24025 Crayton Printing NBP for PC 20210812

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Property Owner: KA D&D Holdings LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY
Brownfields Property Name: Crayton Printing Brownfields Project Number: 24025-20-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by KA D&D Holdings 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 2301, 2321, 2327 Distribution Street and 2300, 2302, 2304, 2306 Dunavant Street, Charlotte, Mecklenburg County, North Carolina on

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approximately 2.8503 acres. The Brownfields Property was formerly occupied by Crayton Printing, Carolina Platemakers, and Sifco Selective Plating. The most current use of the Brownfields Property was for commercial and warehouse uses. The Prospective Developer intends to redevelop the Brownfields Property for no uses other than high density residential, office, parking, retail, recreational, restaurant, and with prior written DEQ approval, other commercial
uses. Soil, groundwater and sub-slab soil gas 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
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.a 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:

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a. No use may be made of the Brownfields Property other than for high density residential, office, retail, restaurant, parking, recreational, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply: i. “High Density Residential” defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia, apartments, group homes, dormitories or boarding houses, and any property outside the dwelling structures is usable by all residents and not privately owned as part of a particular unit (e.g., privately-owned courtyards are prohibited), and may include related amenities, such as pools, clubhouses, courtyards, common areas, fitness facilities, recreation areas and parking garages. Single family
homes are prohibited; townhomes, duplexes or other units with yards are prohibited unless approved in writing by DEQ in advance. ii. “Office” defined as the provision of business or professional services. iii. “Retail” defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products. iv. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. v. “Recreational” defined as indoor and outdoor exercise-related, physically focused, or leisure-related activities, whether active or passive, and the facilities for
same, including, but no limited to, studios, swimming pools, sports-related courts and fields, open space, greenways, parks, playgrounds, dog parks, walking paths, and picnic and public gathering areas. vi. “Restaurant” defined as a commercial business establishment that prepares and serves food and beverages to patrons.
vii. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. b. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation: i. soil and water management issues, including without limitation those resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
Exhibit 2; iii. contingency plans for addressing, including without limitation the testing of soil and groundwater, newly discovered potential sources of environmental

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contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil contamination); and iv. plans for the proper characterization of, and, as necessary, disposal of contaminated soils excavated during redevelopment;
c. During January of each year after the year in which the Notice referenced below in paragraph 16 is recorded, as part of the Land Use Restriction Update described in paragraph 12.o. below 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).
d. Groundwater 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 12.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 12.b., or a plan approved in writing in advance by DEQ. e. Unless otherwise approved in advance by DEQ in writing after results of final
grade soil sampling are received per subparagraph 12.f. below, 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

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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 above in subparagraph 12.b.
f. 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 on the plat component of the Notice of Brownfields Property described in the EMP referred to above in subparagraph 12.b 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. g. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.b. h. 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 16 below, may be occupied (with the exception of the heating
ventilation and air conditioning filter supply and distribution company tenant operating at 2327 Distribution Street until November 15, 2021, unless otherwise agreed by DEQ) 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 intrusion of subsurface vapors 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; and
2. installed and an installation report that includes details on any deviations from the system design submitted to DEQ, as-built diagrams, photographs, and a description of the installation with said engineer’s professional seal confirming that the system was installed per the said design and will be protective of public health.

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

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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. Within 60 days after the effective date of this Agreement or prior to land disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells,
recovery wells, piezometers and other man-made points of groundwater access at the Brownfields Property, except those wells identified in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results.
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. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except: i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping equipment and emergency generators; iii. as constituents of products and materials customarily used and stored in high density residential, office, retail, restaurant, parking, recreational and, with written DEQ
approval, other commercial uses, provided such products and materials are stored in original
retail packaging and used and disposed of in accordance with applicable laws; and iv. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in the original packaging or containers.

m. The Brownfields Property may not be used for child care centers, adult care centers, or schools without the prior written approval of DEQ. Notwithstanding the foregoing, a business enterprise is allowed to offer drop-in care as defined in NC General Statute § 110-86 (2)(d) and (d1). Drop-in care that it is ancillary to the business’ principal use (such as a fitness
club or yoga studio) shall be considered to be a service to its customers.
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

