24050_Vernon Packaging_Full NI

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NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Brownfields Property Name: Vernon Packaging Brownfields Project Number: 24050-20-034 North Carolina’s Brownfields Property Reuse Act (the “Act”), North Carolina General Statutes (“NCGS”)
§ 130A-310.30 through 130A-310.40, provides for the safe redevelopment of abandoned, idled, or underused
properties at which expansion or redevelopment is hindered by actual or potential environmental contamination.
One of the Act’s requirements is the submittal of this Notice of Intent to Redevelop a Brownfields Property (“NI”)
that has been approved by the North Carolina Department of Environmental Quality (“DEQ”) for public notification
purposes as per NCGS § 130A-310.34(a). The NI shall provide, to the extent known, a legal description of the location
of the Brownfields Property, a map showing the location of the Brownfields Property, a description of the
contaminants involved and their concentrations in the media of the Brownfields Property, a description of the
intended future use of the Brownfields Property, any proposed investigation and remediation, and a proposed Notice
of Brownfields Property (“NBP”) prepared in accordance with NCGS § 130A-310.35. The proposed NBP for a
particular brownfields project is attached hereto. The proposed NBP includes the proposed Brownfields Agreement,
which is attached as Exhibit A, and the other required elements of this NI. A Summary of this Notice of Intent
(“SNI”) shall include a statement as to the public availability of the full NI. The party (“Prospective Developer”)
who desires to enter into a Brownfields Agreement with DEQ must provide a full copy of this NI to all local
governments having jurisdiction over the Brownfields Property.
The Act requires a public comment period of at least 30 days. The first day of public comment is defined as
the day after which all of the following public notice tasks have occurred: the date the required SNI is: (1) published
in a newspaper of general circulation serving the area in which the Brownfields Property is located; (2) conspicuously
posted at the Brownfields Property; and (3) mailed or delivered to each owner of property contiguous to the
Brownfields Property. Written public comments may be submitted to DEQ within 30 days after the public comment
period begins. Written requests for a public meeting may be submitted to DEQ within 21 days after the public
comment period begins. These periods will start no sooner than June 1, 2022, and will end no sooner than the later
of: 1) 30 and 21 days, respectively, after that; or 2) 30 and 21 days, respectively, after completion of the latest of the
three (3) above-referenced tasks, if such completion occurs later than the date stated herein. All comments and
meeting requests should be addressed as follows:

Mr. Bruce Nicholson Brownfields Program Manager Division of Waste Management NC Department of Environmental Quality 1646 Mail Service Center Raleigh, North Carolina 27699-1646

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Property Owner: CCC Trade Street, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY
Brownfields Property Name: Vernon Packaging Brownfields Project Number: 24050-20-034
This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 2022 by CCC
Trade Street, LLC (“Prospective Developer”).
This Notice concerns contaminated property. A copy of this Notice certified by the North Carolina Department of Environmental Quality (“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes
(“NCGS”), § 130A-310.35(b). This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to public health or the environment posed by environmental contamination at a property (“Brownfields Property”) being addressed under the Brownfields Property Reuse
Act of 1997, NCGS § 130A, Article 9, Part 5 (“Act”). Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective Developer’s entry into the Brownfields Agreement required by the
Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not the owner, also under the Prospective Developer’s name.
The Brownfields Property consists of one parcel comprising approximately 3.99 acres, located at 848 North Trade Street, Winston Salem, Forsyth County. Historically the Brownfields

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Property consisted of residential properties from at least 1895 to approximately 1940 when it was
redeveloped with warehouses for light industrial use for the tobacco industry. Between approximately 1964 and 1980, the property gradually transitioned from tobacco warehouses to its current use for produce warehousing and distribution by Vernon Packaging, Triad Produce, and Combs Produce. Historic off-site and on-site activities are suspected to have contributed to impacts in soil, soil gas, and groundwater at the Brownfields Property. Demolition of the
warehouses on the Brownfields Property began in July 2021. CCC Trade Street, LLC, has committed itself to redevelop the Brownfields Property for no uses other than high-density residential. 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 13 of the Brownfields Agreement, and all subparagraph letters/numbers are the same as those

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used in the Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields Property: a. No use may be made of the Brownfields Property other than for high density residential use. For purposes of this restriction, High-Density Residential is 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, 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.
b. Any high-density residential units constructed on the Brownfields Property shall only be occupied by residents under lease or rental agreement, and shall not be sold to individual owners for occupation or subletting.
c. 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) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or
redevelopment in any other form, including without limitation:
i. demolition of existing structures, if applicable;
ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph III above,
and Exhibit 2;
iii. contingency plans for addressing, including without limitation the testing of soil and groundwater, newly discovered or newly accessible potential sources of environmental contamination (e.g., USTs, ASTs, tanks, drums, septic drain fields, oil-water separators, soil contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
building materials or contaminated soils excavated during redevelopment.
d. Within 90 days after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the
then-owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment-related activities since the last report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section VI: Work to be Performed above;

