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HomeMy WebLinkAbout23045_Acme Spinning Mill NBP for PC 20210803 Acme Spinning Mill/23045-19-036/20210728 1 Property Owner: Belmont Industrial, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Brownfields Property Name: Acme Spinning Mill Brownfields Project Number: 23045-19-036 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by Belmont Industrial, 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 consists of three parcels (Parcel Nos. 203018, 226572, 203503) on approximately 60.6844 acres of land located at 192 Woodlawn Street and 646 Cason Street, Acme Spinning Mill/23045-19-036/20210728 2 Belmont, North Carolina. Historically, the western and central portions of the property (west of railroad tracks) were occupied by single family residences and the Acme Spinning Mill prior to 1938 to 1986. Parkdale Mills operated a textile yarn spinning operation in the former Acme Spinning Mill buildings from 1986 until 2002 (Parcel Nos. 203018 and 226572). All structures were removed from the western and central portions of the Brownfields Property in 2006. The eastern portion of the property (east of railroad tracks) has historically not been developed with structures. Parcel No. 203503 was comprised primarily of undeveloped land with scattered barns and storage sheds from at least the late 1930s until the late 1990s. The area near the southern property boundary was historically developed with seven residences located along Cason Street. The residences were razed in the early 2000s.The Prospective Developer intends to redevelop the Brownfields Property for no uses other than office, industrial, warehousing, parking, and with prior written DEQ approval, other commercial uses. Soil, groundwater, soil gas, and surface water/sediment are contaminated at the Brownfields Property due to potential historical activities conducted thereon and on adjacent properties. 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 Acme Spinning Mill/23045-19-036/20210728 3 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 13 of the Brownfields Agreement, and all subparagraph letters/numbers are the same as those used in the Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields Property: a. No use may be made of the Brownfields Property other than for office, industrial, warehousing, parking, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply: i. “Office” defined as the provision of business or professional services. ii. “Industrial” defined as the assembly, fabrication, processing, warehousing or distribution of goods or materials. 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 of a group of establishments in a particular type of industry or commercial activity. iv. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. v. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. b. No use of the Brownfields Property’s northern parcel (Parcel No. 203503) other than for a small portion of the southeastern warehouse building, a storm water retention pond, or surface parking, as depicted in the approved Environmental Management Plan outlined in subparagraph 13.e., shall occur until the then owner of the Brownfields Property conducts representative vapor intrusion assessment of the parcel to DEQ’s written satisfaction, pursuant to a plan(s) approved in writing in advance by DEQ. If DEQ believes the results of said assessment indicates site contaminants are present such that the resulting environmental risk of such contamination is unacceptable, the then owner of the Brownfields Property shall then mitigate such risk pursuant to a plan approved in writing by DEQ and to DEQ’s satisfaction. c. The Brownfields Property may not be used for childcare centers, adult care centers, or schools without the prior written approval of DEQ. d. The Brownfields Property may not be used for residential use without the prior written approval of DEQ. e. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved Acme Spinning Mill/23045-19-036/20210728 4 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. demolition of existing buildings, if applicable; ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph 4 above; 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 and DEQ approval of both fill soil before import to the Brownfields Property and the disposition of all soil excavated from the Brownfields Property during redevelopment; f. Within 90 days after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields 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). g. Groundwater and surface water at the Brownfields Property may not be used for any purpose without the prior written approval of DEQ along with any measures DEQ deems necessary to ensure that the Brownfields Property will be suitable for the uses specified in subparagraph 13.a. above while fully protecting public health and the environment. Should groundwater be encountered or exposed during any activity on the Brownfields Property, it shall be managed in accordance with the DEQ-approved EMP outlined in subparagraph 13.e., or a Acme Spinning Mill/23045-19-036/20210728 5 plan approved in writing in advance by DEQ. h. No activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 13.a above while fully protecting public health and the environment, except: i. in connection with landscape planting to depths not exceeding 24 inches; 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 to work conducted in accordance with a DEQ-approved Environmental Management Plan (EMP) as outlined in subparagraph 13.e. i. No use of the Brownfields Property may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling, pursuant to a plan approved in writing by DEQ, of any area that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways of the Brownfields Property as delineated on the plat component of the Notice of Brownfields Property referenced in paragraph 17 of this Agreement. j. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined in paragraph 13.e. k. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 17 below, may be occupied until DEQ determines in writing that: i. the building is or would be protective of the building’s users and public health from the risk of vapor intrusion based on site assessment data, or a site-specific risk assessment approved in writing by DEQ; or ii. a vapor intrusion mitigation system (VIMS) has been: 1. designed to mitigate vapors for subgrade building features in accordance with the most recent and applicable DWM Vapor Intrusion Guidance, Interstate Technology & Regulatory Council (ITRC) guidance, and American National Standards Institute (ANSI)/American Association of Radon Scientists and Technologists (AARST) standards, and that said design shall fully protect public health to the satisfaction of a professional engineer Acme Spinning Mill/23045-19-036/20210728 6 licensed in North Carolina, as evidenced by said engineer’s professional seal, and shall include a performance monitoring plan detailing methodologies and schedule, both of which are subject to prior written DEQ approval; and 2. installed and an installation report is submitted for written DEQ approval that includes details on any deviations from the system design, as-built diagrams, photographs, and a description of the installation with said engineer’s professional seal confirming that the system was installed per the DEQ-approved design and will be protective of public health. l. 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. m. 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. n. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Gaston 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 may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notices 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. o. 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; Acme Spinning Mill/23045-19-036/20210728 7 ii. as fuel or other fluids customarily used in vehicles, landscaping equipment and emergency generators; iii. as constituents of products and materials customarily used and stored in environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws; p. During January of each year after the year in which the Notice referenced below in paragraph 17 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 Gaston County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Gaston County Register of Deeds office and that the land use restrictions are being complied with. If the property is transferred, the grantor shall submit a LURU (as outlined above) which covers the period of time they owned the property. The submitted LURU shall state the following: i. the Brownfields Property address, and the name, mailing address, telephone number, and contact person’s e-mail address of the owner, or board, association or approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a joint LURU is submitted, acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone number, and contact person’s e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is submitted, transferred any part of the Brownfields Property during the previous calendar year. 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 32.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. Acme Spinning Mill/23045-19-036/20210728 8 FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to NCGS § 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no smaller type than that used in the body of the deed or instrument, a statement that the Brownfields Property has been classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse Act. IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this _____ day of _______________, 202__. Belmont Industrial, LLC By: __________________________________________ Scott Bortz 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: _____________________ Acme Spinning Mill/23045-19-036/20210728 9 ************************************ 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: _________________________________________ ________________________ Michael E. Scott Date Director, Division of Waste Management 1 Acme Spinning Mill/23045-19-036/20210802 EXHIBIT A NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: Belmont Industrial, LLC UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Acme Spinning Mill OF 1997, NCGS § 130A-310.30, et seq. ) 192 Woodlawn Street and 646 Cason Street Brownfields Project No. 23045-19-036 ) Belmont, Gaston County I. INTRODUCTION This Brownfields Agreement (“Agreement”) is entered into by the North Carolina Department of Environmental Quality (“DEQ”) and Belmont Industrial, 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 192 Woodlawn Street and 646 Cason Street (the “Brownfields Property”). A map showing the location of the Brownfields Property that is the subject of this Agreement is attached hereto as Exhibit 1. The Prospective Developer is Belmont Industrial, LLC, a limited liability corporation, headquartered at 101 South Kings Drive, Suite 200, Charlotte, NC 28204. Its manager is Scott Bortz, of the same address. 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 Belmont Industrial, LLC for contaminants at the Brownfields Property. The Parties agree that Belmont Industrial, LLC’s entry into this Agreement, and the 2 Acme Spinning Mill/23045-19-036/20210802 actions undertaken by Belmont Industrial, LLC in accordance with the Agreement, do not constitute an admission of any liability by Belmont Industrial, LLC for contaminants at the Brownfields Property. The resolution of this potential liability, in exchange for the benefit Belmont Industrial, 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 Belmont Industrial, 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 the Exhibit 2 to this Agreement that presents data table(s) of the contaminants present at the Brownfields Property at concentrations above their applicable standards or screening levels for each media sampled. BROWNFIELDS PROPERTY INFORMATION SUMMARY Parcel Address(es) & Parcel IDs Parcel Nos. 203018 (192 Woodlawn Street), 226572 (646 Cason Street), and 203503 (No street address) Acreage Approximately 60.6844 Current Property Owner Belmont Industrial, LLC Current Land Use(s) vacant