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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 may use the following mechanisms to comply with the obligations of this paragraph : (i) If every lease or 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. 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 number, and contact person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone number, and contact person’s e-mail address, if said owner transferred any part of the Brownfields Property during
the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 12.h above are performing as designed, and whether the uses of the ground floors of any buildings containing such vapor barrier and/or mitigation systems have changed,
and, if so, how.
iv. 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 paragraphs 12 and 19 of this Agreement provided that if standard form leases are used in every instance, a copy of such standard form lease may be sent in lieu of copies of actual
leases.
v. A property owners’ association or other entity may perform this LURU’s duties, on behalf of some or all owners of the Brownfields Property, if said association or entity has accepted responsibility for such performance pursuant to a notarized instrument satisfactory to DEQ that includes at a minimum, the Brownfields property address, and the name 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

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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
brownfields property under the Brownfields Property Reuse Act.

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IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this _____ day of _______________, 202__.
By: KA D&D Holdings LLC By: KA D&D Investors LLC, its sole managing member By: KA Dunavant Distribution Investments LLC, its manager By: JACo Dunavant Investors LLC, its co-manager By: JACo Manager Inc., its managing member
By: ______________________________ Name: Adam Gooch Title typed or printed: Senior Vice President
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: _____________________

************************************ 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

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EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: KA D&D Holdings LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Crayton Printing OF 1997, NCGS § 130A-310.30, et seq. ) 2301, 2321, 2327 Distribution Street and 2300, 2302, 2304, 2306 Dunavant Street
Brownfields Project No. 24025-20-060 ) Charlotte, NC, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and KA D&D Holdings 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 2301, 2321, 2327 Distribution Street and 2300, 2302,
2304, 2306 Dunavant 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 KA D&D Holdings LLC, a Delaware limited liability
company, headquartered at 601 Thirteenth Street, NW, Suite 300 North, Washington, DC 20005.
The Prospective Developer is managed by KA D&D Investors LLC, a Delaware limited liability
company, headquartered at 8255 Greensboro Drive, Suite 200, McLean, Virginia 22102 which
is, in turn, managed by KA Dunavant Distribution Investments LLC, a Delaware limited liability
company, headquartered at 8255 Greensboro Drive, Suite 200, McLean, Virginia 22102, which
is, in turn, managed by JACo Dunavant Investors LLC, a Delaware limited liability company,
headquartered at 601 Thirteenth Street, NW, Suite 300 North, Washington, DC 20005, which is,

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in turn, managed by JACo Manager Inc., a Delaware corporation, headquartered at 601
Thirteenth Street, NW, Suite 300 North, Washington, DC 20005 (“JACo Manager”). JACo
Manager’s authorized representative is Adam Gooch, 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 KA D&D Holdings LLC for contaminants at the Brownfields Property.
The Parties agree that KA D&D Holdings LLC’s entry into this Agreement, and the
actions undertaken by KA D&D Holdings LLC in accordance with the Agreement, do not
constitute an admission of any liability by KA D&D Holdings LLC for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit KA
D&D Holdings 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 KA D&D Holdings LLC.
III. BROWNFIELDS PROPERTY INFORMATION SUMMARY
3. Relevant information about the history, ownership, and uses of the Brownfields

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Property is provided in the following summary table. Refer to Exhibit 2 to this Agreement that
presents data tables 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 Addresses & Parcel IDs
2301 (Parcel ID 12104201), 2321 (Parcel ID 12104202), 2327 (Parcel ID 12104203) Distribution Street; and 2300, 2302, 2304, 2306 Dunavant Street (Parcel ID 12104218)
Acreage 2.8503 Current Property Owner KA D&D Holdings LLC
Current Land Use(s)
• The northern parcel (2301 Distribution Street) is developed with an approximate 10,700-sq ft office/warehouse building that is currently unoccupied.
• The western parcel is developed with an approximate
12,000-sq ft office/warehouse building consisting of vacant tenant spaces (2321A, 2321B, and 2321C Distribution Street)
• The southwestern parcel (2327 Distribution Street) is
developed with an approximate 14,500-sq ft office/warehouse building currently occupied by Timely Filter Supply.
• The eastern parcel (on Dunavant Street) is developed with a
multi-tenant commercial building consisting of four tenant
spaces. All tenant spaces (2300, 2302, 2304, and 2306 Dunavant Street) are currently unoccupied.
Site Vicinity Land Use(s)
Industrial, commercial, and residential to the north and northeast (upgradient and cross-gradient); Dunavant Street Brownfields Property (NCBP No. 19038-15-060) is located north-northwest and upgradient of (and adjacent to) the Brownfields Property; and commercial properties are located
to the south.
Proposed Reuse(s)
High density residential, office, parking, retail, restaurant,
recreational, and with prior written DEQ approval, other
commercial uses.
Public Benefits of Reuse Job creation, return property to productive use, tax base
improvement, and expanded use of public transportation
Existing Land Use
Restrictions Prior to
Brownfields Agreement
None