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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).
e. Unless compliance with this Land Use Restriction is waived in writing in advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all
buildings on the Brownfields Property depicted on the plat component of the Notice referenced in paragraph 17 below shall be in accordance with applicable legal requirements, including without limitation those related to lead and asbestos abatement that are administered by the Health Hazards Control Unit within the Division of Public Health of the North Carolina Department of Health and Human Services.
f. 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 13.a above while fully protecting public health and the environment. Should groundwater be encountered or exposed during any activity on the Brownfields Property, it shall be managed in
accordance with the DEQ-approved EMP outlined in subparagraph 13.c., or a plan approved in writing in advance by DEQ.
g. No use of the Brownfields Property as defined in subparagraph 13.a may occur until the then owner of the Brownfields Property conducts representative final grade soil
sampling of any area within the Brownfields Property pursuant to a plan approved in writing by
DEQ that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
h. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are received in accordance with subparagraph 13.g, above, no activity that disturbs soil
on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 13.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

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related assessment and remedial measures required by DEQ shall be taken; and
iv. in connection with work conducted in accordance with a DEQ-approved EMP as outlined above in subparagraph 13.c.
i. 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 13.c.
j. No enclosed building may be constructed on the Brownfields Property, and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 17, below, may be occupied until DEQ determines in writing that:
i. the building is or would be protective of the building’s users and public
health from 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 the intrusion of subsurface vapors into building features in accordance with the most recent and applicable DWM Vapor Intrusion
Guidance, Interstate Technology & Regulatory Council (ITRC) guidance, and American National Standards Institute (ANSI)/American Association of Radon Scientists and Technologists (AARST) standards, and that a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal, is satisfied that the design is fully protective of public health, and shall include a performance monitoring plan detailing methodologies and
schedule, both of which are subject to prior written DEQ approval; and
2. installed and an installation report is submitted for written DEQ
approval that includes as-built diagrams, photographs, and a description of the installation, with said engineer’s professional seal confirming that the engineer is satisfied that the system was
installed per the DEQ approved design. If any deviations from the system design were necessary
during installation, then the report shall include details on said deviations, as well as the engineer’s seal certifying the VIMS, as installed, was installed in such a manner so as to be fully protective of public health.
k. No occupancy of the Brownfields Property for the uses defined in
subparagraph 13.a may occur until a work plan for the installation and sampling of sub-slab
vapor monitoring points for each proposed apartment building is approved by DEQ, and until the first round of sampling activities under the work plan is completed to DEQ’s written satisfaction. The work plan will include, at a minimum, details on schedule and methodology for installation and sampling of permanent sub-slab vapor monitoring points for VOCs by EPA Method TO-15
within one month after monitoring point installation and then a minimum of one additional
sampling event no sooner than six months after the initial sampling. If the sub-slab vapor sampling events indicate the risk levels for the property remain unchanged or decrease, a written request for modification or cessation of sub-slab vapor sampling may be submitted for DEQ’s

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consideration. If the sub-slab vapor sampling events indicate increased risk levels, semi-annual
sub-slab vapor sampling may continue to be required. Should the analytical results obtained from any of the sampling events indicate exposures at the Brownfields Property that raise 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, DEQ may require that the then owner(s) re-evaluate that risk for areas potentially subject to said risk and to
take action to reduce said risk to make the Brownfields Property suitable for the uses authorized in subparagraph 13.a while fully protecting public health and the environment.
l. Neither DEQ, nor any party conducting environmental assessment or remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
m. The owner of any portion of the Brownfields Property where any existing, or subsequently installed, DEQ-approved monitoring well or vapor sample point is damaged by the owner, its contractors, or its tenants shall be responsible for repair of any such wells to DEQ’s
written satisfaction and within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ in advance.
n. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Forsyth
County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notice and Submissions); or (ii) The owner conveying an interest
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in
Section XVII.
o. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators.