land Site Vicinity Land Use(s) Commercial, industrial, and residential Proposed Reuse(s) Office, industrial, warehousing, parking, and with prior written DEQ approval, other commercial uses Public Benefits of Reuse Increase in Brownfields Property productivity, increase in tax revenue, creation of construction and full-time jobs, and smart 3 Acme Spinning Mill/23045-19-036/20210802 BROWNFIELDS PROPERTY INFORMATION SUMMARY growth Existing Land Use Restrictions Prior to Brownfields Agreement None ENVIRONMENTAL INFORMATION SUMMARY Historical Operations & Contaminant Sources Historically, the western and central portions of the property (Parcel Nos. 203018 and 226572) were occupied by single family residences and the Acme Spinning Mill from the late 1910s until 1986. Parkdale Mills utilized the former Acme Spinning Mill buildings for textile yarn spinning operations from 1986 until 2002. All structures were removed from the western and central portions of the property in 2006. The eastern portion of the property (east of railroad tracks) has historically not been developed with structures. Parcel No. 203503 was comprised primarily of undeveloped land with scattered barns and storage sheds from at least the late 1930s until the late 1990s. The area near the southern property boundary was historically developed with seven residences located along Cason Street. The residences were razed in the early 2000s. The Jadco-Hughes Superfund Site is located adjacent to the north and downgradient of the parcel. Current Operations/Activities The Brownfields Property is being redeveloped with two warehouse buildings. Contaminated Media Soil: Semi-volatile organic compounds (SVOCs) have been detected at concentrations exceeding Commercial/Industrial Preliminary Soil Remediation Goals (PSRGs) in subsurface soil samples collected at the Brownfields Property. On Parcel 203503 detections of polychlorinated biphenyls (PCBs) were identified in a localized area. Groundwater: Concentrations of chlorinated volatile organic compounds (VOCs) tetrachloroethylene (PCE) and trichloroethylene (TCE) have been detected exceeding NCAC Title 15A Subchapter 2L groundwater standards and NCDEQ Residential Vapor Intrusion Screening Levels (VISLs) on Parcel No. 203018. Soil Gas: No VOCs were detected above Non-residential VISLs. 4 Acme Spinning Mill/23045-19-036/20210802 ENVIRONMENTAL INFORMATION SUMMARY Surface Water/Sediment: Arsenic was detected in sediment at concentrations above PSRGs on Parcel No. 202503. ID Numbers/Permits NCDEQ Inactive Hazardous Branch ID No. NONCD0002983 Onsite Receptors Considered Workers, construction workers, trespassers Potential Offsite Receptors Considered Water supply wells: No water supply wells were identified within 1,500 feet of the Brownfields Property Potential offsite migration pathways Groundwater: No receptors were identified adjacent and downgradient of the Brownfields Property 4. Environmental reports regarding the Brownfields Property referred to hereinafter as the “Environmental Reports,” include, but are not limited to: a. Those that the Prospective Developer obtained or commissioned regarding the Brownfields Property: Title Prepared by Date of Report Additional Brownfields Assessment Report, Acme Spinning Mill – Northern Parcel Hart & Hickman January 19, 2021 Brownfields Assessment Report, Acme Spinning Mill Hart & Hickman March 24, 2020 Phase II Environmental Site Assessment, Westbrook Circle, Cason Street Hart & Hickman February 22, 2016 Phase II ESA Former Acme Mills Hart & Hickman January 19, 2015 Limited Soil and Groundwater Assessment, 182 Woodlawn Street ECS Carolinas, LLP October 20, 2014 Phase I Environmental Site Assessment Report, Belmont Site, 182 Woodlawn Street ECS Carolinas, LLP September 26, 2014 5 Acme Spinning Mill/23045-19-036/20210802 b. Other applicable off-site reports: Title Prepared by Date of Report 2018 Annual Report, Jadco-Hughes Superfund Site, Gaston County, North Carolina GHD 2019 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 the Environmental Reports, preparing and submitting to DEQ a Brownfields Property Application (BPA) dated July 18, 2019, and the following: a. A revised BPA was submitted on March 23, 2020 for the purpose of adding Parcel No. 203503. b. Prospective Developer purchased the Brownfields Property Parcel Nos. 203018, 226572, and 203503 on July 22, 2020. c. The PD started site construction of the warehouse buildings on parcels 203018 and 226572 in August 2020 under a DEQ approved Environmental Management Plan, and in accordance with subparagraph 13.e. 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: 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 6 Acme Spinning Mill/23045-19-036/20210802 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. V. BENEFIT TO COMMUNITY 8. The redevelopment of the Brownfields Property proposed herein would provide the following public benefits: 7 Acme Spinning Mill/23045-19-036/20210802 a. a return to productive use of the Brownfields Property; b. a spur to additional community investment and redevelopment, through improved neighborhood appearance and otherwise; c. the creation of construction and full time jobs; d. an increase in tax revenue for affected jurisdictions; 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) credit categories incorporated into the U.S. Green Building Council Leadership in Energy and Environmental Design (LEED) certification program (Integrative 8 Acme Spinning Mill/23045-19-036/20210802 Process, Location and Transportation, Sustainable Sites, Water Efficiency, Energy & Atmosphere, Materials & Resources, Indoor Environmental Quality, Innovation, 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 13.e. below. 