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ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations & Contaminant Sources
• The Brownfields Property consisted of vacant land with a creek until approximately 1965, when rail spurs were developed on the Brownfields Property. The current warehouse buildings were constructed in the late 1960s and
mid-1970s.
• 2321 Distribution Street was historically occupied by various printing and printing plate manufacturing companies, including Carolina Platemakers in the late 1980s
and Crayton Printing from the early 2000s to 2020. The
former printing facility operated until the early 2000s.
• A small screen-printing operation also occupied 2304 Dunavant Street in the late 1970s to mid-1980s.
• Sifco Selective Plating (Sifco) occupied the Brownfields
Property (2302 Dunavant Street) in the early 1990s and was identified as a hazardous waste generator.
• It was reported that some historic printing companies used
solvent-based cleaners for printing equipment.
• Potential for groundwater contamination from historical offsite sources.
Current Operations/Activities
• The buildings have recently been primarily vacant, with the exception of the warehouse building located at 2327 Distribution Street which is partially occupied by a heating
ventilation and air conditioning filter supply and distribution
company.
Contaminated Media
Soil: Concentrations of the semi-volatile organic compounds
(SVOCs), and metals (hexavalent chromium and arsenic) were identified in soil samples above the North Carolina Inactive Hazardous Sites Branch (IHSB) Residential Preliminary Soil Remediation Goals (PSRGs).
Groundwater: The volatile organic compounds (VOCs) tetrachloroethylene (PCE), trichloroethylene (TCE), and vinyl chloride, and total chromium metal were detected in groundwater samples above NCDEQ 15A NCAC 2L Groundwater Standards (2L Standards). VOC detections also
exceed NC Residential Groundwater Vapor Intrusion Screening Levels (VISLs). Sub-Slab Soil Gas: VOCs including PCE and petroleum related compounds were detected in sub-slab soil gas samples
above NC Residential VISLs.

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ENVIRONMENTAL INFORMATION SUMMARY
Soil Gas: Petroleum-related VOCs were detected in soil gas samples above NC Residential VISLs. Surface Water: The creek no longer exists on the property and no surface water is present.
ID Numbers/Permits None known Potential Onsite Receptors Considered Site Workers, Residents, Visitors, and Construction Workers
Potential Offsite Receptors Considered
Water Supply Wells: No water supply wells were identified within 1,500 ft. of the Brownfields Property.
Potential offsite migration pathways
Groundwater: Groundwater is impacted by VOCs primarily from potential unidentified onsite and offsite sources. Soil Vapor: VOCs in soil gas samples in the downgradient
portion of the property contain petroleum-related VOCs above Residential VISLs. An evaluation of worst case concentrations (collected in 2020) in downgradient soil gas sample locations do not exceed acceptable risk-based screening levels for residential sites, based on the DEQ Risk
Calculator.

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
Additional Brownfields Assessment Report Hart & Hickman, PC December 22, 2020 Brownfields Assessment Report Hart & Hickman, PC October 6, 2020
Phase I Environmental Site Assessment Hart & Hickman, PC April 3, 2020

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

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submitting to DEQ a Brownfields Property Application (BPA) dated April 15, 2020, as
supplemented on April 20, 2020, and purchasing the Brownfields Property in April 2020 and
September 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:
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

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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:
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;
b. the creation of construction jobs during redevelopment and full-time jobs after
redevelopment has been completed;
d. an increase in tax revenue for affected jurisdictions;
e. additional residential space for the area;
f. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint; and
g. “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 under this Agreement are to be

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accomplished (as to: field procedures, laboratory testing, Brownfields Program requirements,
and remedial or mitigation measures) are:
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
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, 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.b. 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