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p. During January of each year after the year in which the Notice referenced
below in paragraph 17 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Forsyth County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Forsyth County Register of Deeds office and that the land
use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone and facsimile
numbers, and contact person’s e-mail address, if said owner transferred any part of the Brownfields Property during the previous calendar year;
iii. whether any vapor barrier and/or mitigation systems and any associated subgrade vapor monitoring network installed pursuant to subparagraph 13.j. 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 subparagraph 13.n, above, and paragraph 18, below, of this Agreement provided that if standard form leases are used in every instance, a copy of such standard form lease may be
sent in lieu of copies of actual leases.
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 name, mailing address, telephone and
facsimile numbers, and e-mail address of each owner on whose behalf the LURU is proposed to be submitted.
For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ Brownfields Property Management Unit referenced in subparagraph 32.a. of
Exhibit A hereto, at the address stated therein. ENFORCEMENT The above land use restrictions shall be enforceable without regard to lack of privity of
estate or contract, lack of benefit to particular land, or lack of any property interest in particular
land. The land use restrictions shall be enforced by any owner of the Brownfields Property. The land use restrictions may also be enforced by DEQ through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of local government having jurisdiction over any part of the Brownfields Property; and by any person eligible for liability
protection under the Brownfields Property Reuse Act who will lose liability protection if the

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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. IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly
executed this _____ day of _______________, 2022. CCC Trade Street, LLC By: Chaucer Creek Capital, LLC, Manager
By: __________________________________________ William M. McClatchey, Jr.

NORTH CAROLINA _______________ COUNTY
I certify that the following person(s) personally appeared before me this day, each
acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: ________________________________.
Date: ___________________ ___________________________________ Official Signature of Notary

___________________________________ (Official Seal) Notary’s printed or typed name, Notary Public My commission expires: _____________________

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************************************ 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 Scott Date Director, Division of Waste Management

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EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: CCC Trade Street, LLC UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Vernon Packaging OF 1997, NCGS § 130A-310.30, et seq. ) 848 N. Trade Street Brownfields Project No. 24050-20-034 ) Winston-Salem, Forsyth County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and CCC Trade Street, 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 848 N. Trade 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 CCC Trade Street, LLC, a Limited Liability Company,
headquartered at 3605 Glenwood Ave., Suite 445, Raleigh, North Carolina, 28612. Its manager
is Chaucer Creek Capital, LLC, which is managed by William M. McClatchey Jr., at 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 CCC Trade Street, LLC for contaminants at the Brownfields Property.

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The Parties agree that CCC Trade Street, LLC’s entry into this Agreement, and the
actions undertaken by CCC Trade Street, LLC in accordance with the Agreement, do not
constitute an admission of any liability by CCC Trade Street, LLC for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit CCC
Trade Street, 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 CCC Trade Street, LLC.
III. BROWNFIELDS PROPERTY INFORMATION SUMMARY
3. Relevant information about the history, ownership, and uses of the Brownfields
Property is provided in the following summary table. Refer to Exhibit 2 to this Agreement that
presents data table(s) of the contaminants present at the Brownfields Property at concentrations
above their applicable standards or screening levels for each media sampled.
BROWNFIELDS PROPERTY INFORMATION SUMMARY
Parcel Address(es) & Parcel IDs
848 N. Trade Street (Parcel ID 6835-19-5678), Winston-
Salem, Forsyth County
The Brownfields Property is a recombination of parcels at 848, 850, and 860 N. Trade Street and 0 W. Eighth Street, originally identified by parcel numbers 6835-19-5549, 6835-
19-5455, 6835-19-5759, and 6835-19-5350, respectively.
Acreage Approximately 3.99

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BROWNFIELDS PROPERTY INFORMATION SUMMARY
Current Property Owners CCC Trade Street, LLC
Current Land Use(s)
Properties contained gravel parking and warehouses used for storage and distribution of produce. Redevelopment activities
began with building demolition in July 2021 under a DEQ-
approved Environmental Management Plan.
Site Vicinity Land Use(s)
Retail, commercial and light industrial use with adjacent
properties that include a produce distribution facility to the south, a condominium complex to the west, the Winston-Salem Transit Authority to the northwest, a church complex to the north, and retail/commercial buildings to the east.
Proposed Reuse(s) High Density Residential
Public Benefits of Reuse Job Creation, Tax Base Increases, and Revitalization of Blighted Areas
Existing Land Use
Restrictions Prior to Brownfields Agreement None

ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations &
Contaminant Sources
i. The Brownfields Property historically consisted of residential properties from at least 1895 to approximately
1940.
ii. From the 1940s to the mid-1960s, warehouses were developed on the Brownfields Property for storage and distribution of tobacco.

iii. Between approximately 1964 and 1980, the Brownfields Property gradually transitioned from tobacco warehouses to its current use as a commercial produce distribution center.
iv. Historical off-site property uses considered as possible
sources of contamination include a former service station and former dry cleaners. However, data indicate limited impacts to the Brownfields Property and no specific on-site or off-site contamination source was identified during the assessment.
Current Operations/Activities
i. 848 N. Trade Street contains a 10,767 ft2 warehouse and was most recently occupied by Triad Produce for warehousing and distribution of produce.

