25073_Fulbright Laboratories Brownfields NBP_20231109

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Property Owner: South End Chalotte Owner, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Brownfields Property Name: Fulbright Laboratories Brownfields Project Number: 25073-21-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well
as the plat component, have been filed this _____ day of __________________, 20___ by South End Charlotte Owner, LLC (“Prospective Developer”). This Notice concerns contaminated property.
A copy of this Notice certified by the North Carolina Department of Environmental Quality (“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes (“NCGS”), § 130A-310.35(b).
This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to public health or the environment posed by environmental contamination at a property (“Brownfields Property”) being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9, Part 5 (“Act”).
Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not
the owner, also under the Prospective Developer’s name.
The Brownfields Property is comprised of 0.92 acres and is located at 1919, 1923, and 1933 South Boulevard, Charlotte, Mecklenburg County. The Brownfields Property was developed with buildings (which included the current structure at 1923 South Boulevard) consisting primarily
of retail stores from the 1900s to 1920s. A beverage bottling facility also occupied the site by the early 1920s. The Brownfields Property was occupied by various businesses and operations from
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the 1930s to the 1970s, including groceries, retailers, a construction company, a roofing supply company, and Fulbright chemical laboratory and manufacturing company. The current on-site restaurant and office buildings at 1933 South Boulevard and 1919 South Boulevard, respectively,
were constructed in the late 1980s. The Prospective Developer intends to develop the Brownfields Property for no uses other than high density residential, retail, restaurant, parking and with DEQ’s prior written approval, other commercial uses. Soil, groundwater, and soil gas are impacted at the Brownfields Property The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit A. It is required by NCGS § 130A-310.32 and sets forth the use that may be made of the Brownfields Property and the measures to be taken to protect public health and the environment. The Brownfields Agreement’s Exhibit 2 consists of one or more data tables reflecting the concentrations of and other information regarding the Brownfields Property’s regulated substances and contaminants. Attached as Exhibit B to this Notice is a reduction, to 8.5 inches x 11 inches, of the survey plat component of this Notice. This plat shows areas designated by DEQ, has been prepared and certified by a professional land surveyor, meets the requirements of NCGS § 47-30, and complies
with NCGS § 130A-310.35(a)’s requirement that the Notice identify: (1) The location and dimensions of the areas of potential environmental concern with respect to permanently surveyed benchmarks.
(2) The type, location and quantity of regulated substances and contaminants known to
exist on the Brownfields Property. Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient as a description of the property in an instrument of conveyance.
LAND USE RESTRICTIONS NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future use of the Brownfields Property that are necessary or useful to maintain the
level of protection appropriate for the designated current or future use of the Brownfields Property
and that are designated in the Brownfields Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ (or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function.
The land use restrictions below have been excerpted verbatim from paragraph 12 of the Brownfields Agreement, and all subparagraph letters/numbers are the same as those used in the Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields Property:
Land Uses a. No use may be made of the Brownfields Property other than for high density
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residential, retail, restaurant, parking and with DEQ’s prior written approval, other commercial uses. These land uses and their definitions below apply solely for purposes of this Agreement, and do not waive any local zoning, rule, regulation, or permit requirements:
i. “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. ii. “Retail” defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service, and the sales of food and/or beverage products. iii. “Restaurant” defined as a commercial business establishment that prepares and/or serves food and/or beverages to patrons. iv. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same. v. “Commercial” as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee, with the exception of educational space and childcare facilities. Environmental Management Plan
b. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation:
i. demolition of existing buildings, if applicable;
ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph 3 above; iii. contingency plans for addressing, including without limitation the testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and iv. plans for the proper characterization and DEQ approval of both fill soil before import to the Brownfields Property and the disposition of all soil excavated from the Brownfields Property during redevelopment.
Redevelopment Summary Report c. No later than January 31 after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues
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(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 on environment-related activities since the last report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section VI: Work to be Performed above; ii. soil grading and cut and fill actions; iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media; iv. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated with regulated substances; and v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be included). Groundwater d. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ along with any measures DEQ deems necessary to ensure that the Brownfields Property will be suitable for the uses specified in subparagraph 12.a. above while fully protecting public health and the environment. Should groundwater be encountered or exposed during any activity on the Brownfields Property, it shall be managed in accordance with the DEQ-approved EMP outlined in subparagraph 12.b., or a plan approved in
writing in advance by DEQ. Soil e. No activity that disturbs soil on the Brownfields Property may occur unless and
until DEQ states in writing, in advance of the proposed activity, that said activity may occur if
carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 12.a. above while fully protecting public health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24 inches;
ii. mowing and pruning of above-ground vegetation; iii. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency circumstances no later than the next business day, and that any