12. Based on the type and concentrations of impacts to groundwater and soil gas detected during assessment activities as outlined in paragraph 4 above, indoor air exposure routes do not appear to present a risk to site occupants as of the effective date of this Agreement. Therefore, the condition of subparagraph 13.k below has been met only for Parcel Numbers 226572 and 203018, as depicted on the survey plat component referenced in paragraph 17 below. VII. LAND USE RESTRICTIONS 13. By way of the Notice of Brownfields Property referenced below in paragraph 17, 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. a. No use may be made of the Brownfields Property other than for office, industrial, warehousing, parking, and with prior written DEQ approval, other commercial uses. 9 Acme Spinning Mill/23045-19-036/20210802 For purposes of this restriction, the following definitions apply: i. “Office” defined as the provision of business or professional services. ii. “Industrial” defined as the assembly, fabrication, processing, warehousing or distribution of goods or materials. 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 of a group of establishments in a particular type of industry or commercial activity. iv. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. v. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. b. No use of the Brownfields Property’s northern parcel (Parcel No. 203503) other than for a small portion of the southeastern warehouse building, a storm water retention pond, or surface parking, as depicted in the approved Environmental Management Plan outlined in subparagraph 13.e , shall occur until the then owner of the Brownfields Property conducts representative vapor intrusion assessment of the parcel to DEQ’s written satisfaction, pursuant to a plan(s) approved in writing in advance by DEQ. If DEQ believes the results of said assessment indicates site contaminants are present such that the resulting environmental risk of such contamination is unacceptable, the then owner of the Brownfields Property shall then mitigate such risk pursuant to a plan approved in writing by DEQ and to DEQ’s satisfaction. 10 Acme Spinning Mill/23045-19-036/20210802 c. The Brownfields Property may not be used for childcare centers, adult care centers, or schools without the prior written approval of DEQ. d. The Brownfields Property may not be used for residential use without the prior written approval of DEQ. e. 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. demolition of existing buildings, if applicable; ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph 4 above; 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 and DEQ approval of both fill soil before import to the Brownfields Property and the disposition of all soil excavated from the Brownfields Property during redevelopment; 11 Acme Spinning Mill/23045-19-036/20210802 f. Within 90 days after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields 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). g. Groundwater and surface water at the Brownfields Property may not be used for any purpose without the prior written approval of DEQ along with any measures DEQ deems necessary to ensure that the Brownfields Property will be suitable for the uses specified in subparagraph 13.a. above while fully protecting public health and the environment. Should groundwater be encountered or exposed during any activity on the Brownfields Property, it shall 12 Acme Spinning Mill/23045-19-036/20210802 be managed in accordance with the DEQ-approved EMP outlined in subparagraph 13.e., or a plan approved in writing in advance by DEQ. h. No activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 13.a above while fully protecting public health and the environment, except: i. in connection with landscape planting to depths not exceeding 24 inches; 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 to work conducted in accordance with a DEQ-approved Environmental Management Plan (EMP) as outlined in subparagraph 13.e. i. No use of the Brownfields Property may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling, pursuant to a plan approved in writing by DEQ, of any area that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways of the Brownfields Property as delineated on the plat component of the Notice of Brownfields Property referenced in paragraph 17 of this Agreement. j. Soil may not be removed from, or brought onto, the Brownfields Property 13 Acme Spinning Mill/23045-19-036/20210802 without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined in paragraph 13.e. k. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 17 below, may be occupied until DEQ determines in writing that: i. the building is or would be protective of the building’s users and public health from the risk of vapor intrusion based on site assessment data, or a site-specific risk assessment approved in writing by DEQ; or ii. a vapor intrusion mitigation system (VIMS) has been: 1. designed to mitigate vapors for subgrade building features in accordance with the most recent and applicable DWM Vapor Intrusion Guidance, Interstate Technology & Regulatory Council (ITRC) guidance, and American National Standards Institute (ANSI)/American Association of Radon Scientists and Technologists (AARST) standards, and that said design shall fully protect public health to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal, and shall include a performance monitoring plan detailing methodologies and schedule, both of which are subject to prior written DEQ approval; and 2. installed and an installation report is submitted for written DEQ approval that includes details on any deviations from the system design, as-built diagrams, photographs, and a description of the installation with said engineer’s professional seal confirming that the system was installed per the DEQ-approved design and will be protective of 14 Acme Spinning Mill/23045-19-036/20210802 public health. l. 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. m. 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. n. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Gaston 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 may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notices and 15 Acme Spinning Mill/23045-19-036/20210802 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. o. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement, and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except: i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; ii. as fuel or other fluids customarily used in vehicles, landscaping equipment and emergency generators; iii. as constituents of products and materials customarily used and stored in environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws; p. During January of each year after the year in which the Notice referenced below in paragraph 17 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 Gaston County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Gaston County Register of Deeds office and that the land use restrictions are being complied with. If the property is transferred, the grantor shall submit a LURU (as outlined above) which covers the period of time they owned the property. The 16 Acme Spinning Mill/23045-19-036/20210802 submitted LURU shall state the following: i. the Brownfields Property address, and the name, mailing address, telephone number, and contact person’s e-mail address of the owner, or board, association or approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a joint LURU is submitted, acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone number, and contact person’s e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is submitted, transferred any part of the Brownfields Property during the previous calendar year. 14. The desired result of the above-referenced land use restrictions is to make the Brownfields Property suitable for the uses specified in this Agreement while fully protecting public health and the environment. 15. 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 16. In addition to providing access to the Brownfields Property pursuant to subparagraph 13.l. 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 17 Acme Spinning Mill/23045-19-036/20210802 the performance or oversight of any response actions at the Brownfields Property under applicable law. Such access is to occur after prior notice and using reasonable efforts to minimize interference with authorized uses of such other property except in response to emergencies and/or imminent threats to public health and the environment. While Prospective Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective Developer of the timing of any response actions to be undertaken by or under the oversight of DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all of its authorities and rights, including enforcement authorities related thereto, under the Act and any other applicable statute or regulation, including any amendments thereto. 17. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields Property (“Notice”) 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 in the Gaston 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. 18. This Agreement shall be attached as Exhibit A to the Notice. 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 18 Acme Spinning Mill/23045-19-036/20210802 Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Gaston 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. 19. 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 20. 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 19 Acme Spinning Mill/23045-19-036/20210802 threatens a release of contaminants at or from the Brownfields Property, the Prospective Developer shall immediately take all appropriate action to prevent, abate, or minimize such release or threat of release, shall comply with any applicable notification requirements under NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any other law, and shall immediately notify the DEQ Official referenced in subparagraph 32.a. below of any such required notification. X. CERTIFICATION 21. 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 July 18, 2019, by which it applied for this Agreement, as modified herein. That use is that which is provided in paragraph 13.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 22. 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. 20 Acme Spinning Mill/23045-19-036/20210802 b. The activities conducted on the Brownfields Property by or under the control or direction of the Prospective Developer increase the risk of harm to public health or the environment, in which case Prospective Developer shall be liable for remediation of the areas of the Brownfields Property, remediation of which is required by this Agreement, to the extent necessary to eliminate such risk of harm to public health or the environment. c. A land use restriction set out in the Notice of Brownfields Property required under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields Property, in which case the Prospective Developer shall be responsible for remediation of the Brownfields Property to unrestricted use standards. d. The Prospective Developer knowingly or recklessly provided false information that formed a basis for this Agreement or knowingly or recklessly offers false information to demonstrate compliance with this Agreement or fails to disclose relevant information about contamination at the Brownfields Property. e. New information indicates the existence of previously unreported contaminants or an area of previously unreported contamination on or associated with the Brownfields Property that has not been remediated to unrestricted use standards, unless this Agreement is amended to include any previously unreported contaminants and any additional areas of contamination. If this Agreement sets maximum concentrations for contaminants, and new information indicates the existence of previously unreported areas of these contaminants, further remediation shall be required only if the areas of previously unreported contaminants 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. 