ii. 860 N. Trade Street contains a 19,016 ft2 warehouse/office complex consisting of three connected buildings and was most recently occupied by Vernon Packaging for produce storage

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ENVIRONMENTAL INFORMATION SUMMARY
and distribution.
iii. 850 N. Trade Street includes a gravel parking area formerly used by Triad Produce and Combs Produce. iv. 0 W. Eighth Street includes a paved parking area formerly
used by Combs Produce. All current operations on the Brownfields Property have ceased and site redevelopment activities have commenced.
Contaminated Media
Soil: Arsenic was detected above its NC Residential Preliminary Soil Remediation Goals (PSRGs); hexavalent chromium was not detected, but the laboratory reporting limit
exceeded the PSRG; and benzo(g,h,i)perylene and
phenanthrene were detected in soil and have no established PSRG. Groundwater: Chromium was detected above North Carolina
15A NCAC 02L .0202 Groundwater Standards.
Concentrations of chloroform in groundwater exceed the NC Residential Groundwater Vapor Intrusion Screening Level (VISL).
Soil Gas: Chloroform was detected in soil gas above the NC Residential Soil Gas VISL.
ID Numbers/Permits None known
Onsite Receptors Considered Residents, on-site workers, construction workers, and visitors
Potential Offsite Receptors Considered
i. The NCBP Receptor Survey is on file (Brownfields Assessment Report (April 2021, Appendix E)
ii. No water supply wells were identified within 1,500 feet of
the Brownfields Property. The Brownfields Property and the adjacent properties are served by the municipal water supply.
iii. The 836 Oak Street Condominium complex is located
immediately west of the Brownfields Property and New Bethel Baptist Church is located immediately north of the Brownfields Property.
Potential offsite migration pathways
Groundwater flow at the Brownfields Property is generally northwest towards Peters Creek which is approximately 1,600 ft from the property boundary.

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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
Soil Vapor Sampling Report, Vernon Packaging Terracon June 23, 2021 Brownfields Assessment Report, Vernon Packaging Terracon May 13, 2021
Phase 1 Environmental Site Assessment – N. Trade Street Properties Terracon May 15, 2020
Geotechnical Engineering Report – Trade Street Apartments Terracon May 4, 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
submitting to DEQ a Brownfields Property Application (BPA) dated September 2, 2020, and the
following:
a. On December 16, 2020, and January 7, 2021, Prospective Developer purchased
property comprising the Brownfields Property; and
b. On or about July 26, 2021, Prospective Developer initiated site demolition
activities at the Brownfields Property under the DEQ-approved Environmental Management Plan
(EMP) dated June 30, 2021, the requirements for which are described in Land Use Restriction
VII.12.c

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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. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1), and shall make a payment to DEQ of $6,000
at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.

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The Parties agree that such fees will suffice 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. an increase in the Brownfields Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. the creation of approximately 320 construction job opportunities for local
businesses and workers during redevelopment and five permanent apartment management and
maintenance jobs thereafter;
d. an increase in tax revenue for affected jurisdictions;
e. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
VI. WORK TO BE PERFORMED

9. The guidelines as embodied in their most current version, including parameters,
principles and policies within which the desired results are to be accomplished are (as to: field
procedures, laboratory testing, Brownfields Program requirements, and remedial or mitigation
measures):

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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, other available reports, and
subject to imposition of and compliance with the land use restrictions set forth below, and
subject to Section XI of this Agreement (DEQ’s Covenant Not to Sue and Reservation of
Rights), DEQ is not requiring Prospective Developer to perform any active remediation at the
Brownfields Property other than remediation that may be required pursuant to a DEQ-approved
Environmental Management Plan (EMP) as specified in subparagraph 13.c below.
12. Based on the type and concentrations of impacts to soil, groundwater, and soil gas
detected during assessment activities as outlined in paragraphs 3 and 4 above, vapor intrusion
exposure routes do not appear to present a risk to site occupants as of the date of this Agreement.
Therefore, no vapor mitigation is being required for the proposed redevelopment as approved in
the EMP, dated June 30, 2021. However, confirmation sampling prior to occupancy as outlined

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in subparagraph 13.k below is required in order to comply with subparagraph 13.j.i.