related assessment and remedial measures required by DEQ shall be taken; and
iv. in connection to work conducted in accordance with a DEQ-approved Environmental Management Plan (EMP) as outlined above in subparagraph 12.b. Final Grade Sampling
f. No use of the Brownfields Property where physical redevelopment has taken
place pursuant to a DEQ-approved EMP as outlined in subparagraph 12.b above may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling, pursuant to a plan approved in writing by DEQ, of any such redeveloped area(s) that is not
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covered by building foundations, sidewalks, asphaltic or concrete parking areas and driveways, or two feet of documented clean fill material. Soil Import and Export g. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.b. Vapor Intrusion
h. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may be occupied until DEQ determines in writing that:
i. the building is or would be protective of the building’s users and public
health from the risk of vapor intrusion based on site assessment data, or a site-specific risk assessment approved in writing by DEQ; or
ii. a vapor intrusion mitigation system (VIMS) has been:
1. designed to mitigate 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.
Property Access
i. Neither DEQ, nor any party conducting environmental assessment or remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property. Damage to wells j. The owner of any portion of the Brownfields Property where any existing, or subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
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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.
Chemical Storage and Use k. 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 constituents of fuels, lubricants and oils used in emergency generators, machinery, equipment and vehicles in on-board tanks integral to said equipment or in flammable liquid storage containers totaling no more than 25 gallons; and iii. as constituents of products and materials customarily used and stored in high density residential, retail, restaurant, parking and with DEQ’s prior written approval,
other commercial uses, provided that such products and materials are stored in original retail packaging and stored, used, and disposed of in accordance with applicable laws. Notification Upon Transfer l. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner conveying a leasehold interest may use the following mechanisms to comply with the obligations of this subparagraph as to leasehold interests: (i) If every lease or rider is identical in form, the owner conveying an interest may provide DEQ with a copy 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 (Notices and Submissions); or (ii) the owner conveying an interest may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XVII.
Land Use Restriction Update
m. During January of each year after the year in which the Notice referenced below in paragraph 16 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remain recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are being complied with. If ownership of any portion of the Brownfields Property is transferred, the grantor shall submit a LURU (as outlined above) which covers the
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period of time the grantor owned such portion of the Brownfields Property during the calendar year of the transfer. The submitted LURU shall state the following:
i. the Brownfields Property address, and the name, mailing address, telephone number, and contact person’s e-mail address of the owner, or board, association or approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a joint LURU is submitted, acquired any part of the Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone number, and contact person’s e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is submitted, transferred any part of the Brownfields Property during the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 12.h. above are performing as designed, and whether the uses of the ground
floors, including any tenant renovations, of any buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how, and under which precautions so as not to interfere with the operation of said system; and iv. A LURU submitted for rental units shall include enough of each lease (or rider or abstract) entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in subparagraph 12.l. of this Agreement. For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ Brownfields Property Management Branch referenced in subparagraph 31.a. of Exhibit A hereto, at the address stated therein. ENFORCEMENT The above land use restrictions shall be enforceable without regard to lack of privity of
estate or contract, lack of benefit to particular land, or lack of any property interest in particular
land. The land use restrictions shall be enforced by any owner of the Brownfields Property. The land use restrictions may also be enforced by DEQ through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of local government having jurisdiction over any part of the Brownfields Property; and by any person eligible for liability
protection under the Brownfields Property Reuse Act who will lose liability protection if the
restrictions are violated. Any attempt to cancel any or all of this Notice without the approval of the Secretary of DEQ (or its successor in function), or his/her delegate, shall be subject to enforcement by DEQ to the full extent of the law. Failure by any party required or authorized to enforce any of the above restrictions shall in no event be deemed a waiver of the right to do so thereafter as to the
same violation or as to one occurring prior or subsequent thereto. FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS When any portion of the Brownfields Property is sold, leased, conveyed or transferred,
pursuant to NCGS § 130A-310.35(d) the deed or other instrument of transfer shall contain in the
description section, in no smaller type than that used in the body of the deed or instrument, a statement that the Brownfields Property has been classified and, if appropriate, cleaned up as a Brownfields Property under the Brownfields Property Reuse Act.
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IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this _____ day of _______________, 20___.
South End Charlotte Owner, LLC By: __________________________________________ Brian Sewell
President NORTH CAROLINA _______________ COUNTY
I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: ________________________________.
Date: ___________________ ___________________________________ Official Signature of Notary
___________________________________ (Official Seal) Notary’s printed or typed name, Notary Public My commission expires: _____________________
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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: _________________________________________ ________________________ Bruce Nicholson, Chief Date
Brownfields Redevelopment Section Division of Waste Management