21 Acme Spinning Mill/23045-19-036/20210802 f. The level of risk to public health or the environment from contaminants is unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure conditions, including (i) a change in land use that increases the probability of exposure to contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to mitigate risks to the extent required to make the Brownfields Property fully protective of public health and the environment as planned in this Agreement. g. DEQ obtains new information about a contaminant associated with the Brownfields Property or exposures at or around the Brownfields Property that raises the risk to public health or the environment associated with the Brownfields Property beyond an acceptable range and in a manner or to a degree not anticipated in this Agreement. h. The Prospective Developer fails to file a timely and proper Notice of Brownfields Property under NCGS § 130A-310.35. 23. Except as may be provided herein, DEQ reserves its rights against Prospective Developer as to liabilities beyond the scope of the Act. 24. 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. 25. 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. 22 Acme Spinning Mill/23045-19-036/20210802 XII. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE 26. 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 27. 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 28. 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. 29. Except for the land use restrictions set forth in paragraph 13 above and NCGS § 130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same 23 Acme Spinning Mill/23045-19-036/20210802 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 30. 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 31. If the Prospective Developer fails to comply with the terms of this Agreement, 24 Acme Spinning Mill/23045-19-036/20210802 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 32. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a change in contact information or delivery method, all notices and submissions pursuant to this Agreement shall be sent by prepaid first-class U.S. mail or courier service, 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: Scott Bortz (or successor in function) Belmont Industrial, LLC 101 South Kings Drive, Suite 200 Charlotte, NC 28204 Notices and submissions sent by prepaid first-class U.S. mail shall be effective on the third day following postmarking. Notices and submissions sent by hand or by other means affording written evidence of date of receipt shall be effective on such date. XVIII. EFFECTIVE DATE 33. 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 Acme Spinning Mill/23045-19-036/20210802 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 NCGS § 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 to invalidate its signature on this Agreement. XIX. TERMINATION OF CERTAIN PROVISIONS 34. 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 35. 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. 36. 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. 37. The Prospective Developer also agrees that, with respect to any suit or claim for 26 Acme Spinning Mill/23045-19-036/20210802 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 38. This Agreement shall be subject to a public comment period of at least 30 days starting the day after the last of the following public notice tasks occurs: publication of the approved summary of the Notice of Intent to Redevelop a Brownfields Property required by NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the Brownfields Property is located; conspicuous posting of a copy of said summary at the Brownfields Property; and mailing or delivery of a copy of the summary to each owner of property contiguous to the Brownfields Property. After expiration of that period, or following a public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or withdraw its consent to this Agreement if comments received disclose facts or considerations which indicate that this Agreement is inappropriate, improper or inadequate. IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By: ____________________________________________________________________________ Michael E. Scott Date Director, Division of Waste Management IT IS SO AGREED: BELMONT INDUSTRIAL, LLC By: ____________________________________________________________________________ Scott Bortz Date 7,7/( 352-(&7 EXHIBIT 1 6,7(/2&$7,210$3 $&0(63,11,1*0,// :22'/$:1675((7$1'&$621675((7 %(/02171257+&$52/,1$ '$7( -2%12 5(9,6,2112 EXHIBIT12  %07 1 $3352;,0$7( 6&$/(,1)((7 86*648$'5$1*/(0$3 48$'5$1*/( 0,187(6(5,(6 7232*5$3+,& 02817+2//<1257+&$52/,1$ 6,7( Acme Spinning Mill/23045-19-036 20210802 1 Exhibit 2 The most recent environmental sampling at the Brownfields Property reported in the Environmental Reports occurred on October 27, 2020. The following tables set forth, for contaminants present at the Brownfields Property above commercial/industrial use standards or screening levels, the concentration found at each sample location, and the applicable standard or screening level. Screening levels and standards are shown for reference only and are not set forth as cleanup levels for purposes of this Agreement. GROUNDWATER Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, (April 1, 2013 version): Groundwater Contaminant Sample Location Date of Sampling Concentration Exceeding Standard (µg/L) Standard (µg/L) Tetrachloroethylene B4-GW 10/13/2014 250 0.7 Trichloroethylene B4-GW 10/13/2014 5.4 3 Acme Spinning Mill/23045-19-036 20210802 2 GROUNDWATER VAPOR INTRUSION RISK Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management June 2021 version): Groundwater Contaminant with Potential for Vapor Intrusion Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/L) Non- Residential VI Screening Level1 (µg/L) cis-1,2-dichloroethylene B4-GW 10/13/2014 28 NE Tetrachloroethylene B4-GW 10/13/2014 250 48.4 Trichloroethylene B4-GW 10/13/2014 5.4 4.35 Fluoranthene B3-GW 10/13/2014 5.1 J NE Trichlorofluoromethane B4-GW 10/13/2014 570 NE TMW-2 10/27/2020 1.4 TMW-4 10/27/2020 0.90 J Pyrene B3-GW 10/13/2014 5.8 J 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. NE – Regulatory screening level not established. J – Compound detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration. Acme Spinning Mill/23045-19-036 20210802 3 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 (January 2021 version): Soil Contaminant Sample Location Depth (ft) Date of Sampling Concentration