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with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for high density
residential, office, retail, restaurant, parking, recreational, and with prior written DEQ approval,
other commercial uses. For purposes of this restriction, the following definitions apply:
i. “High Density Residential” defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia, apartments,
group homes, dormitories or boarding houses, and any property outside the dwelling structures is
usable by all residents and not privately owned as part of a particular unit (e.g., privately-owned
courtyards are prohibited), and may include related amenities, such as pools, clubhouses,
courtyards, common areas, fitness facilities, recreation areas and parking garages. Single family
homes are prohibited; townhomes, duplexes or other units with yards are prohibited unless
approved in writing by DEQ in advance.
ii. “Office” defined as the provision of business or professional services.
iii. “Retail” defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products.
iv. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same.
v. “Recreational” defined as indoor and outdoor exercise-related,
physically focused, or leisure-related activities, whether active or passive, and the facilities for

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same, including, but no limited to, studios, swimming pools, sports-related courts and fields,
open space, greenways, parks, playgrounds, dog parks, walking paths, and picnic and public
gathering areas.
vi. “Restaurant” defined as a commercial business establishment that
prepares and serves food and beverages to patrons.
vii. “Commercial” defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil

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contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment;
c. During January of each year after the year in which the Notice referenced
below in paragraph 16 is recorded, as part of the Land Use Restriction Update described in
paragraph 12.o. below 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).
d. Groundwater at the Brownfields Property may not be used for any purpose

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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 12.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 12.b., or a plan approved in
writing in advance by DEQ.
e. Unless otherwise approved in advance by DEQ in writing after results of final
grade soil sampling are received per subparagraph 12.f. below, 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 to work conducted in accordance with a DEQ-approved
Environmental Management Plan (EMP) as outlined above in subparagraph 12.b.
f. 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

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Brownfields Property on the plat component of the Notice of Brownfields Property described in
the EMP referred to above in subparagraph 12.b 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.
g. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.b.
h. 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 16 below, may be occupied (with the exception of the heating
ventilation and air conditioning filter supply and distribution company tenant operating at 2327
Distribution Street until November 15, 2021, unless otherwise agreed by DEQ) 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 intrusion of subsurface vapors in accordance
with the most recent and applicable DWM Vapor Intrusion Guidance, Interstate Technology &
Regulatory Council (ITRC) guidance, and American National Standards Institute

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(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; and
2. installed and an installation report that includes details on any
deviations from the system design submitted to DEQ, as-built diagrams, photographs, and a
description of the installation with said engineer’s professional seal confirming that the system
was installed per the said design and will be protective of public health.
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. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells,
recovery wells, piezometers and other man-made points of groundwater access at the
Brownfields Property, except those wells identified in accordance with Subchapter 2C of Title
15A of the North Carolina Administrative Code, unless an alternate schedule is approved by
DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report,
setting forth the procedures and results.
k. The owner of any portion of the Brownfields Property where any existing, or

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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. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ
in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators;
iii. as constituents of products and materials customarily used and stored
in high density residential, office, retail, restaurant, parking, recreational and, with written DEQ
approval, other commercial uses, provided such products and materials are stored in original
retail packaging and used and disposed of in accordance with applicable laws; and
iv. in products or materials that are brought onto the Brownfields Property,
kept in their original packaging or containers (that is, not used or repackaged) and later removed
from the Brownfields Property in the original packaging or containers.
m. The Brownfields Property may not be used for child care centers, adult care
centers, or schools without the prior written approval of DEQ. Notwithstanding the foregoing, a

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business enterprise is allowed to offer drop-in care as defined in NC General Statute § 110-86
(2)(d) and (d1). Drop-in care that it is ancillary to the business’ principal use (such as a fitness
club or yoga studio) shall be considered to be a service to its customers.
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 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 may use the following mechanisms to comply with the obligations of this
paragraph : (i) If every lease or 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. 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