VII. LAND USE RESTRICTIONS
13. By way of the Notice of Brownfields Property referenced below in paragraph 17,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. 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 use. For purposes of this restriction, High-Density Residential is 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, 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.
b. Any high-density residential units constructed on the Brownfields Property
shall only be occupied by residents under lease or rental agreement, and shall not be sold to
individual owners for occupation or subletting.
c. 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

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revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is
consistent with all the other land use restrictions and describes redevelopment activities at the
Brownfields Property, the timing of redevelopment phases, and addresses health, safety and
environmental issues that may arise from use of the Brownfields Property during construction or
redevelopment in any other form, including without limitation:
i. demolition of existing structures, if applicable;
ii. issues related to known or potential sources of contamination,
including without limitation those resulting from contamination identified in paragraph III above,
and Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered or newly accessible potential sources of
environmental contamination (e.g., USTs, ASTs, tanks, drums, septic drain fields, oil-water
separators, soil contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
building materials or contaminated soils excavated during redevelopment.
d. Within 90 days after each one-year anniversary of the effective date of this
Agreement for as long as physical redevelopment of the Brownfields Property continues (except
that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the
then-owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment-related activities since the last report, with a summary and drawings,
that describes:
i. actions taken on the Brownfields Property in accordance with Section

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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).
e. Unless compliance with this Land Use Restriction is waived in writing in
advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all
buildings on the Brownfields Property depicted on the plat component of the Notice referenced
in paragraph 17 below shall be in accordance with applicable legal requirements, including
without limitation those related to lead and asbestos abatement that are administered by the
Health Hazards Control Unit within the Division of Public Health of the North Carolina
Department of Health and Human Services.
f. 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 13.a
above while fully protecting public health and the environment. Should groundwater be
encountered or exposed during any activity on the Brownfields Property, it shall be managed in

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accordance with the DEQ-approved EMP outlined in subparagraph 13.c., or a plan approved in
writing in advance by DEQ.
g. No use of the Brownfields Property as defined in subparagraph 13.a may occur
until the then owner of the Brownfields Property conducts representative final grade soil
sampling of any area within the Brownfields Property pursuant to a plan approved in writing by
DEQ that is not covered by building foundations, sidewalks, or asphaltic or concrete parking
areas and driveways.
h. Unless otherwise approved by DEQ in writing after results of final grade soil
sampling are received in accordance with subparagraph 13.g, above, no activity that disturbs soil
on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ
deems necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 13.a. above while fully protecting public health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24”;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be
given written notice at least seven days in advance of a scheduled repair (if only by email) of any
such repair, or in emergency circumstances no later than the next business day, and that any
related assessment and remedial measures required by DEQ shall be taken; and
iv. in connection with work conducted in accordance with a DEQ-
approved EMP as outlined above in subparagraph 13.c.
i. Soil may not be removed from, or brought onto, the Brownfields Property

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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 13.c.
j. No enclosed building may be constructed on the Brownfields Property, and no
existing building, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced in paragraph 17, below, may be occupied until DEQ determines in writing
that:
i. the building is or would be protective of the building’s users and public
health from 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 the intrusion of subsurface vapors into
building features in accordance with the most recent and applicable DWM Vapor Intrusion
Guidance, Interstate Technology & Regulatory Council (ITRC) guidance, and American
National Standards Institute (ANSI)/American Association of Radon Scientists and
Technologists (AARST) standards, and that a professional engineer licensed in North Carolina,
as evidenced by said engineer’s professional seal, is satisfied that the design is fully protective of
public health, and shall include a performance monitoring plan detailing methodologies and
schedule, both of which are subject to prior written DEQ approval; and
2. installed and an installation report is submitted for written DEQ
approval that includes as-built diagrams, photographs, and a description of the installation, with
said engineer’s professional seal confirming that the engineer is satisfied that the system was
installed per the DEQ approved design. If any deviations from the system design were necessary

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during installation, then the report shall include details on said deviations, as well as the
engineer’s seal certifying the VIMS, as installed, was installed in such a manner so as to be fully
protective of public health.
k. No occupancy of the Brownfields Property for the uses defined in
subparagraph 13.a may occur until a work plan for the installation and sampling of sub-slab
vapor monitoring points for each proposed apartment building is approved by DEQ, and until the
first round of sampling activities under the work plan is completed to DEQ’s written satisfaction.
The work plan will include, at a minimum, details on schedule and methodology for installation
and sampling of permanent sub-slab vapor monitoring points for VOCs by EPA Method TO-15
within one month after monitoring point installation and then a minimum of one additional
sampling event no sooner than six months after the initial sampling. If the sub-slab vapor
sampling events indicate the risk levels for the property remain unchanged or decrease, a written
request for modification or cessation of sub-slab vapor sampling may be submitted for DEQ’s
consideration. If the sub-slab vapor sampling events indicate increased risk levels, semi-annual
sub-slab vapor sampling may continue to be required. Should the analytical results obtained
from any of the sampling events indicate exposures at the Brownfields Property that raise 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, DEQ may
require that the then owner(s) re-evaluate that risk for areas potentially subject to said risk and to
take action to reduce said risk to make the Brownfields Property suitable for the uses authorized
in subparagraph 13.a while fully protecting public health and the environment.
l. Neither DEQ, nor any party conducting environmental assessment or

