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HomeMy WebLinkAbout17046_WLewisSt_PCPkg_20240219NOTICE OF INTENT TO REDEVELOP A BR0WNFIELDS PROPERTY Brownfields Property Name: West Lewis Street Brownfields Project Number: 17046-13-041 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 February 26, 2024, 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 Redevelopment Section Chief Division of Waste Management NC Department of Environmental Quality 1646 Mail Service Center Raleigh, North Carolina 27699-1646 WLewis St/17046-13-041/19Feb2024 SUMMARY OF NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY Brownfields Property Name: West Lewis Street Brownfields Project Number: 17046-13-041 Pursuant to the North Carolina Brownfields Property Reuse Act (the "Act") authorized by North Carolina General Statutes (NCGS) § 130A-310.30 through 130A-310.40, and specifically pursuant to NCGS § 130A-310.34, AZ Development, LLC, as Prospective Developer, has filed with the North Carolina Department of Environmental Quality ("DEQ") a Notice of Intent to Redevelop a Brownfields Property (`Brownfields Property") located at 109, 117-B 1, and 120 W. Lewis Street, Greensboro, Guilford County. The Brownfields Property, which is the former site of the Model Linen dry cleaners and other drycleaning operations, auto repair, bottling works, and other commercial uses, has committed itself to redevelop the Brownfields Property for no uses other than retail, restaurant, beverage or food production facility, office, event space, and subject to DEQ's prior written approval, other commercial uses. The Notice of Intent to Redevelop a Brownfields Property includes: (1) a proposed Brownfields Agreement between DEQ and AZ Development, LLC, which in turn includes (a) a map showing the location of the Property, (b) a description of the contaminants involved and their concentrations in the media of the Property, (c) the above -stated description of the intended future use of the Brownfields Property, and (d) proposed investigation and remediation; and (2) a proposed Notice of Brownfields Property prepared in accordance with NCGS § 130A-310.35. The full Notice of Intent to Redevelop a Brownfields Property may be reviewed at the Greensboro Public Library, 219 N. Church Street, Greensboro, NC 27401 by contacting Neil Clark at (336) 373-2471 or at neil.clarkngreensboro-nc.gov; or at the offices of the N.C. Brownfields Redevelopment Section, 217 West Jones Street, Raleigh, NC or by contacting Shirley Liggins at that address, at shirley.liggins(d),deq.nc.gov, or at (919) 707-8383. The full Notice of Intent to Redevelop a Brownfields Property may be reviewed online at the DEQ public record database, Laserfiche, by entering the project number 17046-13-041 into the search bar at the following web address: https:Hedocs.deq.nc.gov/WasteMana eg ment/ 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 this Notice 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 February 26, 2024 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 public comments and public meeting requests should be addressed as follows: Bruce Nicholson, Chief Brownfields Redevelopment Section Division of Waste Management NC Department of Environmental Quality 1646 Mail Service Center Raleigh, North Carolina 27699-1646Rede WLewis St/17046-13-041/19F62024 Property Owner: AZ Development, LLC & Boxcar GSO Holdings, LLC Recorded in Book , Page Associated plat recorded in Plat Book , Page NOTICE OF BROWNFIELDS PROPERTY Brownfields Property Name: West Lewis Street Brownfields Project Number: 17046-13-041 This documentary component of a Notice of Brownfields Property ("Notice"), as well as the plat component, have been filed this day of , 20_ by AZ Development, LLC ("Prospective Developer"). This Notice concerns contaminated property. A copy of this Notice certified by the North Carolina Department of Environmental Quality ("DEQ") is required to be filed in the Register of Deeds' Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes ("NCGS"), § 130A-310.35(b). This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to public health or the environment posed by environmental contamination at a property (`Brownfields Property") being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9, Part 5 ("Act"). Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this Notice within 15 days of Prospective Developer's receipt of DEQ's approval of the Notice or Prospective Developer's entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not the owner, also under the Prospective Developer's name. The Brownfields Property is located at 109, 117-B 1, and 120 W. Lewis Street, Greensboro, Guilford County and is comprised of three parcels totaling about 1.22 acres. The former uses of the Brownfields Property include drycleaning, auto repair, storage, and other commercial uses. The Prospective Developer plans to redevelop the Brownfields Property for no uses other than West Lewis St/17046-13-041/19Feb2024 retail, restaurant, beverage or food production facility, office, event space, and subject to DEQ's prior written approval, other commercial uses. Contamination exists in site groundwater, sub -slab vapor, indoor air, and crawl space air. 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: 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. As referenced in paragraph 3 above, for Parcel 7864640041 (120 W. Lewis Street), there were previous land use restrictions recorded by way of the Model Linen Notice of West Lewis St/ 17046-13-041/19Feb2024 2 Brownfields Property at the Guilford County Register of Deeds on September 14, 2006 (Book 6599, Page 1539-1564), and by an associated brownfields survey plat recorded on July 19, 2006 in Plat Book 166, Page 1 as part of a previous brownfields agreement (Brownfields Project No. 08007-04-041). The land use restrictions placed herein supersede and replace the original land use restrictions recorded for Parcel 7864640041 with those set forth in this paragraph. 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 retail, restaurant, beverage or food production facility, office, event space, and subject to 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. "Retail" is defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service, open air markets, festivals, food halls, and the sales of food and beverage products, including from mobile establishments such as food trucks. ii. "Restaurant" is defined as a commercial business establishment that prepares and serves food and beverages, including alcoholic beverages under all applicable local, state, and federal regulations, to patrons. iii. "Beverage or Food Production Facility" is defined as an establishment for the manufacture, sale and distribution of beverages or food products, including without limitation beer, ale, and/or distilled spirits. iv. "Office" is defined as a place where business or professional services are provided. v. "Event space" is defined as a location where private or public gatherings may be held, including family or company gatherings for social or business occasions, or other entertainment -related gatherings such as charitable events, festivals, theater, musical or other shows, which may include an outdoor stage, and the preparation and serving of food and beverages, including alcoholic beverages, under all applicable local, state and federal regulations to guests. vi. "Commercial" is defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. Specific Prohibitions b. The Brownfields Property may not be used for childcare centers, adult care centers, or schools without the prior written approval of DEQ. c. The Brownfields Property may not be used for residential use without the prior written approval of DEQ. d. The Brownfields Property may not be used for dry cleaning operations using chlorinated solvents. West Lewis St/17046-13-041/19Feb2024 3 Environmental Management Plan e. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan ("EMP") approved in writing by DEQ in advance (and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: i. demolition of existing buildings, if applicable; ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph 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 f. Within 90 days after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment -related activities since the last report, with a summary and drawings, that describes: i. actions taken on the Brownfields Property in accordance with Section VI: Work to be Performed above; ii. soil grading and cut and fill actions; iii. methodology(ies) employed for field screening, sampling and laboratory analysis of environmental media; iv. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater, or other materials suspected or confirmed to be contaminated with regulated substances; and v. removal of any contaminated soil, water, or other contaminated materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be included). West Lewis St/17046-13-041/19Feb2024 4 Groundwater g. 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.e. above, or a plan approved in writing in advance by DEQ. Soil h. No activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 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 in subparagraph 12.e. 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 in paragraph 12.e. Vapor Intrusion j. No disturbance or alteration of the slab or crawl spaces within the existing building footprints, as depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may occur unless in accordance with a DEQ-approved EMP, or unless in the case of emergency circumstances for repair of underground infrastructure, in which case DEQ shall be provided written notice no later than the next business day and any related assessment and remedial measures required by DEQ shall be taken. k. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may be occupied for residential use 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: West Lewis St/17046-13-041/19Feb2024 5 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. Surface Water 1. Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ. Property Access in. 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. Abandonment of Monitoring Wells n. Within 60 days after the effective date of this Agreement or prior to land disturbance activities, whichever occurs first, Prospective Developer shall abandon all monitoring wells, injection wells, recovery wells, piezometers and other manmade points of groundwater access at the Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results. Damage to Wells o. Except for the work related to subparagraph 12.n. above, 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, the owner 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. West Lewis St/17046-13-041/19Feb2024 6 Notifications upon Transfer p. 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 Guilford County land records, Book , Page " A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this 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. Separating Old from New Contamination q. 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: in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; ii. as constituents of fuels, lubricants and oils 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; or iii. as constituents of products and materials customarily used and stored in retail, restaurant, beverage or food production facility, office, event space, and subject to DEQ's prior written approval, other commercial use environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws. Land Use Restrictions r. 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 1 st of that year shall submit a notarized Land Use Restrictions Update ("LURU") to DEQ, and to the chief public health and environmental officials of Guilford County, certifying that, as of said January 1 st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Guilford 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 they owned such portion of the Brownfields Property. The submitted LURU shall state the following: i. the Brownfields Property address, and the name, mailing address, West Lewis St/17046-13-041/19F62024 7 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.j. 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. whether any existing building slabs and crawl spaces remain undisturbed and unaltered as required by subparagraph 12.j. above and are being inspected annually, including an annual photograph, and maintained to prevent exposure to sub -slab or crawl space vapors. 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. West Lewis St/17046-13-041/19Feb2024 8 IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this day of , 20 Lo NORTH CAROLINA COUNTY AZ Development, LLC Andrew Zimmerman Manager 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 Seal) Official Signature of Notary Notary's printed or typed name, Notary Public My commission expires: West Lewis St/17046-13-041/19Feb2024 9 ACKNOWLEDGMENT OF PROPERTY OWNER As the current owner, or representative of said owner, of at least part of the Brownfields Property, I hereby acknowledge recordation of this Notice of Brownfields Property and the land use restrictions contained herein. Boxcar GSO Holdings, LLC By: Jerrad F. Bement, President Date 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 Notary's printed or typed name, Notary Public (Official Seal) My commission expires: West Lewis St/17046-13-041/19Feb2024 10 ************************************ 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 Bruce Nicholson, Chief Date Brownfields Redevelopment Section Division of Waste Management West Lewis St/17046-13-041/19Feb2024 11 EXHIBIT A NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: AZ Development, LLC UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) West Lewis Street OF 1997, NCGS § 130A-310.30, et SeMc . ) 109, 117-B 1, & 120 W. Lewis Street Brownfields Project No. 17046-13-041 ) Greensboro, Guilford County 1. INTRODUCTION This Brownfields Agreement ("Agreement") is entered into by the North Carolina Department of Environmental Quality ("DEQ") and AZ Development, LLC (collectively the "Parties") pursuant to the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30, et SeMc . (the "Act") for the property located at 109, 117-B 1, & 120 W. Lewis Street, Greensboro, Guilford County (the "Brownfields Property"). This parcel assemblage also formerly was associated with the following addresses: 111, 115, and 117 W. Lewis Street. 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 AZ Development, LLC, a limited liability company, with its principal office at 3412 Old Onslow Road, Greensboro, NC 27407. Its manager is Andrew Zimmerman 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 West Lewis Street/ 17046-13-041/19Feb2024 Reservation of Rights) and Section XII (Prospective Developer's Covenant Not to Sue), the potential liability of AZ Development, LLC for contaminants at the Brownfields Property. The Parties agree that AZ Development, LLC's entry into this Agreement, and the actions undertaken by AZ Development, LLC in accordance with the Agreement, do not constitute an admission of any liability by AZ Development, LLC for contaminants at the Brownfields Property. The resolution of this potential liability, in exchange for the benefit AZ Development, 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 AZ Development, LLC. III. BROWNFIELDS PROPERTY INFORMATION SUMMARY 3. Relevant information about the history, ownership, and uses of the Brownfields Property is provided in the following summary table. Refer to the Exhibit 2 to this Agreement that presents data tables of the contaminants present at the Brownfields Property at concentrations above their applicable standards or screening levels for each media sampled. BROWNFIELDS PROPERTY INFORMATION SUMMARY Parcel Address(es) & Parcel 3 parcels: 109, 117-B 1, & 120 W. Lewis Street, Greensboro, IDS Guilford County, Tax ID: 7864631801, 7864539880, and 7864640041, respectively (formerly included addresses 111, W West Lewis Street/ 17046-13-041/19Feb2024 BROWNFIELDS PROPERTY INFORMATION SUMMARY 115, and 117 W. Lewis Street Acreage 1.22 acres Current Property Owner AZ Development, LLC owns 109 & 117-B 1 W. Lewis St. and Boxcar GSO Holdings, LLC owns 120 W. Lewis St. All three parcels are developed with commercial buildings dating back to the early 1900s. The parcel at 109 W. Lewis Street is operated as a distillery by the Greensboro Distilling Current Land Use(s) Co. The parcel at I I7-B I W. Lewis Street is operated as a beer brewing company. The parcel at 120 W. Lewis Street is operated by Boxcar Bar & Arcade, which is an entertainment venue offering a gaming arcade, a cocktail bar, and private events ace. The site vicinity is a combination of commercial retail and entertainment establishments to the east and north along S. Site Vicinity Land Use(s) Elm Street and a railway line and large parking lot and The Forge Greensboro, a nonprofit community makerspace to the west, with parking and vacant commercial buildings to the south. The proposed reuses are retail, restaurant, beverage or food Proposed Reuse(s) production facility, office, event space, and with prior written DEQ approval, other commercial uses. Preservation of historic buildings, increase in greenspace, Public Benefits of Reuse additional jobs in the entertainment, distillery, and brewing businesses, and an increase to the affected tax base. The parcel located at 120 W. Lewis Street is the subject of a former NC Brownfields Agreement known as the Model Linen site (BFs Project No. 08007-04-041). The Model Linen Notice of Brownfields Property was recorded at the Guilford County Register of Deeds on September 14, 2006 (Book 6599, Page 1539-1564); an erroneous associated brownfields survey plat was recorded on July 19, 2006 in Plat Existing Land Use Book 166, Page 1. Restrictions Prior to Brownfields Agreement A Notice of No Further Action for the Model Linen site was issued on December 21, 2015 by the DEQ UST Section as a Notice of Residual Petroleum (NORP) was filed for this property with the Guilford County Register of Deeds on December 3, 2015 (Book: 7764, Page: 2682-2684). The NORP contains the following land use restrictions: Soil: The Site shall be used or industrial/commercial use West Lewis Street/ 17046-13-041/19Feb2024 BROWNFIELDS PROPERTY INFORMATION SUMMARY only. Industrial/commercial use means a use where exposure to soil contamination is limited in time and does not involve exposure to children or other sensitive populations such as the elderly or sick. The real property shall not be developed or utilized for residential purposes including but not limited to: primary or secondary residences (permanent or temporary), schools, daycare centers, nursing homes, playgrounds, parks, recreation areas and/or picnic areas. Groundwater: Groundwater from the site is prohibited from use as a water supply. Water supply wells of any kind shall not be installed or operated on the site. This Agreement, once recorded, supersedes the Model Linen Brownfields documents that were recorded at the Guilford County Register of Deeds on July 19, 2006 (Plat Book 166, Page 1), and on September 14, 2006 (Book 6599, Page 1539- 1564), and replaces