be liable for all litigation and other enforcement costs
incurred by DEQ to enforce this Agreement or otherwise obtain compliance.
XVII. NOTICES AND SUBMISSIONS
31. 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: John R. Hollmeyer Ferncroft Capital, LLC (or successor in function)
532 Governor Morrison Street, Suite 201,
Charlotte, North Carolina 28211-3372 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.
XVIII. EFFECTIVE DATE
32. 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

25
23069-19-060/Thonit A. Simmons Co./20210212
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.
XIX. TERMINATION OF CERTAIN PROVISIONS
33. If any Party believes that any or all of the obligations under Section VIII
(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).
XX. CONTRIBUTION PROTECTION
34. 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.
35. 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.
36. The Prospective Developer also agrees that, with respect to any suit or claim for

26
23069-19-060/Thonit A. Simmons Co./20210212
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.
XXI. PUBLIC COMMENT
37. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By:
____________________________________________________________________________
Ellen Lorscheider Date Deputy Director, Division of Waste Management IT IS SO AGREED:
Ferncroft Capital, LLC
By: ____________________________________________________________________________ Name typed or printed: Date Title typed or printed:

SITE
0 2000 4000
APPROXIMATE
SCALE IN FEET
N
U.S.G.S. QUADRANGLE MAP
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
TITLE
PROJECT
SITE LOCATION MAP
THONIT A. SIMMONS CO., SITE
11900 STEELE CREEK ROAD
CHARLOTTE, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
FIGURE:
3-27-20 0
1FRN-001
CHARLOTTE WEST, NC 1996
2923 S. Tryon Street, Suite 100
Charlotte, NC 28203
704.586.0007(p) 704.586.0373(f)
23069-19-060/Thonit A. Simmons Co./20210212

1
Exhibit 2 The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred in March 2020. The following tables set forth, for contaminants present at the Brownfields Property above unrestricted use standards or screening levels, the maximum concentration found at each sample location, and the applicable standard or screening level. Screening levels and groundwater standards are shown for reference only and are not set forth as cleanup levels for purposes of this Agreement.
GROUNDWATER Groundwater contaminants in micrograms per liter (the equivalent of parts per billion),
the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):
Groundwater
Contaminant
Sample
Location
Date of
Sampling
Maximum Concentration Exceeding
Standard (µg/L)
2L Standard or IMAC 1
(µg/L)
Chromium MW-3 3/27/2014 20 2 10
Cobalt
MW-1 3/27/2014 <5.0 3
1.0 1
MW-2 3/27/2014 9.3
MW-3 3/27/2014 11
MW-4 3/27/2014 <5.0 3
MW-5 6/30/2014 <5.0 3
Manganese
MW-1 6/30/2014 350
50
MW-2 3/27/2014 910
MW-3 3/27/2014 210
MW-4 3/27/2014 210
MW-5 6/30/2014 170
Tetrachloroethylene MW-4 6/2019 5.3 0.7

1 Interim Maximum Allowable Concentrations are established in accordance with 15A NCAC 02L and are found at: https://deq.nc.gov/documents/nc-stds-groundwater-imac-04-06-2018 (April 6, 2018 version). 2 Elevated turbidity (NTU > 10) was observed in monitoring wells MW-2, MW-3, and MW-4 during the March 27, 2014 sampling event. 3 Laboratory reporting limit exceeds applicable standard; no estimated concentrations were reported by
the lab.
23069-19-060/Thonit A. Simmons Co./20210212

2
SOIL
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Industrial Health-Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (July 2020 version):

Soil Contaminant Sample Location Depth (ft) Date of Sampling
Maximum Concentration Exceeding Screening
Level (mg/kg)
Industrial Screening Level 1
(mg/kg)
Calcium
TS-SS-01* Surface
10/23/1990
3,500 J
NE
TS-SB-01* 4.5 4,400 J
TS-SS-02 Surface 5,400 J
TS-SB-02 3.5 8,700 J
TS-SB-03 3.5 5,400 J
TS-SS-04 Surface 5,900 J
TS-SB-04 3.5 4,900 J
TS-SD-01** Surface 4,600 J
TS-SD-02** Surface 4,900 J
Cobalt
TS-SS-04 Surface 10/23/1990 120
70 TS-SB-04 3.5 230
BK-1* 0-1 3/27/2014 110
Dihydropyrrolone 2 TS-SS-04 Surface 10/23/1990 0.4 J N NE
Magnesium
TS-SS-01* Surface
10/23/1990
2,900
NE
TS-SB-01* 4.5 3,000
TS-SS-02 Surface 8,500
TS-SB-02 3.5 10,000
TS-SS-03 Surface 6,100
TS-SB-03 3.5 11,000
TS-SS-04 Surface 7,800
TS-SB-04 3.5 5,400
TS-SD-01** Surface 5,400
TS-SD-02** Surface 6,900
Methoxy-cyclohexane 2 TS-SS-01* Surface 10/23/1990 0.4 J N NE
Potassium
TS-SB-01* 4.5
10/23/1990
100
NE TS-SS-02 Surface 120
TS-SS-03 Surface 180
TS-SB-03 3.5 790
23069-19-060/Thonit A. Simmons Co./20210212

3
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Maximum Concentration
Exceeding Screening Level (mg/kg)
Industrial
Screening Level 1 (mg/kg)
Potassium
TS-SS-04 Surface
10/23/1990
1,500
NE TS-SB-04 3.5 110
TS-SD-01** Surface 180
TS-SD-02** Surface 190
Sodium
TS-SS-01* Surface
10/23/1990
270
NE
TS-SB-01* 4.5 550
TS-SS-02 Surface 560
TS-SB-02 3.5 1,500
TS-SS-03 Surface 390
TS-SB-03 3.5 250
TS-SS-04 Surface 1,400
TS-SB-04 3.5 630
TS-SD-01** Surface 600
TS-SD-02** Surface 630
Tetratriacontane 2 TS-SB-04 3.5 10/23/1990 0.8 J N NE

1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. If no screening level is
established, then the laboratory reporting limit is considered the screening level. 2 Tentatively identified compounds. This compound is not on Target Compound List and is reported only as detected in individual samples; minimum quantitation limit not determined. * Indicates soil sample identified as representing background. ** Indicates sediment sample. NE - No established screening level.
J - Laboratory qualifier: estimated value. N - Laboratory qualifier: presumptive evidence of presence of material.