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remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or
agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
m. The owner of any portion of the Brownfields Property where any existing, or
subsequently installed, DEQ-approved monitoring well or vapor sample point is damaged by the
owner, its contractors, or its tenants shall be responsible for repair of any such wells to DEQ’s
written satisfaction and within a time period acceptable to DEQ, unless compliance with this
Land Use Restriction is waived in writing by DEQ in advance.
n. Any deed or other instrument conveying an interest in the Brownfields
Property shall contain the following notice: “This property is subject to the Brownfields
Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Forsyth
County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XVII (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner
conveying an interest may provide DEQ with copies of a form lease or rider evidencing
compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XVII (Notice and Submissions); or (ii) The owner conveying an interest
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in

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Section XVII.
o. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ
in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping
and maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators.
p. During January of each year after the year in which the Notice referenced
below in paragraph 17 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Forsyth County, certifying
that, as of said January 1st, the Notice of Brownfields Property containing these land use
restrictions remains recorded at the Forsyth County Register of Deeds office and that the land
use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and
contact person’s e-mail address of the owner submitting the LURU if said owner acquired any
part of the Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone and facsimile
numbers, and contact person’s e-mail address, if said owner transferred any part of the

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Brownfields Property during the previous calendar year;
iii. whether any vapor barrier and/or mitigation systems and any
associated subgrade vapor monitoring network installed pursuant to subparagraph 13.j. 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 subparagraph 13.n, above, and paragraph 18, below, of this Agreement provided
that if standard form leases are used in every instance, a copy of such standard form lease may be
sent in lieu of copies of actual leases.
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 name, mailing address, telephone and
facsimile numbers, and e-mail address of each owner on whose behalf the LURU is proposed to
be submitted.
14. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in this Agreement while fully protecting
public health and the environment.
15. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that

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modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VIII. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
16. In addition to providing access to the Brownfields Property pursuant to subparagraph
13.l. above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
17. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property (“Notice”) for the Brownfields Property containing, inter alia, the land use restrictions
set forth in Section VII (Land Use Restrictions) 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 Forsyth County, North
Carolina, Register of Deeds’ Office. Within three (3) days thereafter, Prospective Developer

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shall furnish DEQ a copy of the documentary component of the Notice containing a certification
by the register of deeds as to the Book and Page numbers where both the documentary and plat
components of the Notice are recorded, and a copy of the plat with notations indicating its
recordation.
18. This Agreement shall be attached as Exhibit A to the Notice. Subsequent to
recordation of said Notice, any deed or other instrument conveying an interest in the Brownfields
Property shall contain the following notice: “This property is subject to the Brownfields
Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Forsyth
County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XVII (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. Prospective Developer may use the following mechanisms to comply with the obligations
of this paragraph: (i) If every lease and rider is identical in form, Prospective Developer may
provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in
lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notices
and Submissions); or (ii) Prospective Developer may provide abstracts of leases, rather than full
copies of said leases, to the persons listed in Section XVII.
19. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.

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IX. DUE CARE/COOPERATION
20. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
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
21. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated September 2, 2020, by which it applied for this
Agreement. That use is that which is provided above in subparagraph 13.a. of this Agreement.
Prospective Developer also certifies that to the best of its knowledge and belief it has fully and
accurately disclosed to DEQ all information known to Prospective Developer and all information
in the possession or control of its officers, directors, employees, contractors and agents which
relates in any way to any past use of regulated substances or known contaminants at the

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Brownfields Property and to its qualification for this Agreement, including the requirement that
it not have caused or contributed to the contamination at the Brownfields Property.
XI. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
22. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the

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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.
23. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
24. This Agreement does not waive any applicable requirement to obtain a permit,

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license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
25. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 22 through 24 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
26. In consideration of DEQ’s Covenant Not To Sue in Section XI of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any
action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.
XIII. PARTIES BOUND
27. This Agreement shall apply to and be binding upon DEQ, and on the Prospective
Developer, its officers, directors, employees, and agents. Each Party’s signatory to this
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XIV. DISCLAIMER
28. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).