Exceeding Screening Level (mg/kg) Industrial Screening Level1 (mg/kg) Arsenic SB-1 0-2 2/8/2016 4.6 3.0 SB-2 4-5 22 HHSB-2A 2-4 2/5/2020 6.02 HHSB-3A 2-4 2/5/2020 3.59 HHSB-7A / SB-DUP 2-4 2/5/2020 3.33/3.39 COMP-1 0-1 2/5/2020 3.88 COMP-3 0-1 2/5/2020 3.70 SB-10 0-2 10/26/2020 3.33 SB-12 0-2 10/27/2020 3.05 SED-1 0-0.5 2/8/2016 5.2 SED-2 0-0.5 2/8/2016 12 Aroclor 1248 SB-4 0-2 2/8/2016 13 0.94 Aroclor 1254 SB-4 0-2 2/8/2016 8.9 0.97 Benzo(a)anthracene HHSB-2 0-2 12/23/2014 3.89 J 2.9 HHSB-7 2-4 12/24/2014 5.53 Benzo(a)pyrene HHSB-2 0-2 12/23/2014 3.82 J 0.29 HHSB-3 0-2 12/23/2014 1.24 J HHSB-7 2-4 12/24/2014 4.22 B-1 8-9 10/13/2014 1.8 B-3 8-9 10/13/2014 1.4 Benzo(g,h,i)perylene B-1 8-9 10/13/2014 1.0 NE B-3 8-9 10/13/2014 0.94 HHSB-2 0-2 12/23/2014 1.84 J HHSB-7 2-4 12/24/2014 2.46 J HHSB-2 0-2 12/23/2014 3.68 J 2.9 Acme Spinning Mill/23045-19-036 20210802 4 Soil Contaminant Sample Location Depth (ft) Date of Sampling Concentration Exceeding Screening Level (mg/kg) Industrial Screening Level1 (mg/kg) Benzo(b)fluoranthene HHSB-7 2-4 12/24/2014 3.81 J Isopropyltoluene SB-2 4-5 2/8/2016 0.0067 NE Phenanthrene BF-SED-2 0-0.5 10/26/2020 0.232 J NE SED-3 0-0.5 2/8/2016 0.66 B-1 8-9 10/13/2014 4.2 B-3 8-9 10/13/2014 4.8 HHSB-2 0-2 12/23/2014 6.5 HHSB-3 0-2 12/23/2014 2.09 J HHSB-6 0-2 12/23/2014 0.0737 J HHSB-7 2-4 12/24/2014 12.4 1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. NE – Regulatory screening level not established. J – Compound detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration. SOIL GAS 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 (June 2021 version): Soil Gas Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/m3) Non-Residential Screening Limit1 (µg/m3) 1,3-Dichlorobenzene VMP-1/SG-DUP 2/7/2020 1.7 J/1.7 J NE VMP-2A 2/8/2020 12.8 VMP-3A 2/8/2020 14.5 VMP-4A 2/8/2020 28.1 TVMP-1 2/8/2020 28.5 TVMP-2 2/8/2020 46.0 TVMP-3 2/8/2020 11.4 Acme Spinning Mill/23045-19-036 20210802 5 Cis-1,2- Dichloroethylene TVMP-1 2/8/2020 2.1 NE 4-Ethyltoluene VMP-2A 2/8/2020 2.1 J NE VMP-3A 2/8/2020 5.7 VMP-4A 2/8/2020 8.3 TVMP-1 2/8/2020 14.3 TVMP-2 2/8/2020 4.1 TVMP-3 2/8/2020 2.5 J Trichlorofluoromethaane VMP-1/SG-DUP 2/7/2020 1.5 J/1.5 J NE VMP-2A 2/8/2020 1.6 J VMP-3A 2/8/2020 2.5 VMP-4A 2/8/2020 46.8 TVMP-1 2/8/2020 8.4 TVMP-2 2/8/2020 1.8 TVMP-3 2/8/2020 1.5 J 1,1,2- Trichlortrifluoroethane VMP-4A 2/8/2020 1.2 J NE TVMP-1 2/8/2020 1.8 J TVMP-2 2/8/2020 1.6 J TVMP-3 2/8/2020 0.86 J 1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. NE – Regulatory screening level not established. J – Compound detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration. Acme Spinning Mill/23045-19-036 20210802 6 SURFACE WATER Surface water contaminants (in micrograms per liter, the equivalent of parts per billion), the unrestricted use standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2B, Rule .0208 (June 30, 2016 version): Surface Water Contaminant Sample Location Date of Sampling Concentration Exceeding Standard (µg/L) Standard (µg/L) 1,1-Dichloroethene BF-SW-2 / SW-DUP 10/26/2020 1.8/1.7 NE Trichlorofluoromethane BF-SW-2 / SW-DUP 10/26/2020 0.84 J/0.93 J NE Barium BF-SW-1 10/26/2020 33.1 NE BF-SW-2 / SW-DUP 10/26/2020 37.1 / 36.9 NE – Regulatory screening level not established. J – Compound detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration. EXHIBIT C Acme Spinning Mill NCBP#23045-19-036 Being that certain parcel of land lying and being in the City of Belmont, Gaston County, North Carolina, and being more particularly described as follows: BEGINNING at a 1/2" existing iron rod located on the easterly margin of the right-of-way of Woodlawn Street (a variable width public right-of-way) said point also being the northwest corner of the Southern Benedictine Society property as described in Deed Book 265, Page 55 of the Gaston County Public Registry; thence with the easterly margin of said Woodlawn Street the following fourteen (14) courses and distances; (1) North 25°55'27" West a distance of 106.01 feet to a 1/2” new iron rod; (2) North 25°45'54" West a distance of 235.16 feet to a 1/2" new iron rod; (3) North 29°07'30" West a distance of 59.21 feet to a 5/8” existing iron rod; (4) North 30°29'34" West a distance of 134.83 feet to a 5/8” existing iron rod; (5) with the arc of a circular curve to the left said curve having an arc length of 100.28 feet a radius of 1229.14 feet (chord bearing of North 36°17'42" West and chord distance of 100.25 feet)to a 5/8” existing iron rod; (6) with the arc of a circular curve to the left said curve having an arc length of 100.14 feet a radius of 698.61 feet (chord bearing of North 42°44'18" West and chord distance of 100.05 feet) to a 5/8” existing iron rod; (7) North 46°50'40" West a distance of 99.74 feet to a 1/2" existing iron rod; (8) North 49°56'58" West a distance of 99.94 feet to a 5/8” existing iron rod; (9) with the arc of a circular curve to the left said curve having an arc length of 100.92 feet a radius of 425.13 feet (chord bearing of North 56°37'07" West and chord distance of 100.68 feet) to a 5/8” existing iron rod; (10) with the arc of a circular curve to the left said curve having an arc length of 107.36 feet a radius of 425.13 feet (chord bearing of North 70°39'12" West and chord distance of 107.07 feet) to a 1/2” existing iron rod; (11) thence North 88°22'22" West a distance of 50.74 feet to a 1" existing iron pipe; (12) with the arc of a circular curve to the left said curve having an arc length of 111.39 feet a radius of 825.73 feet (chord bearing of South 88°21'20" West and chord distance of 111.31 feet) to a 1/2" new iron rod; (13) with the arc of a circular curve to the right said curve having an arc length of 94.15 feet a radius of 664.12 feet (chord bearing of South 88°33'06" West and chord distance of 94.07 feet) to a 1/2" new iron rod; (14) with the arc of a circular curve to the right said curve having an arc length of 159.56 feet a radius of 350.35 feet (chord bearing of North 74°20'24" West and chord distance of 158.18 feet) to a 1/2" new iron rod located at the intersection of the rights-of-way of the aforesaid Woodlawn Street and Acme