those land use restrictions with those provided below in paragraph 12. It is the intent of DEQ and the Prospective Developer that the execution and recordation of this Agreement between DEQ and Prospective Developer shall not in any way impact any other person's existing liability protection under the Act and the previously entered Model Linen Agreement. This Agreement, once recorded, will not supersede nor replace the land use restrictions of the NORP referenced above as the land use restrictions set forth in this Agreement in paragraph 12 below are not in conflict with those set forth in the NORP recorded December 3, 2015 (Book: 7764, Page: 2682-2684) for the Model Linen site. ENVIRONMENTAL INFORMATION SUMMARY Historic operations at 109 W. Lewis Street date back to the late 1800s where evidence indicates this location was occupied by a paint shop associated with the J.C. Lewis Historical Operations & Wagon Shop, later the J. Lewis and Sons Wagon and Carriage Contaminant Sources Works with wood working, painting and gas engine shop, and storage uses. By 1919, the buildings were noted as a garage and auto repair shop (west side) and the Pepsi Cola Bottling Works east side). By 1950, the buildings were used for West Lewis Street/ 17046-13-041/19Feb2024 ENVIRONMENTAL INFORMATION SUMMARY furniture storage through at least 1971. Most recently, this location was used as HQ Greensboro flex space before conversion to a distillery. Historic operations information at 117 B 1 W. Lewis Street date back to residential use in the late 1800s, with lumber storage yard and planning mill, livery stable, storage, furniture repair and storage into the 1920s. In 1925, this location was operated as Wet Wash Laundry. By 1946, the Ideal Laundry and WC Buchanan (wine interest) were operating at this location. From 1950 through 1971 the Greensboro Laundry Company with suspected drycleaning operated at this location. New Bessemer Cleaners was also noted at this location in 1966. The building was vacant from 1986 through at least 2000. In 2008, an antique shop was located there; it was also the former site of the Forge community makers shop and now a brewery. Historic operations at 120 W. Lewis Street were as a manufacturer of wood -burning stoves from 1910 through 1979 and as a linen cleaning service known as Model Linen from 1979 through 1999. This parcel was vacant until 2004 when it was redeveloped for use as a software development company, a bar, and now Boxcar Arcade. There are two former or current off -site drycleaning locations in the area that are under investigation in the Dry Cleaning Solvent Act (DSCA) Program as well. These include Wades Dry Cleaning (DSCA ID: DC410052) at 607 S. Elm Street, Greensboro and Odorless Cleaners (DSCA ID:DC 410047) at 205 W. Lewis Street, Greensboro. Current Operations/Activities Brewery, distillery, offices ace, and entertainment venues. Soil: Soil was not found to be contaminated above non- residential preliminary soil remedial goals (PSRGs). Contaminated Media Groundwater: Groundwater is known to be impacted with chlorinated solvents and their degradation products and petroleum hydrocarbon compounds. Concentrations of benzene, ethylbenzene, naphthalene, 1-methylnaphthalene, 2- meth lna hthalene, tetrachloroeth lene PCE , West Lewis Street/ 17046-13-041/19F62024 ENVIRONMENTAL INFORMATION SUMMARY trichloroethene (TCE), vinyl chloride, and total xylenes at the Brownfields Property exceed their respective NC 2L groundwater standard at one or more locations. Exterior Soil Gas: There were no exterior soil gas samples collected at the Brownfields Property Sub -slab Vapor: Chlorinated solvents and petroleum hydrocarbons were detected in samples collected in 2014, 2021, and in 2022. Sub -slab vapor PCE concentrations in the Model Linen site exceeded the Non -Residential Vapor Intrusion Screening Level (VISL) of 3,500 micrograms per cubic meter (µg/m). Total Hydrocarbon Concentrations (THC) as Gas in the 109 W. Lewis Street location exceeded its respective VISL of 260 µg/m3. Other compounds were detected in one or more sub -slab vapor samples, but these compounds do not have established VISLs. Crawl Space Air: Benzene, chloroform, naphthalene, PCE, and TCE have been detected in crawl space air samples at the Brownfields Property in excess of their respective Non - Residential Indoor Air VISLs. Other compounds were detected in crawl space air, but these compounds do not have established VISLs. Indoor Air: Chloroform, and naphthalene have been detected in indoor air samples at the Brownfields Property in excess of their respective Non -Residential Indoor Air VISLs. Other compounds were detected in indoor air, but these compounds do not have established VISLs. 120 W. Lewis St parcel: UST Incident No. 16349 (petroleum ID Numbers/Permits contamination from removal of one or more heating oil USTs) and Incident No. 86606 (groundwater contamination); Facility ID: NONCD0002088. Onsite Receptors Considered Construction workers, on -site workers, occupants, visitors, otential residents, and trespassers. i. Water supply wells: None within 0.5 miles Potential Offsite Receptors Considered ii. Residential structures, churches, or childcare centers: None identified West Lewis Street/ 17046-13-041/19F62024 ENVIRONMENTAL INFORMATION SUMMARY iii. Surface water: None near the Brownfields Property Potential offsite migration Groundwater and vapor migration pathways 4. Environmental reports regarding the Brownfields Property referred to hereinafter as the "Environmental Reports," include, but are not limited to: a. Those that the Prospective Developer obtained or commissioned regarding the Brownfields Property: Title Prepared by Date of Report Sub -Slab Vapor (SSV) Assessment Report Pyramid Environmental March 15, 2022 & Engineering, PC Revised Indoor Air Quality (IAQ) Pyramid Environmental November 10, 2023 Assessment Report & Engineering, PC b. Other available reports: Title Prepared by Date of Report Limited Site Assessment Report for Cedar Rock Environmental November 16, 2002 Model Linen — B Services, Inc. Site Assessment Report for Model Cedar Rock Environmental January 12003 Linen-B Services, Inc. Groundwater Assessment Report, Best Geological and Model Linen-B Environmental Consulting, January 29, 2004 Inc. Additional Groundwater Assessment Best Geological and February 23, 2004 Report Model Linen-B Environmental Consulting Inc. Phase I Environmental Site Assessment, EnviroAssessments June 12, 2013 West Lewis Street Property Phase II Environmental Site EnviroAssessments August 8, 2013 Assessment, West Lewis Street Property Phase I Environmental Site Assessment, EnviroAssessments July 30, 2014 109-111 West Lewis Street Phase II Environmental Site EnviroAssessments September 8, 2014 Assessment, 109-111 West Lewis Street 7 West Lewis Street/ 17046-13-041/19F62024 c. Other applicable off -site reports: Title Prepared by Date of Report Prioritization Assessment Report, Wades Dry Cleaning, DSCA ID: DC410052, 607 S. Elm Hart & Hickman, PC January 31, 2019 Street, Greensboro, Guilford County Monitoring Well Installation Report, Wades Dry Cleaning, DSCA ID: DC410052, 607 S. Hart & Hickman, PC November 6, 2020 Elm Street, Greensboro, Guilford Count Groundwater Monitoring Report, Odorless Cleaners, DSCA ID: DC410047, 205 W. Hart & Hickman, PC March 31, 2020 Lewis Street, Greensboro, Guilford Count 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 October 1, 2013, and as amended on October 10, 2014, and the following: a. On October 30, 2013, Prospective Developer purchased the 117 B-1 W. Lewis Street parcel of the Brownfields Property from Philip B. Snow and Ivy Snow Anthony. b. On October 30, 2014, Prospective Developer purchased the 109 W. Lewis Street parcel of the Brownfields Property from South End Partners, LLC. c. On December 30, 2015, an affiliate of the Prospective Developer, ZCD II, LLC, purchased the 120 W. Lewis Street parcel of the Brownfields Property from Double G Properties, LLC. Double G Properties, LLC purchased the parcel from QUB Studios, which was the Prospective Developer for the Model Linen Brownfields Agreement recorded in 2006. N. West Lewis Street/ 17046-13-041/19Feb2024 d. Since purchasing these parcels, Prospective Developer has redeveloped the Brownfields Property for brewery, distillery, and arcade game entertainment venue uses. e. On July 30, 2021, an affiliated company of the Prospective Developer, ZCD II, LLC, sold the 120 W. Lewis Street parcel of the Brownfields Property to Boxcar GSO Holdings LLC. 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 I West Lewis Street/ 17046-13-041/19Feb2024 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. 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 productive use of the Brownfields Property and elimination of the drawbacks of unoccupied property; b. a spur to additional community investment and redevelopment, through improved neighborhood appearance and otherwise; c. the creation of approximately 50 plus construction jobs and approximately 50 permanent jobs; d. an increase in tax revenue for affected jurisdictions; 10 West Lewis Street/ 17046-13-041/19Feb2024 e. additional retail, restaurant, beverage or food production facility, office, event space, and with prior written DEQ approval, other commercial uses for the area; and f. "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 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): Section; a. the Guidelines of the Inactive Hazardous Sites Branch of DEQ's Superfund 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 Priority), or a similar program. 