19054_HD Supply_Cousins RailYard_LURU 22

NC BROWNFIELDS
LAND USE RESTRICTIONS (“LUR”)UPDATE
Year Certification Made:2022
Name:HD Supply Address:1414,1422 South TryonStreet
Project #:19054-15-060 County:Mecklenburg
Property Owner(In part or whole):Cousins RailYard LP
Read the following LURs and mark each restriction accordingly.Additional remarks may be added for
compliance status clarification.Attach any required or supplemental documentation,sign,notarize and
submit to the following address:
NC Division of Waste Management
Attn:Brownfields Program Staff
1646 Mail Service Center
Raleigh,NC 27699-1646
LUR 1:No use may be made of the Brownfields Property other than for office,retail,
multi-family residential,and with prior written Department of Environmental Quality (“DEQ”)
approval,other commercial uses.For purposesofthis restriction,the following definitions apply:
a.“Office”is defined as the provision of business or professional services.
b.“Retail”is defined as the sale of goods,products,services or merchandisedirectly to
the consumer,including withoutlimitation restaurants,retail pet stores,nail and hair
salons,spas,and drop-off/pick-up dry-cleaner stores that perform no dry-cleaning
on-site.
c.“Multi-Family Residential”is defined as multi-unit human dwellings,such as
condominia,or apartments.Single family homes,townhomes,duplexes,or other
units with yards are prohibited unless approved in writing by DEQ in advance.
d.“Commercial”is defined as an enterprise carried on for profit or nonprofit by the
owner,lessee or licensee.
In compliance L]Out of compliance
Remarks:The portion of the Brownfields property in this update is being used for office and
retail purposes.Forclarity,this LURU applies only to tax parcel ID 07309204.A separate
LURUis required to befiled by the apartment portion of the Brownfields property,which is
separately owned.

LUR 2:The Brownfields Property may not be used for child care centers,adult care
centers,primary schools,or drycleaners withoutthe prior written approval of DEQ.
In compliance L)Out of compliance
HD Supply (#19054-15-060)LUR Update
Remarks:N/A
LUR 3:Groundwaterat the Brownfields Property may not be used for any purpose,other
than in connection with legally compliant storm water collection and reuse techniques,without the
prior written approval of DEQ.
In compliance LJ Out of compliance
Remarks:N/A
LUR 4:Unless compliance with this LUR is waived in writing by DEQ in advancein
regard to particular activity,no activities that encounter,expose,remove or use groundwater (for
example,installation of water supply wells,ponds,lakes or swimming pools,or construction or
excavation activities that encounter or expose groundwater)may occur on the Brownfields
Property unless and until DEQ states in writing,in advance of the proposed activity,that said
activity may occur if carried out along with any measures DEQ deemsnecessary to ensure the
Brownfields Property will be suitable for the uses specified in LUR No.1,above,while fully
protecting public health and the environment.Prior sampling and analysis of groundwaterto the
written satisfaction ofDEQ in any areas proposedforsuch activities,and submittal ofthe analytical
results to DEQ is required.If such results reflect contaminant concentrations that exceed the
standards and screening levels applicable to the uses authorized for the Brownfields Property,the
groundwater-related activities proposed may only occur in compliance with any written conditions
DEQ imposes.Activities may occurif carried out along with any measures DEQ deems necessary
to ensure the Brownfields Property will be suitable for the uses specified in LUR No.1,above,
while fully protecting public health and the environment.
In compliance L]Out of compliance
Remarks:Groundwater is not being used for any purpose at the Brownfields property.
LUR 5:Noactivity 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 deemsnecessary to ensure the Brownfields Property
will be suitable for the uses specified in LUR No.1,above,while fully protecting public health
and the environment,except:
a.in connection with landscape planting to depths not exceeding 24”,except in the area
designated the “Potential Area of Soil Contamination”on the plat componentofthis
Notice,within which area there shall be no activity that exposes soil except as
provided in LUR No.16 below;
b.mowing and pruning of above-ground vegetation;
HD Supply (#19054-15-060)LUR Update
c.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
d.in connection to work conducted in accordance with a DEQ-approved Environmental
Management Plan (“EMP”)as outlined below in LUR No.10.