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EXHIBIT A

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY

IN THE MATTER OF: South End Charlotte Owner, LLC

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Fulbright Laboratories
OF 1997, NCGS § 130A-310.30, et seq. ) 1919, 1923 & 1933 South Boulevard
Brownfields Project No. 25073-21-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and South End Charlotte Owner, 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 1919, 1923, and 1933 South
Boulevard, Charlotte, Mecklenburg County (the “Brownfields Property”). A map showing the
location of the Brownfields Property that is the subject of this Agreement is attached hereto as
Exhibit 1.
The Prospective Developer is South End Charlotte Owner, LLC, a limited liability
company, headquartered at 3990 Hillsboro Pike, Suite 400, Nashville, Tennessee 37215. Its
President is Brian Sewell, of the same address.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and
limitations contained in Section X (Certification), Section XI (DEQ’s Covenant Not to Sue and
Reservation of Rights) and Section XII (Prospective Developer’s Covenant Not to Sue), the
potential liability of South End Charlotte Owner, LLC for contaminants at the Brownfields

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Property.
The Parties agree that South End Charlotte Owner, LLC’s entry into this Agreement, and
the actions undertaken by South End Charlotte Owner, LLC in accordance with the Agreement,
do not constitute an admission of any liability by South End Charlotte Owner, LLC for
contaminants at the Brownfields Property. The resolution of this potential liability, in exchange
for the benefit South End Charlotte Owner, 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 South End Charlotte Owner, 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
1919, 1923, and 1933 South Boulevard, Charlotte, NC 28203
(PIN 12105510) (formerly PINs 12105510, 12105519, and
12105521, respectively)
Acreage 0.92
Current Property Owner Prospective Developer

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BROWNFIELDS PROPERTY INFORMATION SUMMARY
Current Land Use(s) Partially occupied for commercial uses.
Site Vicinity Land Use(s)
Commercial uses. The Brownfields Property is bound to the
west by the intersection of South Boulevard and East Tremont
Avenue, to the east and northeast by a brownfields property
known as Taxi Cab Co - H&H Auto (BP# 25096-21-060),
and to the east and southeast by commercial properties that
are used for office purposes. Another brownfields property
known as Atherton Mill (BP# 10047-06-060) is located across
the intersection of E. Tremont Avenue and South Boulevard.
Proposed Reuse(s) High density residential, retail, restaurant, parking and with
DEQ’s prior written approval, other commercial uses
Public Benefits of Reuse
An increase in the Brownfields Property’s productivity; a spur
to additional community investment and redevelopment; the
creation of construction and commercial jobs; an increase in
tax revenue for affected jurisdictions; expanded use of public
transportation; and “smart growth” through use of land in an
already developed area.
Existing Land Use
Restrictions Prior to
Brownfields Agreement
None

ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations &
Contaminant Sources
The Brownfields Property was developed with buildings
(which included the current structure at 1923 South
Boulevard) consisting primarily of retail stores from the
1900s to 1920s. A beverage bottling facility also occupied
the site by the early 1920s. The Brownfields Property was
occupied by various businesses and operations from the 1930s
to the 1970s, including groceries, retailers, a construction
company, a roofing supply company, and a chemical
laboratory and manufacturing company. The current on-site
restaurant and office buildings at 1933 South Boulevard and
1919 South Boulevard, respectively, were constructed in the
late 1980s.
Current Operations/Activities
The 1919 South Boulevard building is currently used for
office space, the 1923 South Boulevard building is
unoccupied, and the 1933 South Boulevard building is
occupied by a bar/restaurant.
Contaminated Media
Soil: Semi-volatile organic compounds (SVOCs) and metals
were detected above Residential Preliminary Soil
Remediation Goals.

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ENVIRONMENTAL INFORMATION SUMMARY

Groundwater: Volatile organic compounds (VOCs) and
SVOCs were detected above NCAC 2L Groundwater Quality
Standards (2L Standards) and/or NC Vapor Intrusion
Groundwater Screening Levels. Barium, chromium, and lead
were detected above 2L Standards.

Soil Gas: VOCs were detected at concentrations exceeding
NC Residential Soil Gas Screening Levels in exterior soil
vapor and sub-slab vapor samples.
ID Numbers/Permits None known
Onsite Receptors Considered Future residents and construction workers
Potential Offsite Receptors
Considered
i. The NCBP Receptor Survey is on file.
ii. Water supply wells: No water supply wells were
identified within 1,500 ft of the Brownfields
Property.
iii. Buildings on adjacent properties.

Potential offsite migration
pathways
Groundwater: VOCs and SVOCs were detected in
groundwater.

Soil Vapor: VOCs via underground utilities

4. Environmental reports regarding the Brownfields Property referred to hereinafter as
the “Environmental Reports,” include those that the Prospective Developer obtained or
commissioned regarding the Brownfields Property:
Title Prepared by Date of Report
Phase I Environmental Site Assessment Hart & Hickman August 16, 2021
Phase II Environmental Site Assessment Hart & Hickman October 15, 2021
Groundwater Assessment Report Hart & Hickman May 24, 2022

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

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been limited to obtaining or commissioning the Environmental Reports; a related entity
(Southern Land Company, LLC) preparing and submitting to DEQ a Brownfields Property
Application (BPA) dated September 9, 2021; preparing and submitting to DEQ an amendment to
the BPA on May 6, 2022, substituting South End Charlotte Owner, LLC as Prospective
Developer; conducting environmental due diligence; purchasing former PINs 12105510,
12105519, and 12105521 on March 21, 2022; recombining the parcels into a single parcel with
PIN 12105510 on August 16, 2023; and overseeing tenant office and bar/restaurant operations
following its purchase.
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;