11 West Lewis Street/ 17046-13-041/19Feb2024 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 12.d. below, and vapor intrusion mitigation of the crawl space beneath 117 B-1 and 109 West Lewis Street pursuant to a DEQ-approved Vapor Intrusion Mitigation Plan in accordance with subparagraph 12.j. 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. As referenced in paragraph 3 above, for Parcel 7864640041 (l 20 W. Lewis Street), there were previous land use restrictions recorded by way of the Model Linen Notice of Brownfields Property at the Guilford County Register of Deeds on September 14, 2006 (Book 6599, Page 1539-1564), and by an associated brownfields survey plat recorded on July 19, 2006 in Plat Book 166, Page 1 as part of a previous brownfields agreement (Brownfields Project No. 08007-04-041). The land use restrictions placed herein supersede and replace the original land use restrictions recorded for Parcel 7864640041 with those set forth in this paragraph. All references to DEQ shall be understood to include any successor in function. 12 West Lewis Street/ 17046-13-041/19Feb2024 Land Uses a. No use may be made of the Brownfields Property other than for retail, restaurant, beverage or food production facility, office, event space, and subject to 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. "Retail" is defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service, open air markets, festivals, food halls, and the sales of food and beverage products, including from mobile establishments such as food trucks. ii. "Restaurant" is defined as a commercial business establishment that prepares and serves food and beverages, including alcoholic beverages under all applicable local, state, and federal regulations, to patrons. iii. "Beverage or Food Production Facility" is defined as an establishment for the manufacture, sale and distribution of beverages or food products, including without limitation beer, ale, and/or distilled spirits. services are provided. iv. "Office" is defined as a place where business or professional v. "Event space" is defined as a location where private or public gatherings may be held, including family or company gatherings for social or business occasions, or other entertainment -related gatherings such as charitable events, festivals, theater, musical or 13 West Lewis Street/ 17046-13-041/19F62024 other shows, which may include an outdoor stage, and the preparation and serving of food and beverages, including alcoholic beverages, under all applicable local, state and federal regulations to guests. vi. "Commercial" is defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. Specific Prohibitions b. The Brownfields Property may not be used for childcare centers, adult care centers, or schools without the prior written approval of DEQ. c. The Brownfields Property may not be used for residential use without the prior written approval of DEQ. d. The Brownfields Property may not be used for dry cleaning operations using chlorinated solvents. Environmental Management Plan e. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan ("EMP") approved in writing by DEQ in advance (and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: 14 West Lewis Street/ 17046-13-041/191762024 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 f. Within 90 days after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment -related activities since the last report, with a summary and drawings, that describes: i. actions taken on the Brownfields Property in accordance with Section VI: Work to be Performed above; ii. soil grading and cut and fill actions; iii. methodology(ies) employed for field screening, sampling and 15 West Lewis Street/ 17046-13-041/19Feb2024 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). (i'rmi n dwater g. 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.e. above, or a plan approved in writing in advance by DEQ. Soil h. No activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 12.a. above while fully protecting public health and the environment, except: 16 West Lewis Street/ 17046-13-041/19Feb2024 i. in connection with landscape planting to depths not exceeding 24 inches; ii. mowing and pruning of above -ground vegetation; iii. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency circumstances no later than the next business day, and that any related assessment and remedial measures required by DEQ shall be taken; and iv. in connection to work conducted in accordance with a DEQ-approved Environmental Management Plan (EMP) as outlined in subparagraph 12.e. 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 in paragraph 12.e. Vapor Intrusion j. No disturbance or alteration of the slab or crawl spaces within the existing building footprints, as depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may occur unless in accordance with paragraph 11 above, in accordance with a DEQ-approved EMP, or unless in the case of emergency circumstances for repair of underground infrastructure, in which case DEQ shall be provided written notice no later than the next business day and any related assessment and remedial measures required by DEQ shall be taken. k. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat component of the Notice of Brownfields 17 West Lewis Street/ 17046-13-041/19Feb2024 Property referenced in paragraph 16 below, may be occupied for residential use 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. West Lewis Street/ 17046-13-041/19Feb2024 Surface Water 1. Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ. Property Access in. 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. Abandonment of Monitoring Wells n. Within 60 days after the effective date of this Agreement or prior to land disturbance activities, whichever occurs first, Prospective Developer shall abandon all monitoring wells, injection wells, recovery wells, piezometers and other manmade points of groundwater access at the Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results. Damage to Wells o. Except for the work related to subparagraph 12.n. above, the owner of any portion of the Brownfields Property where any existing, or subsequently installed, DEQ- 19 West Lewis Street/ 17046-13-041/19Feb2024 approved monitoring well is damaged by the owner, its contractors, or its tenants, the owner 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. Notifications upon Transfer p. 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 Guilford County land records, Book , Page ." A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this 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. Separating Old from New Contamination q. 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 20 West Lewis Street/ 17046-13-041/19Feb2024 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 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; or iii. as constituents of products and materials customarily used and stored in retail, restaurant, beverage or food production facility, office, event space, and subject to DEQ's prior written approval, other commercial use environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws. Land Use Restriction Update r. 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 1 st of that year shall submit a notarized Land Use Restrictions Update ("LURU") to DEQ, and to the chief public health and environmental officials of Guilford County, certifying that, as of said January 1 st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Guilford 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 21 West Lewis Street/ 17046-13-041/19Feb2024 grantor shall submit a LURU (as outlined above) which covers the period of time they owned such portion of the Brownfields Property. The submitted LURU shall state the following: i. the Brownfields Property address, and the name, mailing address, telephone number, and contact person's e-mail address of the owner, or board, association or approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a joint LURU is submitted, acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee's name, mailing address, telephone number, and contact person's e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is submitted, transferred any part of the Brownfields Property during the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 12.j. 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. whether any existing building slabs and crawl spaces remain undisturbed and unaltered as required by subparagraph 12.j. above and are being inspected annually, including an annual photograph, and maintained to prevent exposure to sub -slab or crawl space vapors. 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 22 West Lewis Street/ 17046-13-041/19Feb2024 public health and the environment. 14. The consequence of achieving the desired results will be that the Brownfields Property will be suitable for the uses specified in the Agreement while fully protecting public health and the environment. The consequence of not achieving the desired results will be that modifications to land use restrictions and/or remediation in some form may be necessary to fully protect public health and/or the environment. VIII. ACCESS/NOTICE TO SUCCESSORS IN INTEREST 15. In addition to providing access to the Brownfields Property pursuant to subparagraph 12.m. above, while the 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. 