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However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
29. Except for the land use restrictions set forth in paragraph 13 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XV. DOCUMENT RETENTION
30. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or

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inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XVI. PAYMENT OF ENFORCEMENT COSTS
31. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section VI (Work to be Performed) and Section
VII (Land Use Restrictions), it shall be liable for all litigation and other enforcement costs
incurred by DEQ to enforce this Agreement or otherwise obtain compliance.
XVII. NOTICES AND SUBMISSIONS
32. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a
change in contact information or delivery method, all notices and submissions pursuant to this
Agreement shall be sent by prepaid first-class U.S. mail or courier service, as follows:
a. for DEQ:
Brownfields Property Management Unit (or successor in function)
N.C. Division of Waste Management
Brownfields Program Mail Service Center 1646 Raleigh, NC 27699-1646
b. for Prospective Developer:
William M. McClatchey, Jr. CCC Trade Street, LLC 3605 Glenwood Ave, Suite 445
Raleigh, North Carolina, 27612

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Notices and submissions sent by prepaid first-class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVIII. EFFECTIVE DATE
33. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in NCGS § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and to invalidate its signature on this Agreement.
XIX. TERMINATION OF CERTAIN PROVISIONS
34. If any Party believes that any or all of the obligations under Section VIII
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of the Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XX. CONTRIBUTION PROTECTION
35. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such

27
Vernon Packaging/24050-20-034/20220520 PC
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
36. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
37. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XXI. PUBLIC COMMENT
38. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

28
Vernon Packaging/24050-20-034/20220520 PC
IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By: ____________________________________________________________________________ Michael Scott Date Director, Division of Waste Management
IT IS SO AGREED: CCC TRADE STREET, LLC, a North Carolina limited liability company By: Chaucer Creek Capital, LLC, a North Carolina limited liability company, Manager
By: ____________________________________________________________________________ William M. McClatchey, Jr., Manager Date
TOPOGRAPHIC MAP
Vernon Packaging 848 N. Trade Street Winston-Salem, NC
TOPOGRAPHIC MAP IMAGE COURTESY OF THE U.S. GEOLOGICAL SURVEY QUADRANGLES INCLUDE: RURAL HALL, NC (1/1/1994), WALKERTOWN, NC (1/1/1997), WINSTON-SALEM WEST, NC (1/1/1997) and WINSTON-SALEM EAST, NC (1/1/1997).
7327 -G W Friendly Avenue
Greensboro, NC
75217006Project Manager:
Drawn by:
Checked by:
Approved by:
MIM
EW
EW
1”=2,000’
Vernon Pkg
March 2021
Project No.
Scale:
File Name:
Date: 1
Exhibit MIM
APPROXIMATE
SITE BOUNDARY
Exhibit 1

24050-20-034/Vernon Packaging/20220520 PC

1
Exhibit 2 Brownfields Property Name: Vernon Packaging
Brownfields Project Number: 24050-20-034
The most recent environmental sampling at the Brownfields Property reported in the Environmental Reports occurred in June 2021. The following tables set forth, for contaminants present at the Brownfields Property above unrestricted use standards or screening levels, the
maximum concentration found at each sample location, and the applicable standard or screening
level. Screening levels and groundwater standards are shown for reference only and are not set forth as cleanup levels for purposes of this Agreement. GROUNDWATER

Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202, or the 2L Groundwater Interim Maximum Allowable Concentrations (IMACS) (April 1, 2013 version):

Groundwater
Contaminant
Sample
Location
Date of
Sampling
Maximum Concentration Exceeding Standard
(µg/L)
2L Standard
(µg/L)
Chromium MW-3 3/9/2021 14.3 10 MW-4 3/19/2021 1041
1Field notes from the sampling event indicate the sample collected from MW-4 was turbid.

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 (June 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)
Chloroform
MW-2 3/9/2021 1.96 J
0.81 MW-4 3/19/2021 0.869 J
MW-5 3/22/2021 1.28 J
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.

24050-20-034/Vernon Packaging/20220520 PC

2
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 (June 2021 version):
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Maximum
Concentration
Exceeding Screening Level (mg/kg)
Residential
Screening Level 1 (mg/kg)
Arsenic
B-2 3 3/4/2021 <0.755 2
0.68
B-4 3 3/4/2021 <0.747 2
B-5/FB-01 8 3/4/2021 <0.728/<0.730 2
B-6 8 3/4/2021 <0.728 2
B-8 7 3/19/2021 1.12 J
B-10 3 3/4/2021 0.975 J
B-12 7 3/4/2021 <0.733 2
Benzo(g,h,i) perylene B-8 7 3/19/2021 0.0169 J NE
Chromium, Hexavalent
B-1 4 3/4/2021 <0.766 2
0.31
B-2 3 3/4/2021 <0.933 2
B-4 3 3/4/2021 <0.922 2
B-5/FB-01 8 3/4/2021 <0.900/<0.900 2
B-6 8 3/4/2021 <0.899 2
B-7 8 3/4/2021 <0.815 2
B-8 7 3/19/2021 <0.818
B-10 3 3/4/2021 <0.901 2
B-12 7 3/4/2021 <0.906 2
Phenanthrene B-8 7 3/19/2021 0.0397 J NE
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. 2 Laboratory reporting limit exceeds the Residential Health-Based Preliminary Soil Remediation Goal.
NE – No established screening level. If no screening level is established, then the laboratory reporting
limit is considered the screening level. J – Compound was detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration.