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d. Prospective Developer has or can obtain the financial, managerial, and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
7. The Parties agree that a $30,000 “Redevelopment Now” fee Prospective Developer
has paid suffices as the $2,000 fee to seek a brownfields agreement required by NCGS § 130A-
310.39(a)(1), and, within the meaning of NCGS § 130A-310.39(a)(2), the full cost to DEQ and
the North Carolina Department of Justice of all activities related to this Agreement, unless a
change is sought to a Brownfields document after it is in effect, in which case there shall be an
additional fee of at least $1,000.
V. BENEFIT TO COMMUNITY
8. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
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 350 temporary construction jobs and an unknown number of
full-time commercial jobs associated with the retail ground-floor ;
d. an increase in tax revenue for affected jurisdictions;
e. expanded use of public transportation which reduces traffic, improves air

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quality, and reduces our carbon footprint; and
f. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
g. additional high-density residential, retail, parking, and other commercial space
for the area.

VI. WORK TO BE PERFORMED
9. The guidelines within which the desired results under this Agreement are to be
accomplished, including parameters, principles, and policies as to: field procedures, laboratory
testing, Brownfields Redevelopment Section requirements, and remedial or mitigation measures,
are (each as embodied in its most current version):
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 Redevelopment Section Assessment Work Plan Checklist; and
d. the Brownfields Survey Plat Checklist.
10. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) credit categories incorporated into the U.S. Green Building Council
Leadership in Energy and Environmental Design (LEED) certification program (Integrative
Process, Location and Transportation, Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Innovation, and Regional

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Priority), or a similar program.
11. Based on the information in the Environmental Reports, other available information,
and subject to imposition of and compliance with the land use restrictions set forth below, and
subject to Section XI of this Agreement (DEQ’s Covenant Not to Sue and Reservation of
Rights), DEQ is not requiring Prospective Developer to perform any active remediation at the
Brownfields Property other than remediation that may be required pursuant to a DEQ-approved
Environmental Management Plan (EMP) as specified in subparagraph 12.b. below.
VII. LAND USE RESTRICTIONS
12. By way of the Notice of Brownfields Property referenced below in paragraph 16,
Prospective Developer shall impose the following land use restrictions under the Act, running
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.
Land Uses
a. No use may be made of the Brownfields Property other than for high density
residential, retail, restaurant, parking and with DEQ’s prior written approval, other commercial
uses. These land uses and their definitions below apply solely for purposes of this Agreement,
and do not waive any local zoning, rule, regulation, or permit requirements:
i. “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

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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.
ii. “Retail” defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and/or beverage products.
iii. “Restaurant” defined as a commercial business establishment that
prepares and/or serves food and/or beverages to patrons.
iv. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same.
v. “Commercial” as an enterprise carried on for profit or nonprofit by the
owner, lessee or licensee, with the exception of educational space and childcare facilities.
Environmental Management Plan
b. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the

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Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. demolition of existing buildings, if applicable;
ii. issues related to known or potential sources of contamination, including
without limitation those resulting from contamination identified in paragraph 3 above;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and
iv. plans for the proper characterization and DEQ approval of both fill soil
before import to the Brownfields Property and the disposition of all soil excavated from the
Brownfields Property during redevelopment.

Redevelopment Summary Report
c. No later than January 31 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 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).
Groundwater
d. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ along with any measures DEQ deems necessary to
ensure that the Brownfields Property will be suitable for the uses specified in subparagraph 12.a.
above while fully protecting public health and the environment. Should groundwater be
encountered or exposed during any activity on the Brownfields Property, it shall be managed in
accordance with the DEQ-approved EMP outlined in subparagraph 12.b., or a plan approved in
writing in advance by DEQ.
Soil
e. 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

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will be suitable for the uses specified in subparagraph 12.a. above while fully protecting public
health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24 inches;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be
given written notice at least seven days in advance of a scheduled repair (if only by email) of any
such repair, or in emergency circumstances no later than the next business day, and that any
related assessment and remedial measures required by DEQ shall be taken; and
iv. in connection to work conducted in accordance with a DEQ-approved
Environmental Management Plan (EMP) as outlined above in subparagraph 12.b.
Final Grade Sampling
f. No use of the Brownfields Property where physical redevelopment has taken
place pursuant to a DEQ-approved EMP as outlined in subparagraph 12.b above may occur until
the then owner of the Brownfields Property conducts representative final grade soil sampling,
pursuant to a plan approved in writing by DEQ, of any such redeveloped area(s) that is not
covered by building foundations, sidewalks, asphaltic or concrete parking areas and driveways,
or two feet of documented clean fill material.
Soil Import and Export
g. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.b.