Road (a 60’ public right-of-way) thence with the westerly margin of Acme Road the following seven (7) courses and distances; (1) North 09°25'01" East a distance of 383.87 feet to a 1/2" new iron rod; (2) North 10°37'48" East a distance of 77.82 feet to a 1/2" new iron rod; (3) with the arc of a circular curve to the right said curve having an arc length of 94.99 feet a radius of 712.88 feet (chord bearing of North 14°26'49" East and chord distance of 94.92 feet) to a 1/2" new iron rod; (4) with the arc of a circular curve to the right said curve having an arc length of 63.33 feet a radius of 424.11 feet (chord bearing of North 22°32'31" East and chord distance of 63.27 feet) to a 1/2" new iron rod; (5) North 31°01'55" East a distance of 51.32 feet to a 1/2" new iron rod; (6) with the arc of a circular curve to the right said curve having an arc length of 88.35 feet a radius of 340.00 feet (chord bearing of North 42°48'00" East and chord distance of 88.11 feet) to a 1/2” new iron rod; (7) North 50°14'41" East a distance of 293.34 feet to a 1/2" existing iron rod located at the northwest corner of the Donald and Linda Ellison property as described in Deed Book 2511, Page 306; thence with the Donald and Linda Ellison property South 34°27'29" East a distance of 129.64 feet to a 1/2" new iron rod located on the northerly margin of the right-of-way of Centerview Street (a 50’ public right-of-way); thence crossing said Centerview Street and running South 46°46'02" East a distance of 60.55 feet to a 1/2" new iron rod located on the southerly margin of Centerview Street; thence with the southerly margin of Centerview Street the following five (5) courses and distances; (1) North 85°01'50" East a distance of 267.51 feet to a 1/2" new iron rod; (2) with the arc of a circular curve to the right said curve having an arc length of 125.04 feet a radius of 475.03 feet (chord bearing of South 87°25'40" East and chord distance of 124.68 feet) to a 1/2" new iron rod; (3) with the arc of a circular curve to the right said curve having an arc length of 64.05 feet a radius of 907.43 feet (chord bearing of South 77°26'08" East and chord distance of 64.04 feet) to a 1/2" new iron rod; (4) with the arc of a circular curve to the left said curve having an arc length of 48.74 feet a radius of 312.50 feet (chord bearing of South 79°17'25" East and chord distance of 48.69 feet) to a 1/2" new iron rod; (5) with the arc of a circular curve to the left said curve having an arc length of 108.00 feet a radius of 57.00 feet (chord bearing of North 41°24'44" East and chord distance of 92.55 feet) to a 1/2" new iron rod located at the northwest corner of the Alliance Real Estate, Inc. property as described in Deed Book 3509, Page 343; thence with the Alliance Real Estate, Inc. property South 35°22'14" East a distance of 282.37 feet to a 1/2" new iron rod located along the northerly line of the Mark Ellington and Glenn Oliver property as described in Deed Book 3856, Page 837; thence with the Mark Ellington and Glenn Oliver property the following three (3) courses and distances; (1) South 16°51'10" West a distance of 68.88 feet to an existing nail; (2) South 72°42'33" East a distance of 35.70 feet to a 5/8” existing iron rod; (3) North 35°59'38" East a distance of 34.60 feet to a 1/2” new iron rod located within the right-of-way of Cason Street (a 60’ public right-of-way); thence running within the right-of-way of Cason Street the following three (3) courses and distances; (1) North 36°00'24" East a distance of 311.45 feet to a 1/2" new iron rod; (2) North 34°06'34" East a distance of 99.72 feet to a 1/2" new iron rod; (3) South 88°51’36” West a distance of 54.24 feet to a 1/2" existing iron rod located at the northwest corner of the Robert L. Heirs property as described in Deed 4575, Page 1602; thence with the Robert L. Heirs line the following three (3) courses and distances; (1) South 65°37’52” East a distance of 149.85 feet to a 1/2" existing iron rod; (2) North 24°24’30” East a distance of 299.57 feet to a 1/2” existing iron rod; (3) North 65°37’52” West a distance of 150.00 feet to a 1/2" new iron rod located on the aforesaid right-of-way of Cason Street; thence crossing said Cason Street and running within the right-of-way the following two (2) courses and distances; (1) North 06°16’22” West a distance of 99.81 feet to a Railroad Spike; (2) North 19°44'50" East a distance of 360.05 feet to a 1/2" existing iron rod located along the easterly line of the Plant Biogenics, Inc property as described in Deed Book 4418, Page 2363; thence crossing the aforesaid Cason Street and running North 73°53'03" East a distance of 292.79 feet to a 1/2" new iron rod located along the westerly line of the W.E. Fite Heirs property as described in Deed Book 150, Page 502; thence with the W.E. Fite Heirs line South 58°07'25" East a distance of 134.54 feet to a 1/2" existing iron rod located at the northwest corner of the Matt Plecnik Heirs property as described in Deed Book 1398, Page 386; thence with the Matt Plecnik Heirs line South 58°07'25" East a distance of 319.43 feet to a 1/2" existing iron rod located at the northeast corner of the Catawba Heights Baptist Church property as described in Deed Book 2168, Page 527; thence with the Catawba Heights Baptist Church line the following two (2) courses and distances; (1) South 30°12'49" West a distance of 1634.19 feet to an existing concrete monument; (2) South 29°06'00" East a distance of 589.29 feet to a stone marker at an existing iron pipe located at the northwest corner of the William David Morgan property as described in Deed Book 4246, Page 1931; thence with the William David Morgan property South 65°29'55" West a distance of 815.43 feet to a 2” existing iron pipe located at the northeast corner of the aforesaid Southern Benedictine Society property; thence with the Southern Benedictine Society line South 65°32'55" West a distance of 127.27 feet to the Point and Place of BEGINNING. Having an area of 2,643,411 square feet or 60.6844 acres according to a survey by R.B. Pharr & Associates, P.A. dated January 12, 2021. Job No. 92502.