23069-19-060/Thonit A. Simmons Co./20210212

4
SUB-SLAB VAPOR

Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (July 2020 version):
Soil Gas Contaminant

Sample
Location
Date of
Sampling
Maximum
Concentration Exceeding Screening
Level (µg/m3)
Non-
Residential Screening Limit 1
(µg/m3)
Ethanol
SSV-1
3/24/2020
500
NE
SSV-2 440
SSV-3 230
SSV-4 530
SSV-5 510
Trichlorofluoromethane (Freon 11)
SSV-1
3/24/2020
1.8
NE
SSV-2 1.4
SSV-3 1.9
SSV-4 1.3
SSV-5 1.7

1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. If no screening level is established, then the laboratory reporting limit is considered the screening level. NE - No established screening level.

1

Exhibit C - Legal Description

BEING all that certain tract or parcel of land located within the City of Charlotte, Mecklenburg
County, North Carolina, and fronting on Steele Creek Road (also known as N.C. Highway 160)
and fronting on Westhall Drive and fronting on the Westinghouse Lead Track of Norfolk
Southern Railroad, and being more particularly described as follows:

BEGINNING at a new iron rebar (“Beginning Point”) located at the intersection of the southerly
or southwesterly right-of-way margin of the Westinghouse Lead Track of Norfolk Southern
Railroad, said right-of-way having a width of 100 feet as described in Deed Book 2928 Page 589
and as shown on that certain plat recorded in Map Book 20 Page 199 both of the Mecklenburg
County Registry, and the easterly right-of-way margin of Westhall Drive, said right-of-way
having a width of 60 feet as shown on that certain plat recorded in Map Book 20 Page 199 of the
Mecklenburg County Registry, said new iron rebar Beginning Point being also located South 64-
43-25 East 30.03 feet from an existing No. 5 rebar (“Commencement Point”) located at the
intersection of the southerly or southwesterly right-of-way margin of the said Westinghouse
Lead Track of the Norfolk Southern Railroad and the centerline of the said Westhall Drive, and
running thence from said POINT AND PLACE OF BEGINNING along the southerly or
southwesterly right-of-way margin of the said Westinghouse Lead Track of Norfolk Southern
Railroad the following two (2) calls: (1) following along the arc of a circular curve to the left
having a radius of 1,004.93 feet and an arc length of 273.61 feet (chord bearing South 73-50-02
East 272.77 feet) to a new iron rebar and (2) South 81-58-10 East (passing an existing iron rebar
located 0.48 foot North of the boundary line at a distance of 828.72 feet) a total distance of
858.27 feet to a point located in the centerline of Steele Creek Road (also known as N.C.
Highway 160); thence along the centerline of the said Steele Creek Road South 13-12-21 West
512.04 feet to a point; thence within the right-of-way of the said Steele Creek Road the
following three (3) calls: (1) North 76-53-16 West 29.81 feet to a new surveyor’s pk nail, (2)
North 13-16-38 East 30.01’ feet to a new surveyor’s pk nail and (3) North 76-44-54 West 20.00
feet to a new surveyor’s pk nail; thence following along the northerly right-of-way margin of
Maxam Court, said right-of-way having a width of 60 feet as shown on that certain plat recorded
in Map Book 49 Page 247 of the Mecklenburg County Registry the following five (5) calls: (1)
following along the arc of a circular curve to the right having a radius of 30.00 feet and an arc
length of 47.13 feet (chord bearing South 58-15-06 West 42.43 feet) to a new iron rebar, (2)
North 76-44-54 West 453.88 feet to a new iron rebar, (3) following along the arc of a circular
curve to the right having a radius of 220.00 feet and an arc length of 81.61 feet (chord bearing
North 66-07-19 West 81.14 feet) to a new iron rebar, (4) following along the arc of a circular
curve to the right having a radius of 30.00 feet and an arc length of 43.44 feet (chord bearing
North 14-01-24 West 39.74 feet) to a new iron rebar and (5) following along the arc of a circular
curve to the left having a radius of 60.00 feet and an arc length of 208.35 feet (chord bearing
North 72-02-17 West 118.36 feet) to a new iron rebar; thence along the common boundary line
with Stout & Strider LLC as described in Deed Book 11393 Page 625 of the Mecklenburg
County Registry North 76-44-54 West 285.98 feet to an existing No. 5 rebar; thence along the
common boundary line with Pfaff Molds, LP, as described in Deed Book 23497 Page 253 of the
2

Mecklenburg County Registry following along the arc of a circular curve to the left having a
radius of 1,042.14 feet and an arc length of 304.72 feet (chord bearing North 13-54-54 West
303.63 feet) to an existing No. 5 rebar; thence along the easterly right-of-way margin of the
aforesaid Westhall Drive following along the arc of a circular curve to the left having a radius of
347.47 feet and an arc length of 127.36 feet (chord bearing North 34-52-30 East 126.65 feet) to
the point and place of BEGINNING, containing 10.9999 acres, more or less, as shown on a map
of survey conducted by Andrew G. Zoutewelle, North Carolina Professional Land Surveyor No.
L-3098, dated December 3, 2019.