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Vapor Intrusion
h. No enclosed building may be constructed on the Brownfields Property and no
existing building, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced in paragraph 16 below, may be occupied until DEQ determines in writing that:
i. the building is or would be protective of the building’s users and public
health from the risk of vapor intrusion based on site assessment data, or a site-specific risk
assessment approved in writing by DEQ; or
ii. a vapor intrusion mitigation system (VIMS) has been:
1. designed to mitigate 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

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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.
Property Access
i. Neither DEQ, nor any party conducting environmental assessment or
remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or
agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
Damage to wells
j. The owner of any portion of the Brownfields Property where any existing, or
subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
or its tenants shall be responsible for repair of any such wells to DEQ’s written satisfaction and
within a time period acceptable to DEQ, unless compliance with this land use restriction is
waived in writing by DEQ in advance.
Chemical Storage and Use
k. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ
in writing if additional contaminants in excess of applicable standards are discovered at the

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Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as constituents of fuels, lubricants and oils used in emergency
generators, machinery, equipment and vehicles in on-board tanks integral to said equipment or in
flammable liquid storage containers totaling no more than 25 gallons; and
iii. as constituents of products and materials customarily used and stored
in high density residential, retail, restaurant, parking and with DEQ’s prior written approval,
other commercial uses, provided that such products and materials are stored in original retail
packaging and stored, used, and disposed of in accordance with applicable laws.
Notification Upon Transfer
l. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County
land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XVII (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner conveying a leasehold interest may use the following mechanisms to comply
with the obligations of this subparagraph as to leasehold interests: (i) If every lease or rider is

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identical in form, the owner conveying an interest may provide DEQ with a copy 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 (Notices and Submissions); or (ii) the
owner conveying an interest may provide abstracts of leases, rather than full copies of said
leases, to the persons listed in Section XVII.
Land Use Restriction Update
m. During January of each year after the year in which the Notice referenced
below in paragraph 16 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remain recorded at the Mecklenburg County Register of Deeds office and that the
land use restrictions are being complied with. If ownership of any portion of the Brownfields
Property is transferred, the grantor shall submit a LURU (as outlined above) which covers the
period of time the grantor owned such portion of the Brownfields Property during the calendar
year of the transfer. The submitted LURU shall state the following:
i. the Brownfields Property address, and the name, mailing address,
telephone number, and contact person’s e-mail address of the owner, or board, association or
approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a
joint LURU is submitted, acquired any part of the Brownfields Property during the previous
calendar year;

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ii. the transferee’s name, mailing address, telephone number, and contact
person’s e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is
submitted, transferred any part of the Brownfields Property during the previous calendar year;
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 12.h. above are performing as designed, and whether the uses of the ground
floors, including any tenant renovations, of any buildings containing such vapor barrier and/or
mitigation systems have changed, and, if so, how, and under which precautions so as not to
interfere with the operation of said system; and
iv. A LURU submitted for rental units shall include enough of each
lease (or rider or abstract) entered into during the previous calendar year to demonstrate
compliance with lessee notification requirements in subparagraph 12.l. of this Agreement.
13. 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.
14. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VIII. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
15. In addition to providing access to the Brownfields Property pursuant to subparagraph

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12.i. above, while Prospective Developer owns the Brownfields Property, 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.
16. 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 Mecklenburg County,
North Carolina, Register of Deeds’ Office. Within three (3) days thereafter, Prospective
Developer shall furnish DEQ a copy of the documentary component of the Notice containing a
certification by the register of deeds as to the Book and Page numbers where both the

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

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IX. DUE CARE/COOPERATION
19. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property while Prospective
Developer owns the Brownfields Property, the Prospective Developer shall immediately take all
appropriate action to prevent, abate, or minimize such release or threat of release, shall comply
with any applicable notification requirements under NCGS § 130A-310.1 and 143-215.85,
Section 103 of CERCLA, 42 USC § 9603, and/or any other law, and shall immediately notify the
DEQ Official referenced in subparagraph 31.a. below of any such required notification.
X. CERTIFICATION
20. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
paragraph 12.a. of this Agreement. Prospective Developer also certifies that to the best of its
knowledge and belief it has fully and accurately disclosed to DEQ all information known to
Prospective Developer and all information in the possession or control of its officers, directors,
employees, contractors and agents which relates in any way to any past use of regulated
substances or known contaminants at the Brownfields Property and to its qualification for this

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

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

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Developer as to liabilities beyond the scope of the Act.
23. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
24. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 21 through 23 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
XII. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
25. In consideration of DEQ’s Covenant Not To Sue in Section XI of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any
action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.
XIII. PARTIES BOUND
26. This Agreement shall apply to and be binding upon DEQ, and on the Prospective
Developer, its officers, directors, employees, and agents. Each Party’s signatory to this
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.