24050-20-034/Vernon Packaging/20220520 PC

3
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 (June 2021 version):
Soil Gas Contaminant Sample Location Date of Sampling
Maximum
Concentration
Exceeding Screening
Level (µg/m3)
Residential
Screening Limit 1
(µg/m3)
Chloroform
SVP-1 6/8/2021 7.25
4.1 SVP-2 6/8/2021 5.06
SVP-7 6/8/2021 97.3
SVP-8 6/8/2021 4.12
Ethanol
SVP-1 6/8/2021 9.96
NE
SVP-2 6/8/2021 10.8
SVP-3 6/8/2021 10.1
SVP-4 6/8/2021 30.7
SVP-5 6/8/2021 10.9
SVP-6 6/8/2021 8.28
SVP-7 6/8/2021 11.7
SVP-8 6/8/2021 8.16
4-Ethyl-toluene SVP-6 6/8/2021 4.07 NE
Propene SVP-6 6/8/2021 15.2 NE SVP-7 6/8/2021 19.6
Trichlorofluoromethane
SVP-1 6/8/2021 4.3
NE
SVP-2 6/8/2021 7.87
SVP-3 6/8/2021 12.3
SVP-4 6/8/2021 104
SVP-5 6/8/2021 203
SVP-6 6/8/2021 188
SVP-7 6/8/2021 36.9
SVP-8 6/8/2021 30.9 1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. NE – No established screening level. If no screening level is established, then the laboratory reporting limit is considered the screening level.

Exhibit C – Legal Description
Brownfields Property Name: Vernon Packaging
Brownfields Project Number: 24050-20-034

A CERTAIN PARCEL OF LAND, SITUATED IN WINSTON TOWNSHIP, FORSYTH
COUNTY, NORTH CAROLINA AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT AN IRON PIN AT THE SOUTHWEST CORNER OF TRADE STREET
AND TENTH STREET, SAID IRON PIN HAVING NC GRID COORDINATES N859909.45
AND E1631747.22 AND BEING THE NORTHEAST CORNER OF PIN: 6835-19-5678;
THENCE ALONG THE WESTERN LINE OF TRADE STREET THE FOLLOWING FIVE (5)
COURSES AND DISTANCES: 1) S 01° 51' 33" W 74.51' TO AN IRON PIN; 2) S 86° 35' 17"
E 11.24' TO AN IRON PIN; 3) S 01° 05' 14" W 199.73' TO AN IRON PIN; 4) S 01° 00' 07"
117.67' TO A POINT AND 5) S 01° 00' 07" W 55.00' TO A POINT AT THE
NORTHEASTERN CORNER OF PIN 6835-19-5475; THENCE ALONG THE NORTHERN
LINE OF PIN 6835-19-5475 N 88° 52' 59" W 257.42’ TO A POINT AT THE NORTHEAST
CORNER OF PIN 6835-19-4344; THENCE ALONG THE NORTHERN LINE OF PIN
6835-19-4344 N 88° 52’ 29” W 134.21’ TO AN IRON PIN AT THE EASTERN
RIGHT-OF-WAY OF OAK STREET; THENCE ALONG THE EASTERN LINE OF OAK
STREET THE FOLLOWING SIX (6) COURSES AND DISTANCES: 1) N 00° 34' 35" E 16.88'
TO AN IRON PIN; 2) N 00° 43' 37" E 38.12' TO A POINT; 3) N 00° 43' 37" E 16.64' TO A
RAILROAD SPIKE AT THE SOUTHWEST CORNER OF PIN 6835-19-5549; 4) N 00° 56' 23"
E 100.03' TO AN IRON PIN; 5) N 00° 31' 47" E 12.00' TO A POINT AND 6) N 00° 54' 05" E
261.99' TO A NAIL AT THE SOUTHEAST CORNER OF OAK STREET AND TENTH
STREET; THENCE ALONG THE SOUTHERN LINE OF TENTH STREET S 89° 00' 34" E
249.91' AND S 88° 55' 09" E 132.96' TO THE POINT AND PLACE OF BEGINNING AND
CONTAINING 3.99992 ACRES, MORE OR LESS.