23 West Lewis Street/ 17046-13-041/19Feb2024 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 VI (Work to Be Performed) of this Agreement and a survey plat of the Brownfields Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this Agreement, Prospective Developer shall file the Notice in the Guilford County, North Carolina, Register of Deeds' Office. Within three (3) days thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of the Notice containing a certification by the register of deeds as to the Book and Page numbers where both the documentary and plat components of the Notice are recorded, and a copy of the plat with notations indicating its recordation. 17. This Agreement shall be attached as Exhibit A to the Notice. Subsequent to recordation of said Notice, any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: "This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Guilford County land records, Book Page " A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. Prospective Developer may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is identical in form, Prospective Developer may provide DEQ with copies of a form lease or rider evidencing 24 West Lewis Street/ 17046-13-041/19Feb2024 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. IX. DUE CARE/COOPERATION 19. The Prospective Developer shall exercise due care at the Brownfields Property with respect to the manner in which regulated substances are handled at the Brownfields Property and shall comply with all applicable local, State, and federal laws and regulations. The Prospective Developer agrees to cooperate fully with any assessment or remediation of the Brownfields Property by DEQ and further agrees not to interfere with any such assessment or remediation. In the event the Prospective Developer becomes aware of any action or occurrence which causes or threatens a release of contaminants at or from the Brownfields Property, the Prospective Developer shall immediately take all appropriate action to prevent, abate, or minimize such release or threat of release, shall comply with any applicable notification requirements under NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any other law, and shall immediately notify the DEQ Official referenced in subparagraph 3 La. below of any such required notification. 25 West Lewis Street/ 17046-13-041/19Feb2024 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 subparagraph 12.a. of this Agreement. Prospective Developer also certifies that to the best of its knowledge and belief it has fully and accurately disclosed to DEQ all information known to Prospective Developer and all information in the possession or control of its officers, directors, employees, contractors and agents which relates in any way to any past use of regulated substances or known contaminants at the Brownfields Property and to its qualification for this Agreement, including the requirement that it not have caused or contributed to the contamination at the Brownfields Property. XI. DEQ'S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS 21. Unless any of the following apply, Prospective Developer shall not be liable to DEQ, and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields Property except as specified in this Agreement: a. The Prospective Developer fails to comply with this Agreement. b. The activities conducted on the Brownfields Property by or under the control or direction of the Prospective Developer increase the risk of harm to public health or the environment, in which case Prospective Developer shall be liable for remediation of the areas of the Brownfields Property, remediation of which is required by this Agreement, to the extent necessary to eliminate such risk of harm to public health or the environment. c. A land use restriction set out in the Notice of Brownfields Property required 26 West Lewis Street/ 17046-13-041/19Feb2024 under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields Property, in which case the Prospective Developer shall be responsible for remediation of the Brownfields Property to unrestricted use standards. d. The Prospective Developer knowingly or recklessly provided false information that formed a basis for this Agreement or knowingly or recklessly offers false information to demonstrate compliance with this Agreement or fails to disclose relevant information about contamination at the Brownfields Property. e. New information indicates the existence of previously unreported contaminants or an area of previously unreported contamination on or associated with the Brownfields Property that has not been remediated to unrestricted use standards, unless this Agreement is amended to include any previously unreported contaminants and any additional areas of contamination. If this Agreement sets maximum concentrations for contaminants, and new information indicates the existence of previously unreported areas of these contaminants, further remediation shall be required only if the areas of previously unreported contaminants raise the risk of the contamination to public health or the environment to a level less protective of public health and the environment than that required by this Agreement. 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 27 West Lewis Street/ 17046-13-041/19Feb2024 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 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 § I I3A-1, et SeMc . 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 M. West Lewis Street/ 17046-13-041/19Feb2024 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. 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)(l)-(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. 29 West Lewis Street/ 17046-13-041/19Feb2024 XV. DOCUMENT RETENTION 29. The Prospective Developer agrees to retain and make available to DEQ all business and operating records, contracts, site studies and investigations, remediation reports, and documents generated by and/or in the control of the Prospective Developer, its affiliates or subsidiaries relating to storage, generation, use, disposal and management of regulated substances at the Brownfields Property, including without limitation all Material Safety Data Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement, unless otherwise agreed to in writing by the Parties. Said records may be retained electronically such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years, the Prospective Developer shall notify DEQ of the location of such documents and shall provide 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 kro West Lewis Street/ 17046-13-041/19Feb2024 VII (Land Use Restrictions), it shall be liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement or otherwise obtain compliance. XVII. NOTICES AND SUBMISSIONS 31. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a change in contact information or delivery method, all notices and submissions pursuant to this Agreement shall be sent by prepaid first-class U.S. Mail or courier service, as follows: a. for DEQ: Brownfields Property Management Unit (or successor in function) N.C. Division of Waste Management Brownfields Redevelopment Section Mail Service Center 1646 Raleigh, NC 27699-1646 b. for Prospective Developer: Andrew Zimmerman, Manager AZ Development, LLC 3412 Old Onslow Road Greensboro, NC 27407 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. XVIIL 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 31 West Lewis Street/ 17046-13-041/19F62024 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 IX (Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the requirements of the Agreement, that Party may request in writing that the other Party agree to terminate the provision(s) establishing such obligations; provided, however, that the provision(s) in question shall continue in force unless and until the Party requesting such termination receives written agreement from the other Party to terminate such provision(s). XX. CONTRIBUTION PROTECTION 34. With regard to claims for contribution against Prospective Developer in relation to the subject matter of this Agreement, Prospective Developer is entitled to protection from such claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this Agreement is all remediation taken or to be taken and response costs incurred or to be incurred by DEQ or any other person in relation to the Brownfields Property. 35. The Prospective Developer agrees that, with respect to any suit or claim for contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ in writing no later than 60 days prior to the initiation of such suit or claim. 36. The Prospective Developer also agrees that, with respect to any suit or claim for 32 West Lewis Street/ 17046-13-041/19Feb2024 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 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: AZ Development, LLC By: Andrew Zimmerman Manager 33 Date West Lewis Street/ 17046-13-041/19Feb2024 EXHIBIT I c f 2 �� ? z GU/LFORD AVE' 6ECCEMEADe. S'T O �V MARREP ST %� ! ' AVE r / FMAP.RET 3 O PERKINS ST Lu w _ x -aNGTCN ST o A j •SLOAN ST y GORRELL ST , y DTI SGATECITYBLVO :z IT Nocho Park - . S - Y-• UNtCN ST r F. 1 :NI BRAG Ra ST i n DOUGLAS S T y, M / o -3T nHITTING WHITTlNC TON- TON 37 Lf" r z \\ t. C �rvSCALOCSA S o o; ;T cl,blE Q Glenwood "DOAKSF .- r } ROSS o OAK ST - QO `• J I '! �_ 4it ,. 1 l SOUTH ST 1 ��' • _ .- aTEVENS ST' V _ 1 USGS IDENTIFICATION SCALES USGS 7.5 GREENSBORO, NC 1/2 0 1 MINUTE MAP ORIGINAL DATE: NA MILES: PHOTOREVISION 2019 DATE: 1 0 0 2000 4000 6090 FEET: PRIMARY HIGHWAY, HARD SURFACE 1 • = 2000' SECONDARY HIGHWAY, HARD SURFACE I NOTES: ►TOPOGRAPHICAL CONTOUR INTERVAL = 10 FEET ILIGHT -DUTY ROAD HARD OR I ► PHOTOREVISIONS DENOTED IN PURPLE IMPROVED SURFACE I COUNTY MAP OF: UNIMPROVED ROAD NORrHIC NORTH CAROLINA — — — O j STATE ROAD C I U.S. ROUTE EE] [COUNTY: G U I LFO R D L INTERSTATE ROUTE = [APPROXIMATE SITE LOCATION 7AZ DEVELOPMENT `"' [°'""" K"' NOTM 1 "=2000' omo MGJ m�wc wv �n N m FPO109/111, 117-B1, do 120 W. LEWIS ST. Gar �� � 66By Tw_ ,,.