In compliance L]Out of compliance
Remarks:N/A
LUR 6:No use of the Brownfields Property may occur until the then owner of the
Brownfields Property [or Prospective Developer]conducts representative final grade soil sampling
of any area within the “Potential Area of Soil Contamination”of the Brownfields Property on the
plat componentof this Notice pursuant to a plan approved in writing by DEQ that is not covered
by building foundations,sidewalks,or asphaltic or concrete parking areas and driveways.
In compliance L]Out of compliance
Remarks:As depicted on the Brownfields survey plat,the Potential Area of Soil Contamination
is contained exclusively within the footprint of the South Tower,which is underlain with a
chemical resistant vapor barrier installed as part of the approved vapor mitigation system.As
such,final grade soil sampling was not needed or performed in the Potential Area of Soil
Contamination.Final grade sampling was completed in the small,grassed area located between
the North Tower and South Toweras detailed in the Final Grade Soil Sampling Report dated
November 10,2020.

LUR 7: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 EMPasoutlined below in LUR No.10.
In compliance L]Out of compliance
Remarks:No soil was imported to or exported from the Brownfields property in 2021.
LUR 8: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 (“Notice”),may be occupied until DEQ determinesin writing that:
a.the building is or would be protective of the building’s users,public health and the
environment from risk of vapor intrusion based on site assessment data or a site-
specific risk assessment approved in writing by DEQ;or
HD Supply (#19054-15-060)LUR Update
b.the building is or would be sufficiently distant from the Brownfields Property’s
groundwater and/orsoil contamination based on assessmentdata approvedin writing
by DEQ that the building’s users,public health and the environmentwill be protected
from risk from vaporintrusion related to said contamination;or
c.vapor intrusion mitigation measures are installed and/or implemented to the
satisfaction of a professional engineer licensed in North Carolina,as evidenced by
said engineer’s professional seal on a report that includes photographs and a
description of the installation and performance of said measures.Any design
specification for vaporintrusion mitigation measures shall be approved in writing by
DEQ in advanceofinstallation and/or implementation of said measures.The design
specifications shall include methodology(ies)for demonstrating performance of said
measures.
In compliance L]Out of compliance
Remarks:A letter of occupancy was obtained from DEQ for occupancy of the South Tower and
pre-occupancy indoorair sampling events are completed prior to occupancy of new tenant spaces
during ongoing upfit activities.A letter of occupancy is not required for the North Tower where
vapor intrusion is not a concern.
LUR 9:Unless compliance with this LUR is waived in writing in advance by DEQ in
relation to particular buildings,demolition and/or renovation of any or all buildings on the
Brownfields Property depicted on the plat component of this Notice shall be in accordance with
applicable legal requirements,including without limitation those related to lead and asbestos
abatementthat are administered by the Health Hazards Control Unit within the Division ofPublic
Health of the North Carolina Department of Health and HumanServices.
In compliance L}Out of compliance
Remarks:N/A
LUR 10:Physical redevelopment of the Brownfields Property may not occur other than
in accord,as determined by DEQ,with an EMP approved in writing by DEQ in advance (and
revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase as DEQ deems
necessary)that is consistent with all the other land use restrictions and describes redevelopment
activities at the Brownfields Property,the timing of redevelopment phases,and addresseshealth,
safety and environmental issues that may arise from use of the Brownfields Property during
construction or redevelopment in any other form,including withoutlimitation:
a.soil and water managementissues,including without limitation those resulting from
contamination identified in the Environmental Reports;
b.issues related to potential sources of contamination referenced in paragraphs 7 and 8
of the Brownfields Agreement (“Agreement”,aka:Exhibit A);
c.contingency plans for addressing,including without limitation the testing of soil and
groundwater,newly discovered potential sources of environmental contamination
HD Supply (#19054-15-060)LUR Update
(e.g.,USTs,tanks,drums,septic drain fields,oil-water separators,soil
contamination);and
d.plans for the proper characterization of,and,as necessary,disposal of contaminated
soils excavated during redevelopment.
In compliance L]Out of compliance
Remarks:Past development activities and ongoing tenant space upfit activities were and are
being completed in accordance with the DEO approved EMP dated October2,2017.