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the land use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone number, and contact person’s e-
mail address of the owner submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone number, and contact
person’s e-mail address, if said owner transferred any part of the Brownfields Property during
the previous calendar year;
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 12.h above are performing as designed, and whether the uses of the ground
floors of any buildings containing such vapor barrier and/or mitigation systems have changed,
and, if so, how.
iv. 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 paragraphs 12 and 19 of this Agreement provided that if standard form leases are
used in every instance, a copy of such standard form lease may be sent in lieu of copies of actual
leases.
v. A property owners’ association or other entity may perform this LURU’s
duties, on behalf of some or all owners of the Brownfields Property, if said association or entity
has accepted responsibility for such performance pursuant to a notarized instrument satisfactory
to DEQ that includes at a minimum, the Brownfields property address, and the name 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

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Brownfields Property suitable for the uses specified in this 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.j 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 for which access is
necessary in connection with the performance or oversight of any response actions at the
Brownfields Property under applicable law. Such access is to occur after prior notice and using
reasonable efforts to minimize interference with authorized uses of such other property except in
response to emergencies and/or imminent threats to public health and the environment. While
Prospective Developer owns the Brownfields Property, DEQ shall provide reasonable notice to
Prospective Developer of the timing of any response actions to be undertaken by or under the
oversight of DEQ at the Brownfields Property. Except as may be set forth in the Agreement,
DEQ retains all of its authorities and rights, including enforcement authorities related thereto,
under the Act and any other applicable statute or regulation, including any amendments thereto.
16. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields

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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 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. Subsequent to
recordation of said Notice, any deed or other instrument conveying an interest in the Brownfields
Property shall contain the following notice: “This property is subject to the Brownfields
Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the
Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall
be sent to the persons listed in Section 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 or 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

20 Crayton Printing/24025-20-060/20210810
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
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 those uses defined
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

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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
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

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

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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.
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.

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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
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

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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,
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 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:

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Adam Gooch (or successor in function) KA D&D Holdings LLC 601 Thirteenth Street, NW, Suite 300 North Washington, DC 20005
with a copy to: Kettler c/o Dunavant and Distribution Attn: Sean Curtin, EVP and General Counsel
8255 Greensboro Drive, Suite 200 McLean VA, 22102 [e-mail] 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
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
33. If any Party believes that any or all of the obligations under Section VIII

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(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
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

28 Crayton Printing/24025-20-060/20210810
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 Scott Date Director, Division of Waste Management
IT IS SO AGREED: KA D&D Holdings LLC By: KA D&D Holdings LLC By: KA D&D Investors LLC, its sole managing member
By: KA Dunavant Distribution Investments LLC, its manager By: JACo Dunavant Investors LLC, its co-manager By: JACo Manager Inc., its managing member

By: ___________________________ Date __________________ Adam Gooch, Senior Vice President
USGS The National Map: National Boundaries Dataset, 3DEP Elevation
Program, Geographic Names Information System, National Hydrography
Dataset, National Land Cover Database, National Structures Dataset,
and National Transportation Dataset; USGS Global Ecosystems; U.S.
Census Bureau TIGER/Line data; USFS Road Data; Natural Earth Data;
U.S. Department of State Humanitarian Information Unit; and NOAA
National Centers for Environmental Information, U.S. Coastal Relief
Model. Data refreshed February, 2020.
EXHIBIT 1: SITE LOCATION MAP
CRAYTON PRINTING',675,%87,21 STREET AND'81$9$17STREET
CHARLOTTE, NORTH CAROLINA
REVISION NO: 0
FIGURE NO: 1
2923 South Tryon Street - Suite 100
Charlotte, North Carolina 28203704-586-0007 (p) 704-586-0373 (f)
License # C-1269 / # C-245 Geology
0 2,000 4,000
SCALE IN FEET
SITE
N
U.S.G.S. QUADRANGLE MAP
CHARLOTTE EAST, NORTH CAROLINA 2013
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
DATE: --20
JOB NO. AKR-00

24025-20-060/Crayton Printing (20210311)

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Exhibit 2
The most recent environmental sampling at the Brownfields Property reported in the Environmental Reports occurred on November 2, 2020. The following tables set forth, for contaminants present at the Brownfields Property above unrestricted use standards or screening levels, the concentration found at each sample location, and the applicable standard or screening level. Screening levels and groundwater standards are shown for reference only and are not set
forth as cleanup levels for purposes of this Agreement. GROUNDWATER Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the
standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):
Groundwater Contaminant Sample Location Date of
Sampling
Concentration
Exceeding
Standard (µg/L)
Standard
(µg/L)
Tetrachloroethene TMW-3 9/14/2020 11.6 0.7
Trichloroethene TMW-1 9/14/2020 25 3 TMW-3 9/14/2020 6.8
Vinyl Chloride
TMW-3 9/14/2020 1.7
0.03 MW-4 Duplicate 11/2/2020 3.0
MW-4/MW-4 Duplicate 11/13/2020 3.1/2.7
Chromium TMW-2 / TMW-
DUP 9/14/2020 12.1 / 17.7 10
J – Compound was detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration.