�� WVAP" OF PYRAMID .� 7/28/2, � �� I� GREENSBORO � � NORTH CAROLINA �� ����01►--� FNVIRnNMFNTAI &ENGINEERING Pr ['TOPOGRAPHIC - MAP IILUSGSTOPO Exhibit 2 Brownfields Property Name: West Lewis Street Brownfields Project Number: 17046-13-041 The following tables set 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 most recent 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 the 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, Rule .0202(2L), (April 1, 2013 version), or the 2L Groundwater Interim Maximum Allowable Concentrations (IMACS), (April 1, 2022 version): Groundwater Contaminant Sample Location Date of Sampling Most Recent Concentration Exceeding Standard /I Standard (µg/L) Benzene TMW-1 8/22/2014 59.8 1 MW-3 8/22/2014 4.7 Eth lbenzene TMW-4 8/22/2014 668 600 Naphthalene MW-3 8/22/2014 53.9 6 TMW-1 8/22/2014 316 TMW-2 8/22/2014 99.9 TMW-4 8/22/2014 420 -Iso ro ltoluene TMW-2 8/22/2014 23.4 NSE 1-Methylnaphthalene MW-3 8/22/2014 13.7 1 TMW-1 8/22/2014 14.9 TMW-4 8/22/2014 16.7 2-Methylnaphthalene TMW-1 8/22/2014 33.0 30 TMW-4 8/22/2014 33.7 Tetrachloroethylene MW-1 10/23/2002 2.7 0.7 MW-3 8/22/2014 13.1 MW-4 2/16/2004 4.8 TMW-1 7/22/2013 2.4 TMW-2 7/22/2013 4.4 TMW-4 7/22/2013 11.2 Trichloroethene MW-1 10/23/2002 9 3.0 MW-4 2/16/2004 3.3 Vinyl Chloride MW-1 10/23/2002 51 0.03 X lenes, total TMW-4 8/22/2014 T 1,030 500 NSE-No standard established WLewisSt/17046-13-041 /191762024 GROUNDWATER VAPOR INTRUSION RISK Groundwater contaminants with the potential for vapor intrusion (VI) in micrograms per liter (the equivalent of parts per billion), the vapor intrusion screening levels for which are contained in the Division of Waste Management (DWM) Vapor Intrusion Guidance, Non - 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) Non - Residential Screening Level' /L Benzene TMW-1 8/22/2014 59.8 6.9 2-Chlorotoluene TMW-4 8/22/2014 58.3 NSE Ethylbenzene MW-3 8/22/2014 65.8 15 TMW-1 8/22/2014 352 TMW-2 8/22/2014 668 TMW-4 8/22/2014 668 Naphthalene MW-3 8/22/2014 53.9 20 TMW-1 8/22/2014 316 TMW-2 8/22/2014 99.9 TMW-4 8/22/2014 420 -Iso ro ltoluene TMW-2 8/22/2014 23.4 NSE 1-Methylnaphthalene MW-3 8/22/2014 13.7 NSE TMW-1 8/22/2014 14.9 TMW-4 8/22/2014 16.7 2-Methylnaphthalene TMW-1 8/22/2014 33 NSE TMW-4 8/22/2014 33.7 Trichloroethene MW-1 10/23/2002 9 4.4 Vinyl Chloride MW-1 10/23/2002 51 2.5 Xylenes, total TMW-1 8/22/2014 325 320 TMW-4 8/22/2014 1,030 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 WLewisSt/17046-13-041 /19F62024 SUB -SLAB VAPOR Sub -slab vapor contaminants in micrograms per cubic meter, the vapor intrusion screening levels for which are contained in the DWM Vapor Intrusion Guidance, Non - Residential Vapor Intrusion Screening Levels (VISL), July 2023 version: Sub -Slab Vapor Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/rn) Non - Residential Screening Level' /m Acetone SSV-8 12/15/2021 342 N S E SSV-9 12/15/2021 771 SSV-10 12/15/2021 494 SSV-11/11Du 12/15/2021 40.5/64 SSV-15 1/19/2022 112 SSV-16 1/19/2022 29.1 SSV-18 1/19/2022 40.4 SSV-19 1/19/2022 73.5 VP-1 8/22/2014 50.4 Ethanol SSV-7 12/15/2021 102 NSE SSV-8 12/15/2021 4,580 SSV-9 12/15/2021 24,800 SSV-10 12/15/2021 22,700 SSV-11/11Du 12/15/2021 748/873 SSV-14 1/19/2022 12.9 SSV-15 1/19/2022 174 SSV-16 1/19/2022 167 SSV-18 1/19/2022 175 SSV-19 1/19/2022 220 SSV-23/23 Du 1/19/2022 129/155 4-Eth ltoluene VP-1 8/22/2014 9.1 NSE Tetrachloroethene2 SSV-14 1/19/2022 10,100 3,500 SSV-17 1/19/2022 10,500 SSV-19 1/19/2022 4,020 SSV-21 1/19/2022 3,750 Trichlorofluoromethane SSV-9 12/15/2021 29.7 NSE SSV-10 12/15/2021 38.5 SSV-11/11Du 12/15/2021 2.6/2.5 SSV-15 1/19/2022 4.1 '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. 2Trichloroethylene (TCE) was not detected in certain samples; however, WE reporting limits were elevated with respect to the TCE VISL in samples with high tetrachloroethene concentrations. NSE - Screening level not established WLewisSt/17046-13-041 /19F62024 CRAWL SPACE AIR Crawl space air contaminants in micrograms per cubic meter, the screening levels for which are contained in the DWM Vapor Intrusion Guidance, Non -Residential Vapor Intrusion Screening Levels (VISL), July 2023 version: Crawl Space Air Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/m3) Non - Residential Screening Leve 3 ( /m Acetone CS-1 12/15/2021 39 NSE CS-2 12/15/2021 65.4 CS-3 12/15/2021 18.4 CS-4 12/15/2021 60.2 CS-5 12/15/2021 97 CS-6 12/15/2021 32.8 CS-13B 9/25/2023 5.7 Benzene CS-2 12/15/2021 3.0 1.6 CS-3 12/15/2021 2.7 Chloroform CS-13B 9/25/2023 1.4 0.53 Ethanol CS-1 12/15/2021 1,050 NSE CS-2 12/15/2021 192 CS-3 12/15/2021 309 CS-4 12/15/2021 1,480 CS-5 12/15/2021 1,550 CS-6 12/15/2021 1,340 CS-12 12/15/2021 33.3 CS-13 12/15/2021 74.8 CS-13B 9/25/2023 8.8 Naphthalene CS-5 12/15/2021 5.8 0.36 Tetrachloroethene CS-12 12/15/2021 381 35 C S-13 12/15/2021 76 CS-13B 9/25/2023 560 Trichloroeth lene CS-2 12/15/2021 3.3 1.8 Trichlorofluoromethane CS-13B 9/25/2023 1.2 NSE '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 - Screening level not established 4 WLewisSt/l7046-13-041/19Feb2024 Indoor air contaminants in micrograms per cubic meter, the screening levels for which are contained in the DWM Vapor Intrusion Guidance, Non -Residential Vapor Intrusion Screening Levels (VISL), July 2023 version: Indoor Air Contaminant Sample Location Date of Sampling Concentration Exceeding Screening Level (µg/m3) Non - Residential Screening Level /m 3 Acetone IA-1 9/25/2023 51 NSE IA-2 9/25/2023 68 IA--D3/IA-3 9/25/2023 74/77 IA-4 9/25/2023 44 IA-5 9/25/2023 55 Chloroform IA-1 9/25/2023 1.1 0.53 IA-2 9/25/2023 0.8 IA-3/IA-3 Du 9/25/2023 0.83/0.89 Ethanol IA-1 9/25/2023 5,300 E NSE IA-2 9/25/2023 2,700 E IA--Dup 3/IA-3 9/25/2023 3,200 E/3,100 IA-4 9/25/2023 2,100 E IA-5 9/25/2023 2,200 E 4-Ethyltoluene IA-1 9/25/2023 0.22 NSE IA-2 9/25/2023 0.12 J IA-3 9/25/2023 0.14 J IA-4 9/25/2023 0.13 J IA-5 9/25/2023 0.15 J Naphthalene IA-1 9/25/2023 0.41 0.36 IA-4 9/25/2023 4.6 IA-5 9/25/2023 11 Trichlorofluoromethane IA-1 9/25/2023 1.2 NSE IA-2 9/25/2023 1.2 IA--D3/IA-3 9/25/2023 1.2/1.2 IA-4 9/25/2023 1.2 IA-5 9/25/2023 1.2 '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 - Screening level not established E — Reported results is estimated. Value reported over verified calibration range. J — Estimated value between the method detection limit and the laboratory reporting limit 5 WLewisSt/17046-13-041 /19F62024 CERTIFICATE OF OWNERSHIP AND ACKNOWLEDGMENT AZ DEVELOPMENT, LLC and BOXCAR GSO HOLDINGS LLC This certifies that the undersigned is (are) the owner(s) of the property shown on this map Owner or Owner's Representative signature Owner or Owner's Representative signature Owner or Owner's Representative Name Owner or Owner's Representative Name Owner or Owner's Representative Title and Organization Owner or Owner's Representative Title and Organization NORTH CAROLINA GUILFORD COUNTY 1, a Notary Public of said County and State, do hereby certify that did personally appear and sign before me this the _day of My commission expires: _. ( Official seal) NORTH CAROLiNA GUILFORD COUNTY i, a Notary Public of said County and State, do hereby certify that did personally appear and sign before me this the day of My commission expires: _. ( Official seal) SLIZVEYORS CERTIFICATE ..I Peter E. 6lud certify that this plat was drawn under my supervision from an actual survey made under mq supervision (deed description recorded in Book , Page 433 / 18g4 etc.) (other); that the boundaries not surveyed are clearly indicated as drawn from information found In Book a*e Page •!* that the ratio of precision as calculated is I: I0900+^ that this plat was prepared in accordance with 6.5. 41-30 as amended. This survey is of another category, such as the recombination of existing parcels, a court -ordered survey, or other exemption or exception to the definition of subdivision: Witness m1 original signature, registration number and Seal this •th day of Dece A.D. 2023`\ \� CAI?o Surveyor4gssj L-3330 Registration Number _ S L-3330 sug!? ,ti SEAL OR STAMP REVIEW OFFICER'S CERTIFICATION State North Gorolino Gounty of Guilford I, Review Officer for The City of Greensboro, Guilford County, certify that the map or plat to which this certification is affixed meets all the statutory requirements for recording. Review Officer Date Ownership and Dedication Statement The undersigned hereby acknowledge(s) this plat and allotment to be their free act and deed and hereby dedicate(s) to public use as Streets, Playgrounds, Parks, Open Spaces and Easements forever all areas so shown or indicated on said Plat, and authorize(s) the City of Greensboro to record this Plat in the office of the Register of Deeds of Guilford County, NC. AZ DEVELOPMENT, LLC and BOXCAR GSO HOLDINGS LLC by recordation of this plat, hereby gives, grants and conveys to AT&T, Duke Energy, Piedmont Natural Gas Company, Charter Communications (formerly Time Warner Cable) and the City of Greensboro, their respective successors and assigns right of -way and easements to maintain and service their respective wires, lines, conduits and pipes in their present locations together with the right of ingress and egress as necessary, for the purpose of maintaining and servicing said wires, lines, conduits and pipes. When grade of adjacent property does not conform to the street grade, an easement is effective for the purpose of sloping embankments from street grade level at the property line having a slope rati of three feet horizontal for each foot of vertical dimensions, Owner Date Attest Date Owner Date Attest Date Approval for Recordation by the City of Greensboro, North Carolina on the _ day of, _, 20_, Pursuant to the Greensboro Development Ordinance, Signed Date Planning Director This plat does not require a certificate of approval by the Division of Highways as provided in G.S. 136102.6, subsection (G). Signed ZONING INFORMATION / / D PARCEL ADDRESS: 120 WEST LEWIS STREET / CB ( CENTRAL BUSINESS DISTRICT) 0.490 ±ACRE / AREA: (21,336± SQ. FT.) MIN. LOT SIZE: N\A PARCELID 538 T / PARCEL PIN 7864640041 LOT WIDTH: N\A DEED REFERENCE: D.B. 8488, PG 433 FRONT YARD SETBACK N\A PLAT REFERENCE: P.B.166,PG. 1 MIN. INTERIORD SETBACK N\A SIDE YARD SETBACK N\A PARCEL ADDRESS: 117 BI AND 109 WEST LEWIS STREET 0.709 ± ACRE I D MAX. HEIGHT NO LIMIT AREA: (30,882± SQ. FT.) PARCEL ADDRESS:117 Bi WEST LEWIS STREET EXEMPT PARKING REQUIREMENTS FOR PROPERTIES WITHIN THE PARCELID 480 I D PARCEL PIN 7864539880 CENTRAL BUSINESS DISTRICT (CB). DEED REFERENCE: D.B. 7546, PG 1894 THE MINIMUM PARKING REQUIREMENTS OF TABLE 30-5-3-1 OF PARCEL ADDRESS:109 WEST LEWIS STREET I D THE GREENSBORO LAND DEVELOPMENT ORDINANCE SHALL NOT PARCELID 481 I APPLY TO PROPERTIES WITHIN THE CENTRAL BUSINESS PARCEL PIN 7864631801 DEED REFERENCE: D.B.7647, PG 1242 `S DISTRICT (CB). I �Q TOTAL AREA: 1.199 ±ACRES MISCELLANEOUS NOTES: (52,218_SQ. FT.