LUR 11:Aspart of the Land Use Restriction Update described below in LUR No.17 for
each year following the effective date of the Agreementfor as long as physical redevelopment of
the Brownfields Property continues (except that the final deadline shall fall 90 days after the
conclusion ofphysical 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:
a.actions taken on the Brownfields Property in accordance with Section V (Work to be
Performed)of the Exhibit A;
b.soil grading and cut andfill actions;
c.methodology(ies)employed for field screening,sampling and laboratory analysis of
environmental media;
d.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
e.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).
In compliance L]Out of compliance
Remarks:The Annual Development Summary Report will be submitted under separate cover.
LUR 12: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,maybe denied access to the Brownfields Property for
purposes of conducting such assessment or remediation,whichis to be conducted using reasonable
efforts to minimize interference with authorized uses of the Brownfields Property.
In compliance L]Out of compliance
Remarks:N/A
HD Supply (#19054-15-060)LUR Update
LUR 13:Any deed or other instrument conveying aninterest 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 32177,Page 732.”A copy of any such instrumentshall be sent to the personslisted
in Section XV (Notices and Submissions)of the Exhibit A,though financial figures and other
confidential information related to the conveyance may beredacted 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:(1)If every lease andrideris 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 personslisted in Section XV (Notices and
Submissions)of the Exhibit A;or (ii)The owner conveying an interest may provide abstracts of
leases,rather than full copies of said leases,to the personslisted in Section XV of the Exhibit A.
In compliance L]Out of compliance
Remarks:Evidence of compliance with this LUR 13 asit relates to existing leases has been
previously provided to Mr.David Peacock at NC DEQ in a memodated October 30,2020.New
leases continue to be executed with substantially similar language,a copy ofwhichis included
herein for reference.
LUR14:None ofthe contaminants knownto be presentin the environmental media at the
Brownfields Property,as described in Exhibit 2 of the Exhibit A 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 withoutthe prior written
approval of DEQ,except:
a.in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
b.as fuel or other fluids customarily used in vehicles,landscaping equipment and
emergency generators;and
c.as constituents ofproducts and materials customarily used and stored in multi-family
residential,retail,restaurant,related office and parking uses and with prior written
DEQ approval,other commercial environments,provided such products and
materials are stored in original retail packaging and used and disposed of in
accordance with applicable laws;
In compliance L]Out of compliance
Remarks:N/A
LUR 15:The ownerof 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
HD Supply (#19054-15-060)LUR Update
within a time period acceptable to DEQ,unless compliance with this LUR is waived in writing by
DEQ in advance.
In compliance L]Out of compliance
Remarks:No permanent monitoring wells are currently installed at the Brownfields Property.
LUR 16:The owner(s)of the portion ofthe Brownfields Property denominated ‘Potential
Area of Soil Contamination”on the plat component of the Notice shall be responsible for
maintaining the DEQ-approved cover which may include asphalt,concrete,geo-textile,or soil,
over that portion,and for including with each year’s LURU (see LUR No.17,below)a certification
that the cover is being properly maintained.Soil in this ‘Potential Area of Soil Contamination”
may not be exposed without prior sampling and analysis of such soil to the satisfaction of DEQ,
and submittal of the analytical results to DEQ.If such results disclose contamination in excess of
the applicable standards,as determined by DEQ,the soil may not be exposed without the approval
of DEQ onsuch conditions as DEQ imposes,including at a minimum compliance with plans and
procedures,approved pursuant to applicable law,to protect public health and the environment
during the activities that would expose suchsoil.
In compliance CL]Out of compliance
Remarks:The Potential Area of Soil Contamination is located below the South Tower.A vapor
barrieris installed below the slab of the South Tower.In 2021,no activities were completed
which disturbed soil in the Potential Area of Soil Contamination and no soil samples were
collected.In 2021,repairs were madeto the vaporbarrier in two tenant spaces along the south
side of the South Tower where upfit activities had not been completed.Details of the of vapor
barrier repairs are provided in the Annual Development Summary report,which will be
submitted under separate cover.