24025-20-060/Crayton Printing (20210311)

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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 Residential Vapor Intrusion Screening Levels of the Division of Waste Management January 2021 version):
Groundwater Contaminant with
Potential for Vapor
Intrusion
Sample
Location
Date of
Sampling
Concentration
Exceeding Screening
Level (µg/L)
Residential VI Screening
Level1 (µg/L)
Cis-1,2-Dichloroethene
TMW-1 9/14/2020 5.6
NE
TMW-3 9/14/2020 21.8
MW-4/MW-4
Duplicate 11/2/2020 8.1/14.0
MW-4/MW-4 Duplicate 11/13/2020 13.9/12.6
p-Isopropyltoluene MW-4
Duplicate 11/2/2020 0.48 J NE
Trichloroethene
TMW-1 9/14/2020 25
1 TMW-3 9/14/2020 6.8
MW-3 11/2/20 1.8
MW-5 10/30/20 2.5
Vinyl Chloride
TMW-3 9/14/2020 1.7
1.5 MW-4 Duplicate 11/2/20 3.0
MW-4/MW-4 Duplicate 11/13/20 3.1/2.7
NE = Not Established 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. J – Compound was detected above the laboratory method detection limit, but below the laboratory
reporting limit resulting in a laboratory estimated concentration.

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SOIL
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Residential Health- Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (January 2021 version):
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration Exceeding Screening Level (mg/kg)
Residential Screening Level1 (mg/kg)
Acenaphthylene SB-DUP 0-2 9/10/2020 0.0029 J NE
Benzo(a)pyrene SB-4 0-2 9/10/2020 0.443 0.11 SB-5/
SB-DUP 0-2 9/10/2020 0.224 J /
0.327 J
Benzo(g,h,i)perylene
SB-4 0-2 9/10/2020 0.361 J
NE SB-5/
SB-DUP 0-2 9/10/2020 0.170 J /
0.297 J
Phenanthrene
SB-DUP 0-2 9/10/2020 0.167 J
NE SB-4 0-2 9/10/2020 0.835
SB-7 0-2 9/10/2020 0.185 J
Arsenic2
SB-1 0-2 9/10/2020 2.65
0.68
SB-2 0-2 9/10/2020 0.783 J
SB-3 0-2 9/10/2020 2.91
SB-4 0-2 9/10/2020 2.02
SB-5/
SB-DUP 0-2 9/10/2020 2.67/2.37
SB-6 1-3 9/10/2020 1.85
SB-7 0-2 9/10/2020 2.39
SB-9 0-2 9/11/2020 2.86
SB-10 0-2 9/10/2020 1.92
Hexavalent Chromium
SB-7 0-2 9/10/2020 0.621 J 0.31 SB-9 0-2 9/11/2020 0.346 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.
2Although the arsenic concentrations in site soil exceed the residential screening level of 0.68 mg/kg, the arsenic concentrations detected are within range of published background metals for the Site area.
NE – Not Established; SB-DUP is a duplicate for SB-5 J – Compound was detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration.

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SUB-SLAB VAPOR

Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste Management (January 2021 version):
Soil Gas Contaminant Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening Level
(µg/m3)
Residential
Screening
Limit1
(µg/m3)
Dichlorodifluoromethane SS-7 9/10/2020 1,200 700
Ethanol
SS-1 9/10/2020 110
NE
SS-2 9/10/2020 330
SS-3 9/10/2020 170
SS-4 9/10/2020 510
SS-5 9/10/2020 90
SS-6 9/10/2020 140
SS-7 9/14/2020 47
4-Ethyltoluene SS-4 9/10/2020 1.9 NE
Trichlorofluoromethane
SS-1 9/10/2020 20
NE
SS-2 9/10/2020 1.4 J
SS-3 9/10/2020 1.4 J
SS-4 9/10/2020 1.2 J
SS-5 9/10/2020 1.2 J
SS-6 9/10/2020 2.0 J
SS-7 9/14/2020 1.3 J
Tetrachloroethene SS-2 9/10/2020 1,100 280
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 – Not Established
J – Compound was detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration.