� * SEEAD]OININGPROPERTYREFERENCESONSURVEY. 1" E.I.P. AREA DETERMINED BY COORDINATE METHOD / DALL DISTANCES ARE HORIZONTAL GROUND DISTANCES IN U.S. SURVEY FEET. LINES SHOWN DASHED ARE NOT A PART OF THIS SURVEY / / / / SO' AND ARE TAKEN FROM REFERENCES SHOWN HEREON. PUBLISHED CONTROL MONUMENT " NCRR GU U00 1 BASE BEARING - NAD 83 / NSRS-2011 COORDINATE ROTATION. N = 844,817.818 (sft) E = 1,767,000.377 (sft) ELEV = 831.46 (sft) THIS SURVEY WAS PERFORMED WITHOUT THE BENEFIT OF A TITLE V / / D ��� �Z�" � REPORT AND IS SUBJECT TO ANY FACTS AND EASEMENT WHICH u, J MAY BE DISCLOSED BY A COMPLETE TITLE SEARCH.1.4 LINES LEGEND / / / � o D =o BUILDING LINE441 - - - - - - - - - ADACENT PROPERTY LINEJ QV RIGHT-OF-WAY LINE / / D N BROWNFIELDS PROPERTY LINE WOODEN STEPS / D CONTROL CORNER I I L AT 150 / PARCEL NO. 530 EX. 3/8" IRON ROD / BROWSERY PARTNERSHIP N = 844,099.938 ( SFT ) / BENJAMIN D. MATHEWS / E=1,766,115.513(SFT) / D.B. 5704, PG. 171 ELEV. = 837.93 ( NAVD-88 ) / RFGISTFF :;F r; F >TAV­ 1 1/2" E.I.P. / S 861;27'59" E - - - - - - - - - - 30.9' ----- -------- __ -_---- r--- - --- ------ EX.El NAIL D O MW-1 I I----_---- SSV-14 O 00 I Icli SSV-15 I I 7•83'ALLEY (PER D.B. 784, PG.102 ) A\ c" TA-1 PARCEL NO. 531 FELEV. NAD 83 \ 2011R GU 0000 1aCOMMUNITY THEATRE OF .818 (SFT) I I GREENSBORO INC. ' 0.377 (SFT ) 23.1' i - - D B 7429, PG. 2342 46 ( NAVD-88) O SSV-17- SSV-16 I PARCEL NO.532--------- W ERIC P. MORGAN I �I ti M o I C I JACQUELINE S. MORGAN I L I D.B. 6642, PG. 1271 0 SSV-19 l�o t---------------- _ P) O SSV-18 3•0 II I PARCEL NO. 533 - - - I B IA-2 V SSV-23 SSV-23-DUP D -3 SYMBOL LEGEND _ MW-4 L - O CP COMPUTED POINT 1/4" E./ p ROW RIGHT-OF-WAY L - O E.I.P. EXISTING IRON PIPE- F-F FACE TO FACE O E.I.R. EXISTING IRON ROD i O ADJACENT PROPERTY LINE 144.9g' O NAIL WM O EXISTING NAIL - - - - SANITARYSEWER - - - / / \ / / , h X\ h6 K� WATER METER HYDRANT & VALVE WATERLINE SAMPLE W LEGEND W PARCEL/ NO. 516 BUCKHEAD/INVESTMENTS N./.p. / SSV (Sub Slab Vapor Sample) 1 /1LC / D.B. 779�, PG. 2970 7 - /- V S 83°38'21" E 1 A ( Indoor Air Sample) Q M W ( Groundwater Monitoring Well) CS ( Crawl Space Sample) 0 V P ( Vapor Point Sample) AZ DEVELOPMENT LLC O TMW ( Temporary Monitoring Well / / \ j \ P • 0 • B. . o / / Y 1 STORY BRICK, II I RENT C. ZIEGLER I D.B. 8118, PG. 165 BLOCK & STUCCO PARCEL NO, 538 �, (------_--- BOXCAR GSO HOLDINGS LLC it I PARCEL NO. 534 D.B. 8488, PG.433 120 W LEWIS STREET II I LDI PROPERTIES, LLC I D.B. �\ 5873, PG. 2027 OS-21 SV INB0I -- �L�------- Q II I PARCEL NO. 537 I / o I I 112 W LEWIS STREET IA-3 II I QOZB, LLC I D.B. 8566, PG. 2805 I" � I 98.7' I I I /� 1t I I titi <� COVERED I 1 1� I WOOD DECK I BOXCAR GSO HOLDINGS LLC PARCEL NO. 536 ---- i i P O i • 6 DZCD, LLC N 83°2348" W • . I I .B. 7729, PG. 843 WEST LEWIS EX. AIL - I -_ I STREET S VARIAB 114.20' *SSV-9 OCS-12 TWO STORY -BRICK PARCEL NO.480 *SSV-10 AZ DEVELOPMENT, LLC D.B. 7546, PG. 1894 115 and 117 W. LEWIS STREET / OCS-13 CS-13-B L, / rn A. �1 /v ° Planning Director Easement Note Easements shall be utilized and maintained in accordance with the provisions of and disclaimers contained in Section 30-12-8.1(B) and (D) of the City of Greensboro Land Development Ordinance. BROWNFIELDS NOTE: THE AREAS AND TYPES OF CONTAMINANTS DEPICTED HEREON ARE APPROXIMATIONS DERIVED FROM THE BEST AVAILABLE INFORMATION AT THE TIME OF FILING. A LISTING OF THE TECHNICAL REPORTS USED TO PREPARE THiS PLAT ARE AViAILBALE IN THE BROWNFiELDS AGREEMENT FOR THiS PROPERTY. / E.1. P. WATERSHED INFORMATION: WATERSHED: N/A DRAINS TO SOUTH BUFFALO CREEK FLOOD CERTIFICATION ( EFFECTIVE Subject parcels are Not located in a special Flood Hazard Area as determined by the State of North Carolina and Federal Emergency Management Agency Flood Insurance Rate Map Panel # 3710786400 J Effective Date June 18, 2007. 151.14' o o f_ 0 /--------------- O I PARCEL NO. 487 ZCD & F LLC D.B. 8017, PG. 2226 *SSV-11/ 11 DUP W.McGEE ST. < �P w SMOTHERS PL � / LU v cA . s LE PUBLIC RIGHT -OF I - S --s_S-WAY EX. NAIL S 82°5455 E * SSV-7 I I CS-3 IVIA-4 L 0 0 o I SSV-0) N I CS- O 93.00, ° TWO STORY -BRICK PARCEL NO.481 I AZ DEVELOPMENT, LLC I D.B. 7647, PG. 1242 I 111 and 109 W. LEWIS STREET I o I o I 0 CS-6 I I I wM TM - N. 1. P. C 53.0 S 04*04105" W 1.93' N 85°07119" W N.I.P. 0 0 o I I 1 c, I cl� I C TMW-2 0 O ❑ TM CS-5 W-1 WATER BARREL 82 °54'55" w D N.I.P. N 04*04105" E E•1.P. 5.00, PARCEL NO.488 LINDA C. BROWDER NICHOLAS S. BROWDER WILLIAM M. BROWDER D.B. 7394, PG. 2567 OCS-1 VP-1 IA-5 V CS-2 O WOOD DEC & STEPS N 82 °54'5 ` 40.00' S � _ V_ - s I - - w -S _ S - o �� o w o CP w I _ }- w - I sue_ I I I I I I PARCEL NO. 482 I Ln ELMS BUILDING, LLC o I o I D.B. 7575, PG. 1862 CD I � I I I I I o I N I 01 M m �I W i PARCEL NO. 483 Q 1 SDG PROPERTIES, LLC oO D.B. 6035, PG. 1903 I CP I 1 PARCEL NO. 484 FENTRESS PROPERTIES, LLC D.B. 7531, PG. 1277 1 ti I I I h I I I I I I I I I ti VICINITY MAP N. T. S. I 3 I w �W j ' 3 0 I 1-2- 22 W m 0 a W 3 J m IQ 0 cc � I I 3 I BASIS OF SURVEY HORIZONTAL NAD 83 2011 VERTICAL NAVD-88 U.S. SURVEY FEET ( SF ) PRELIMINARY MAP NOT FOR RECORDATION, CONVEYANCES, OR SALES EXHIBIT B to the Notice of Brownfields Property SURVEY PLAT PROSPECTIVE DEVELOPER: AZ DEVELOPMENT, LLC PROPERTY OF BOXCAR GSO HOLDINGS LLC 8105 GREYS LANDING WAY RALEIGH, N.C. 27615 ATTENTION: JERRAD BEMENT PROPERTY LOCATION: 120 WEST LEWIS STREET and AZ DEVELOPMENT LLC 3412 OLD ONSLOW RD. GREENSBORO, N,C, 27407 ATTENTION: ANDY ZIMMERMAN PROPERTY LOCATION: 109, 111, 115, 117 WEST LEWIS STREET MOREHEAD TOWNSHIP GUILFORD COUNTY GREENSBORO, NORTH CAROLINA SCALE:1"= 20' FEBRUARY 19, 2024 0' 10, 20' 40' 60' 80, Borum, Wade and Associates, P.A. Engineers Planners 621 Eugene Court, Suite 100, Greensboro, NC 27401-2711 PO Box 21882 Greensboro, NC 27420-1882 S u r v e y o r s Phone:336-275-0471 Fax:336-27S-3719 Web: www.borum-wade.com N.C. License #: C-0868 SHEET 1 OF 3 C - 2025 NCGS 130A-310.35(a) requires recordation of a Notice of Brownfields Property ("Notice") that identifies any restrictions on the current and future use of a Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the designated current or future use of the property and that are designated in a Brownfields Agreement pertaining to the property. This survey plat constitutes one of three exhibits to the Notice pertaining to the Brownfields Property depicted on this plat and recorded at the Guilford County Register of Deeds' office. The exhibits to the Notice are: the Brownfields Agreement for the subject property, which is attached as Exhibit A to the Notice; a reduced version of this survey plat, which is attached as Exhibit B to the Notice; and a legal description for the subject property, which is attached as Exhibit C to the Notice. The land use restrictions below have been excerpted verbatim from paragraph 12 of the Brownfields Agreement, and all paragraph letters/numbers are the same as those used in the Brownfields Agreement. The following Land Use Restrictions are hereby imposed on the Brownfields Property and shall remain in force in perpetuity unless canceled by the Secretary of the North Carolina Department of Environmental Quality (or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to NCGS § 130A-310.35(e): 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. As referenced in paragraph 3 above, for Parcel 7864640041 (120 W. Lewis Street), there were previous land use restrictions recorded by way of the Model Linen Notice of Brownfields Property at the Guilford County Register of Deeds on September 14, 2006 (Book 6599, Page 1539-1564), and by an associated brownfields survey plat recorded on July 19, 2006 in Plat Book 166, Page 1 as part of a previous brownfields agreement (Brownfields Project No. 08007-04-041). The land use restrictions placed herein supersede and replace the original land use restrictions recorded for Parcel 7864640041 with those set forth in this paragraph. 