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XIV. DISCLAIMER
27. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
28. Except for the land use restrictions set forth in paragraph 12 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XV. DOCUMENT RETENTION
29. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,

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the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XVI. PAYMENT OF ENFORCEMENT COSTS
30. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section VI (Work to be Performed) and Section
VII (Land Use Restrictions), it shall be liable for all litigation and other enforcement costs
incurred by DEQ to enforce this Agreement or otherwise obtain compliance.
XVII. NOTICES AND SUBMISSIONS
31. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a
change in contact information or delivery method, all notices and submissions pursuant to this
Agreement shall be sent by prepaid first-class U.S. Mail or courier service, as follows:
a. for DEQ:
Brownfields Property Management Branch (or successor in function)
N.C. Division of Waste Management
Brownfields Redevelopment Section
Mail Service Center 1646

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Raleigh, NC 27699-1646

b. for Prospective Developer:

Brian Sewell (or successor in function)
South End Charlotte Owner, LLC
3990 Hillsboro Pike, Suite 400
Nashville, TN, 37215

Notices and submissions sent by prepaid first-class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVIII. EFFECTIVE DATE
32. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in NCGS § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and to invalidate its signature on this Agreement.
XIX. TERMINATION OF CERTAIN PROVISIONS
33. If any Party believes that any or all of the obligations under Section VIII
(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)

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in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XX. CONTRIBUTION PROTECTION
34. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
35. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
36. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XXI. PUBLIC COMMENT
37. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
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

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property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By:
____________________________________________________________________________
Bruce Nicholson Date
Chief, Brownfields Redevelopment Section

IT IS SO AGREED:
South End Charlotte Owner, LLC
By:
____________________________________________________________________________
Brian Sewell Date
President
Copyright:© 2013 National Geographic Society, i-cubed
SITE LOCATION MAP
)8/%5,*+7/$%25$725,(6%52:1),(/'63523(57<
1919, 1923, $1'1933 SOUTH BOULEVARD
CHARLOTTE, NORTH CAROLINA
DATE: 8-9-21
JOB NO: SLC-001
REVISION NO: 0
FIGURE NO: 1
2923 South Tryon Street - Suite 100
Charlotte, North Carolina 28203
704-586-0007 (p) 704-586-0373 (f)
License # C-1269 / # C-245 Geology
TITLE
PROJECT
0 2,000 4,000
SCALE IN FEET
SITE
Path: S:\AAA-Master Projects\Southern Land Company\SLC-001 South Boulevard Assemblage\Phase I ESA\Figures\Figure-1.mxdN
U.S.G.S. QUADRANGLE MAP
CHARLOTTE WEST, NORTH CAROLINA 2013
CHARLOTTE EAST, NORTH CAROLINA 2013
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
EXHIBIT 1

Fulbright Labs/25073-21-060/20231109

1
Exhibit 2 Brownfields Property Name: Fulbright Laboratories
Brownfields Project Number: 25073-21-060

The following table sets forth, for contaminants present at the Brownfields Property above unrestricted use standards or screening levels as reported in the Environmental Reports in
paragraph 4 of the Brownfields Agreement to which this is an exhibit, the concentration found at
each sample location, and the applicable standard or screening level. Screening levels and standards are shown for reference only and are not set forth as cleanup or mitigation levels for purposes of this Agreement.
GROUNDWATER
Groundwater contaminants in micrograms per liter (µg/L, 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, 2022 version):

Groundwater Contaminant Sample Location
Date of
Sampling
Concentration Exceeding
Standard (µg/L)
Standard
(µg/L)
Chromium
TMW-3 8/24/2021 18
10 TMW-6 3/31/2022 85.3
TMW-7 4/1/2022 22.4
TMW-8 4/1/2022 235
cis-1,2-Dichloroethylene
TMW-2 8/24/2021 2,390 70 GW-DUP1 8/24/2021 2,280
trans-1,2-
Dichloroethylene
TMW-2 8/24/2021 273 100 GW-DUP1 8/24/2021 291
Lead
TMW-6 3/31/2022 32.1
15 TMW-7 4/1/2022 24.9
TMW-8 4/1/2022 171
Tetrachloroethylene
TMW-2 8/24/2021 4.24 J
0.7 GW-DUP1 8/24/2021 5.54
TMW-6 3/31/2022 4.95
Trichloroethylene TMW-2 8/24/2021 67.9 3 GW-DUP1 8/24/2021 74.5
Vinyl Chloride TMW-2 8/24/2021 167 0.03 GW-DUP1 8/24/2021 178
1 Duplicate sample of TMW-2
J = compound was detected above the laboratory method detection limit, but below the laboratory
reporting limit resulting in a laboratory estimated concentration.

Fulbright Labs/25073-21-060/20231109

2
GROUNDWATER VAPOR INTRUSION RISK
Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter
(µg/m3, the equivalent of parts per billion), the vapor intrusion screening levels for which are contained in the Division of Waste Management Vapor Intrusion Guidance, Residential Vapor Intrusion Screening Levels (VISL) (July 2023 version):

Groundwater Contaminant with Potential for Vapor
Intrusion

Sample Location Date of Sampling
Concentration
Exceeding Screening
Level (µg/L)
Residential VI
Screening Level1
(µg/L)
cis-1,2-Dichloroethylene TMW-2 8/24/2021 2,390 50 GW-DUP2 8/24/2021 2,280
trans-1,2-
Dichloroethylene
TMW-2 8/24/2021 273 22 GW-DUP2 8/24/2021 291
Naphthalene TMW-2 8/24/2021 5.42 J 4.6
Trichloroethylene
TMW-2 8/24/2021 67.9
1.0 GW-DUP2 8/24/2021 74.5
TMW-6 3/31/2022 2.51
Vinyl Chloride TMW-2 8/24/2021 167 0.15 GW-DUP2 8/24/2021 178 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 Duplicate sample of TMW-2
J = compound was detected above the laboratory method detection limit, but below the laboratory reporting limit resulting in a laboratory estimated concentration.