24025-20-060/Crayton Printing (20210311)

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SOIL GAS

Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste Management (January 2021version):
Soil Gas Contaminant Sample Location Date of Sampling
Concentration Exceeding
Screening Level
(µg/m3)
Residential Screening
Limit1
(µg/m3)
Benzene
SG-1 9/14/2020 13
12
SG-2 9/14/2020 26
SG-3 9/14/2020 17
SG-4 9/14/2020 32
SG-DUP 9/14/2020 31
Ethanol
SG-1 9/14/2020 26
NE SG-2 9/14/2020 15 J
SG-3 9/14/2020 15
4-Ethyltoluene
SG-1 9/14/2020 62
NE
SG-2 9/14/2020 56
SG-3 9/14/2020 100
SG-4/SG-
DUP 9/14/2020 120/110
SG-5 9/14/2020 4.9
Trichlorofluoromethane
SG-1 9/14/2020 2.7 J
NE SG-2 9/14/2020 1.7 J
SG-3 9/14/2020 1.0 J
SG-4 9/14/2020 1.2 J
m&p Xylene SG-3 9/14/2020 830 700
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 – Not Established
J – Compound was detected above the laboratory method detection limit, but below the laboratory reporting limit
resulting in a laboratory estimated concentration.
EXHIBIT C Crayton Printing Being all of that certain tract or parcel of land located in the City of Charlotte, Mecklenburg County, North Carolina, and being more particularly described as follows: BEGINNING at a new nail set on the southeasterly margin of Distribution Street (a 50-foot public right-of-way), said nail being located at the northwest corner of the Adrian B. & Laura W. Parker property as described in Deed Book 35976, Page 610 of the Mecklenburg County Public Registry and running with the margin of Distribution Street, North 34°31'47" East, passing an existing 1/2" iron rod found at 184.03 feet, a total distance of 368.72 feet to an existing nail located at the intersection of the southeasterly margin of Distribution Street and the southwesterly margin of Dunavant Street (a 50-foot public right-of-way); thence with the margin of Dunavant Street, the following six (6) bearings and distances: 1) South 43°35'01" East, 249.56 feet to an existing 1/2" iron rod found; 2) with a curve to the right, having an arc length of 61.46 feet, a radius of 239.60 feet (chord bearing of South 36°13'57" East, 61.29 feet), to an existing 1/2" iron rod found; 3) with a compound curve to the right, having an arc length of 25.26 feet, a radius of 215.19 feet (chord bearing of South 25°49'25" East, 25.24 feet) to an existing 1/2" iron rod found; 4) with a compound curve to the right, having an arc length of 223.23 feet, a radius of 239.60 feet (chord bearing of South 03°49'04" West, 215.24 feet) to an existing 1/2" iron rod found; 5) with a curve to the right, having an arc length of 16.83 feet, a radius of 239.60 feet (chord bearing of South 32°31'13" West, 16.83 feet) to an existing 1/2" iron rod found; 6) South 34°41'40" West, 43.22 feet to an existing nail found, being located at the northeast corner of the Dunavant Development, LLC property as described in Deed Book 24845, Page 409 of the Mecklenburg County Public Registry; thence turning and leaving the margin of Dunavant Street and running with and along the property of Dunavant Development, LLC, the following two (2) bearings and distances: 1) North 55°20'10" West, 219.67 feet to an existing 3/4” iron rod found; 2) South 34°37'01" West, 40.24 feet to a new 1/2” iron rod set, being the northeast corner of the aforementioned Adrian B. & Laura W. Parker property as described in Deed Book 35976, Page 610; thence with and along the northerly line of the Adrian B. & Laura W. Parker property North 55°25'24" West, 214.67 feet to the POINT OF BEGINNING, having an area of 124,158 square feet or 2.8503 acres of land, more or less, as shown on a plat prepared by R.B. Pharr & Associates, P.A., dated February 10, 2020, Job No. 92331.