LUR 17:During January of each yearafter the year in which the Notice is recorded,the
ownerofany part ofthe Brownfields Property as of January 1“'of that year shall submit a notarized
Land Use Restrictions Update (“LURU”)to DEQ,andto the chiefpublic health and environmental
officials ofMecklenburg County,certifying that,as of said January 1“,the Notice containing these
land userestrictions remains recorded at the Mecklenburg County Register of Deeds office and
that the land use restrictions are being complied with.The submitted LURUshall state the
following:
a.A joint LURU may be submitted for multiple owners by a duly constituted board or
association and shall include the name,mailing address,telephone and facsimile
numbers,and contact person’s e-mail address of the entity submitting the joint
LURU as well as for each of the owners on whose behalf the joint LURU is
submitted.
b.A LURU submitted for rental units shall include the rent roll and enough of each
lease entered into during the previous calendar year to demonstrate compliance with
lessee notification requirements in LUR No.13 and paragraph 21 of the attached
HD Supply (#19054-15-060)LUR Update
Exhibit A provided that if standard form leases are used in every instance,a copy of
such standard form lease may besent in lieu of copies of actual leases.
c.All LURUsshallstate:
1.
In compliance
Remarks:N/A
the name,mailing address,telephone and facsimile numbers,and contact
person’s e-mail address of the owner [or board,association or approvedentity]
submitting the LURU if said owner[or each of the owners on whosebehalf the
joint LURUis submitted]acquired any part ofthe Brownfields Property during
the previous calendar year;
Nopart of the Brownfields Property was transacted during 2021.
.the transferee’s name,mailing address,telephone and facsimile numbers,and
contact person’s e-mail address,if said owner[or each of the owners on whose
behalf the joint LURU is submitted]transferred any part of the Brownfields
Property during the previouscalendar year [for properties covered undera joint
LURU,this portion is not required];
N/A
.whether any vaporbarrier and/or mitigation systemsinstalled pursuant to LUR
No.8 above are performing as designed,and whether the uses of the ground
floors of any buildings containing such vaporbarrier and/or mitigation systems
have changed,and,if so,how.
The vapor barrier_and passive mitigation system are operating as designed.
Details of the most recent influence testing are provided in the VIMS Progress
Report —South Tower report dated November 6,2020.Details of the most
recent indoor air sampling activities are provided in the VIMS Post-Occupancy
Indoor Air Sampling Report —South Tower report dated May 14,2021.The
ground floor of the South Toweris only used for commercial purposes and that
use remains unchanged.Portions of the ground floor of the South Towerare
occupied and portions are vacant pending upfit by future tenants.
whether the “Potential Area of Soil Contamination”pursuant to LUR No.16
above remains properly covered by impervioussurface.
Please refer to LUR 16.The Potential Area of Soil Contamination is located
below the South Tower which is underlain by a chemicalresistant vaporbarrier.
As such,the Potential Area of Soil Contamination remains properly covered.
L]Out of compliance
HD Supply (#19054-15-060)LUR Update
Notarized signing and submittal of this Land Use Restrictions Update constitutes certificationthat
the Notice of Brownfields Property remains recorded at the Mecklenburg County Register of
Deedsoffice and that the Land Use Restrictions are being complied with.
This Land Use Restrictions Update is certified by Cousins Railyard LP,ownerofat least part of
the Brownfields Property onthis z7thday of thartitn_;2022.
Nametyped orprinted of party makingcertification:Cousins Railyard LP
[Note:additional entities or owners may be addedif appropriate (i.e.multiple managing members/entities)]
U2.n.
yped orprinted:Bichard WieleoonTitletypedorprinted:Ev?

CrEORGAPe
Fourow 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:RieHA2D tshicKsON
ZeeDate:2%TANVARY 2022.21¥<——Official Signature of Notary
Qnnilllttigy,oHAy BARBARA.XHATANKA—
3 aRaey Notary’s printed or typed name,Notary Public
(Saaweahy “aly My commission expires:MARCH 5,ZO2%zt AR!Fay SfSGiA2Gixs.2m9 }) ffwr“Hr©mieUBUSS
Q,taintsXS SSrn)BCO iS“Aw %,
LUR 13:Lease Form —Brownfields Disclosure
“Tenant acknowledges that Landlord has entered into a Brownfields Property Agreement(the "Brownfields
Agreement")respecting the Demised Premises with the North Carolina Department of Environmental
Quality ("DEQ")pursuant to the North Carolina Brownfields Property Reuse Act of 1997,N.C.Gen.Stat.
130A-310.30,et seq.The Brownfields Agreementis recorded at Book 32177,Pages 732-774 in the office
of the Mecklenburg County Registry of Deeds and a copy has been provided to Tenant and is hereby
incorporated herein by reference.”