Fulbright Labs/25073-21-060/20231109

3
SOIL Soil contaminants in milligrams per kilogram (mg/kg, 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 (July 2023):

Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration Exceeding Screening Level (mg/kg)
Residential Screening Level1 (mg/kg)
Arsenic2
SB-1 0.5-2 8/23/2021 2.90
0.68
SB-2 0-2 8/23/2021 5.31
SB-3 1-3 8/24/2021 3.35
SB-DUP-13 1-3 8/24/2021 3.32
SB-4 2-4 8/23/2021 1.51
Benzo(a)anthracene SB-2 0-2 8/23/2021 1.29 1.1
Benzo(a)pyrene
SB-2 0-2 8/23/2021 1.75
0.11 SB-3 1-3 8/24/2021 0.649 J
SB-DUP-13 1-3 8/24/2021 1.21
Benzo(g,h,i)perylene
SB-2 0-2 8/23/2021 1.00
NSE SB-3 1-3 8/24/2021 0.360 J
SB-DUP-13 1-3 8/24/2021 0.675 J
Hexavalent Chromium SB-1 0.5-2 8/23/2021 0.58 J 0.31
Indeno(1,2,3-
cd)pyrene SB-2 0-2 8/23/2021 1.18 1.1
Phenanthrene
SB-2 0-2 8/23/2021 0.930
NSE SB-3 1-3 8/24/2021 0.638 J
SB-DUP-13 1-3 8/24/2021 2.86
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.
NSE – No screening level established 2 Concentrations may represent naturally occurring/background levels in soil 3 Duplicate sample of SB-3
J = compound was detected above the laboratory method detection limit, but below the laboratory
reporting limit resulting in a laboratory estimated concentration.

Fulbright Labs/25073-21-060/20231109

4
EXTERIOR SOIL GAS
Soil gas contaminants in micrograms per cubic meter (µg/m3), the screening levels for
which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste Management (July 2023 version):
Soil Gas Contaminant Sample Location Date of Sampling
Concentration
Exceeding
Screening
Level (µg/m3)
Residential
Screening
Level1
(µg/m3)
Benzene SG-2 8/25/2021 24.7 J 12 SG-3 8/25/2021 103
Chloroform SG-3 8/25/2021 10.7 4.1
Ethylbenzene SG-3 8/25/2021 117 37
4-Ethyltoluene
SG-1 8/25/2021 1.42 J
NSE SG-DUP-12 8/25/2021 1.23 J
SG-3 8/25/2021 76.6
Naphthalene
SG-1 8/25/2021 46.7
2.8 SG-DUP-12 8/25/2021 44.8
SG-3 8/25/2021 10.9
Trichlorofluoromethane
SG-1 8/25/2021 2.70 J
NSE SG-DUP-12 8/25/2021 2.49 J
SG-3 8/25/2021 3.21 J
Vinyl Chloride SG-3 8/25/2021 18.2 5.6
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 Duplicate sample of SG-1 NSE – Screening level or regulatory standard not established.
J = compound was detected above the laboratory method detection limit, but below the laboratory
reporting limit resulting in a laboratory estimated concentration.

Fulbright Labs/25073-21-060/20231109

5
SUB-SLAB VAPOR

Soil gas contaminants in micrograms per cubic meter (µg/m3), the screening levels for which are
derived from Residential Vapor Intrusion Screening Levels of the Division of Waste
Management (July 2023 version):

Soil Gas Contaminant Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening
Level (µg/m3)
Residential
Screening
Level1
(µg/m3)
Ethylbenzene SSV-1 8/24/2021 254 37
4-Ethyltoluene
SSV-1 8/24/2021 27.1
NSE SSV-2 8/24/2021 2.33 J
SSV-3 8/24/2021 2.16 J
Trichlorofluoromethane
SSV-1 8/24/2021 1.89 J
NSE SSV-2 8/24/2021 5.84
SSV-3 8/24/2021 7.51
Xylene (Total) SSV-1 8/24/2021 1,540 700
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening
levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
NSE – Screening level or regulatory standard not established.
J = compound was detected above the laboratory method detection limit, but below the
laboratory reporting limit resulting in a laboratory estimated concentration.

3015030DateGraphicScaleText Scale: 1"=30'Project Number: 2200339.00Date: 11/08/2023Drawn By: YLGReviewed By: SFMSheet 1 of 3Sealed By: SFMPlot Date: 11/08/2023##/##/##No.ByRevision1234Vicinity Map - Not to ScalePoint Legend:SymbolAbbrDescription-Monumentation-EIP Existing Iron Pipe IPSIron Pin Set (#5 Rebar)PTCalculated Point-Miscellaneous-N/FNow or FormerlyCGFCombined Grid FactorR/WRight-of-WayDB Deed BookMBMap BookLine Legend:SymbolDescriptionBrownfields Property BoundaryAdjoiner Property LineRight of WayExisting EasementFuture Right-of-WayGPI Geospatial, Inc.201 West 29th StreetCharlotte, NC 28206Phone: [phone]Fax: [phone]License No.: F-1388www.gpinet.comEXHIBIT Bto the Notice of Brownfields Property -SURVEY PLATOwner: South End Charlotte Owner, LLCProspective Developer:South End Charlotte Owner, LLC1919, 1923, & 1933 South BoulevardCity of Charlotte, Mecklenburg CountyNorth CarolinaBrownfields Project Name: Fulbright LaboratoriesBrownfields Project No: 25073-21-060Deed Reference: 37168-822Tax Parcel No: 12105510Sample Location:SymbolDescriptionSoil Sample LocationGroundwater Sample LocationSoil and Groundwater Sample LocationSoil Gas Sample LocationSub-Slab Vapor Sample Location
3015030DateGraphicScaleText Scale: 1"=30'Project Number: 2200339.00Date: 11/08/2023Drawn By: YLGReviewed By: SFMSheet 2 of 3Sealed By: SFMPlot Date: 11/08/2023##/##/##No.ByRevision1234Vicinity Map - Not to ScaleGPI Geospatial, Inc.201 West 29th StreetCharlotte, NC 28206Phone: [phone]Fax: [phone]License No.: F-1388www.gpinet.comEXHIBIT Bto the Notice of Brownfields Property -SURVEY PLATOwner: South End Charlotte Owner, LLCProspective Developer:South End Charlotte Owner, LLC1919, 1923, & 1933 South BoulevardCity of Charlotte, Mecklenburg CountyNorth CarolinaBrownfields Project Name: Fulbright LaboratoriesBrownfields Project No: 25073-21-060Deed Reference: 37168-822Tax Parcel No: 12105510
3015030DateGraphicScaleText Scale: 1"=30'Project Number: 2200339.00Date: 11/08/2023Drawn By: YLGReviewed By: SFMSheet 3 of 3Sealed By: SFMPlot Date: 11/08/2023##/##/##No.ByRevision1234Vicinity Map - Not to ScaleGPI Geospatial, Inc.201 West 29th StreetCharlotte, NC 28206Phone: [phone]Fax: [phone]License No.: F-1388www.gpinet.comEXHIBIT Bto the Notice of Brownfields Property -SURVEY PLATOwner: South End Charlotte Owner, LLCProspective Developer:South End Charlotte Owner, LLC1919, 1923, & 1933 South BoulevardCity of Charlotte, Mecklenburg CountyNorth CarolinaBrownfields Project Name: Fulbright LaboratoriesBrownfields Project No: 25073-21-060Deed Reference: 37168-822Tax Parcel No: 12105510
CHAR2\2690349v1
Exhibit C: Legal Description Fulbright Laboratories Brownfields Property
NCBP # 25073-21-060 That certain parcel of land lying and being situate in the City of Charlotte, Mecklenburg County, North
Carolina, being the same property as described in Deed Book 37168, page 822 of the Mecklenburg County Registry, and being more particularly described as follows:
BEGINNING at an existing #4 rebar with North Carolina Grid Coordinates: N:536501.13, E:1444843.73 marking the northernmost corner of WP 1920 Cleveland LLC (now or formerly) as described in Deed Book 32948, page 810; THENCE with the northerly line of the aforementioned WP 1920 Cleveland LLC and Make-A-Wish Foundation of Central & Western North Carolina Inc (now or formerly) South 43 degrees 15 minutes 37 seconds West, a distance of 201.33 feet to point marking the northern right of way of East Tremont Avenue, a 60’ public right of way as described in Map Book 230, page 60 and Map Book 332, page 214; THENCE along the northern right of way of Tremont Avenue North 46 degrees 41 minutes 15 seconds West, a distance of 203.21 feet to a new #5 rebar marking the intersection of Tremont Avenue and
South Boulevard an 80’ public right of way as described in Ownership File 621, page 1; THENCE with the southern right of way of South Boulevard North 43 degrees 25 minutes 05 seconds East, a distance of 201.33 feet to an existing #4 rebar marking the westernmost corner of CRD Dilworth II, LLC (now or
formerly) as described in Deed Book 36874, page 699; THENCE with the southwestern line of the aforementioned CRD Dilworth II, LLC South 46 degrees 41 minutes 15 seconds East, a distance of 202.66 feet to the POINT OF BEGINNING, having an area of 0.938 Acres, more or less.