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 retail, restaurant, beverage or food production facility, office, event space, and subject to 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. "Retail" is defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service, open air markets, festivals, food halls, and the sales of food and beverage products, including from mobile establishments such as food trucks. ii. "Restaurant" is defined as a commercial business establishment that prepares and serves food and beverages, including alcoholic beverages under all applicable local, state, and federal regulations, to patrons. iii. "Beverage or Food Production Facility" is defined as an establishment for the manufacture, sale and distribution of beverages or food products, including without limitation beer, ale, and/or distilled spirits. iv. "Office" is defined as a place where business or professional services are provided. v. "Event space" is defined as a location where private or public gatherings may be held, including family or company gatherings for social or business occasions, or other entertainment -related gatherings such as charitable events, festivals, theater, musical or other shows, which may include an outdoor stage, and the preparation and serving of food and beverages, including alcoholic beverages, under all applicable local, state and federal regulations to guests. vi. "Commercial" is defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee. Specific Prohibitions b. The Brownfields Property may not be used for childcare centers, adult care centers, or schools without the prior written approval of DEQ. c. The Brownfields Property may not be used for residential use without the prior written approval of DEQ. d. The Brownfields Property may not be used for dry cleaning operations using chlorinated solvents. Environmental Management Plan e. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan ("EMP") approved in writing by DEQ in advance (and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: i. demolition of existing buildings, if applicable; ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph 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 f. Within 90 days after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment -related activities since the last report, with a summary and drawings, that describes: i. actions taken on the Brownfields Property in accordance with Section VI: Work to be Performed above; ii. soil grading and cut and fill actions; iii. methodology(ies) employed for field screening, sampling and laboratory analysis of environmental media; iv. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater, or other materials suspected or confirmed to be contaminated with regulated substances; and v. removal of any contaminated soil, water, or other contaminated materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be included). g. Groundwater 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.e. above, or a plan approved in writing in advance by DEQ. Soil h. No activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 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 in subparagraph 12.e. 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 in paragraph 12.e. Vapor Intrusion j. No disturbance or alteration of the slab or crawl spaces within the existing building footprints, as depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may occur unless in accordance with paragraph 11 above, in accordance with a DEQ-approved EMP, or unless in the case of emergency circumstances for repair of underground infrastructure, in which case DEQ shall be provided written notice no later than the next business day and any related assessment and remedial measures required by DEQ shall be taken. k. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as those depicted on the plat component of the Notice of Brownfields Property referenced in paragraph 16 below, may be occupied for residential use 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. Surface Water I. Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ. Property Access m. 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. Abandonment of Monitoring Wells n. Within 60 days after the effective date of this Agreement or prior to land disturbance activities, whichever occurs first, Prospective Developer shall abandon all monitoring wells, injection wells, recovery wells, piezometers and other manmade points of groundwater access at the Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results. Damage to Wells o. Except for the work related to subparagraph 12.n. above, 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, the owner 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. Notifications upon Transfer p. 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 Guilford County land records, Book Page ." A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this 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. Separating Old from New Contamination q. 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 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; or iii. as constituents of products and materials customarily used and stored in retail, restaurant, beverage or food production facility, office, event space, and subject to DEQ's prior written approval, other commercial use environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws. Land Use Restriction Update r. 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 Guilford County, certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Guilford 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 they owned such portion of the Brownfields Property. The submitted LURU shall state the following: I. the Brownfields Property address, and the name, mailing address, telephone number, and contact person's e-mail address of the owner, or board, association or approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a joint LURU is submitted, acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee's name, mailing address, telephone number, and contact person's e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is submitted, transferred any part of the Brownfields Property during the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 12.j. 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. whether any existing building slabs and crawl spaces remain undisturbed and unaltered as required by subparagraph 12.j. above and are being inspected annually, including an annual photograph, and maintained to prevent exposure to sub -slab or crawl space vapors. FOR THE PURPOSES OF N.C.G.S. $ 13OA-310.35 Bruce Nicholson, Chief Date Brownsfields Redevelopment Section Division of Waste Management State of North Carolina Wake County CURRENT OWNER AZ DEVELOPMENT LLC 3412 OLD ONSLOW RD. GREENSBORO, N,C, 27407 ATTENTION; ANDY ZIMMERMAN W. McGEE ST. J� a J Q w SMOTHERS F L o U_ VICINITY MAP N. T. S. PRELIMINARY MAP NOT FOR RECORDATION, CONVEYANCES, OR SALES EXHIBIT B to the Notice of Brownfields Property SURVEY PLAT PROSPECTIVE DEVELOPER; AZ DEVELOPMENT, LLC PROPERTY OF BOXCAR GSO HOLDINGS LLC and AZ DEVELOPMENT, LLC 109, 111, 115, 117 & 120 WEST LEWIS STREET MOREHEAD TOWNSHIP GUILFORD COUNTY GREENSBORO, NORTH CAROLINA SCALE;1"= 20' FEBRUARY 19, 2024 0' 10, 20' 40' 60' 80' CURRENT OWNER J Boru,Wade and Associates, P.A. BOXCAR GSO HOLDINGS LLC Engineers m P i d n n e r S 621 Eugene Court, Suite 100, Greensboro, NC 27401-2711 4�10) 8105 GREYS LANDING WAY roone:33 Box -2 5-047GreensbFax:33oro, NC -275-3i882 S U Y v e y 0 Y 5 Phone:336-275-0471 Fax:336-275-3719 RALEIGH, N,C, 27615 Web: www.borum-wade.com ATTENTION: JERRAD BEMENT N.C. License #: C-0868 SHEET 2OF3 C-2025 Exhibit 2 Bro'wvfields Property- West Lewis Street Brownfields Project lumber: 17046-13-041 The following tables set forth. for containiiiants present at the Brownflelds Property above tutrestricted use standards or screening levels as reported in the Environmental Reports in paragraph 4 of the Brownfields Agreemew to which this is an exhibit. the most recent concentration found at each sample location and the applicable standard or Screening level.. Screening lev. el and standards are shown for reference only and are not set forth as cleanup or mitigation levels for the ptuposes of this Agreement. GROUNDWATER Grotuidwater 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 Cade, Subchapter 2L. Rule ,0202(2L). (April 1. 2013 version). or the 2L Groundwater Interim Maximinn Allowable Concentrations (IMACS). (April L 2022 version): Grotuidwater contamilli nt Sample Location Date of Sampling Most Recent Concentration Exceeding Standard { 1 ,"L Standard 41g"L) Benzene TI ,rW-1 8/22/2014 59.8 1 1vIW-3 8122/2014 4.77 EttivIbenzene Tlv W-4 6/22/2014 668 NaphthaleneG M -3 6122/21014 53.9 TN-nV. -1 8}2?r'2014 316 TMnV-2 6122l2014 99.9 TNnV. -4 8}22012014 42D >-Iso rro yltoltlenal TNfiV-~ 8122l2014 23.4 NSE 1-Methyhiaphth.alene IW-3 8122f2014 13.- 1 TNnV. -1 8/22/2014 14.9 TNfLV-4 8122l2014 16.- 2-Methyinaphth.alene TN,nlT-1 8/22/2014 33.0 TNfLV-4 8/22/2014 33.7 Tetracltloroethylene MTV-1 1012312002 2.7 - - MTV-3 8122/2014 13.1 MW-4 2116/21004 4,8 TNnV-1 7/22/2013 2.4 TNEW-2 7122/2013 4.4 TNnV-4 7122/2.013 11.- Tricliloroethene MTV-1 10/2312002 9 3.0 M -4 2116/2004 3.3 Vinyl Chloride IVIN -1 10/2312002 51 0.03 leases. total TNnV-4 1 8122/2014 1 1,030 1 500 NSE-No standard established SUB -SLAB VAPOR Sub -slab vapor contaminants in micrograms per cubic meter, the vapor intrusion screening le7,Fels for u-hich are contained in the DIVM Vapor Intrusion Guidance, Non - Rcsidential Vapor Intrusion Screening Levels (VI L), July 2023 version: .Sub -Slab Vapor Contaminant SampleResidential Location Date of Sampling Concentration Exceeding Qrccning Level (µglrn') Ion - Screening Le e11 g r a ,m Acetone SSV-8 12/15/2021 342 NSE SSV-9 12/15/2021 771 SSV-10 12/15/2021 494 SSV-11/11Du 12/15/2021 40.5/64 SSV-15 11191202.2. 112 SSV-16 1/19/2.022 29.1 SSV-18 1/19/2.022 40.4 SSV-1 1/191202.2. 73.5 VP-1 8/22/2.014 50.4 Ethanol SSV-7 12/15/2021 102 NSE SSV-S 12/15/2021 4,580 SSV- 12r 15/2021 24,800 SSV-10 12/15/2021 22,700 SSV-11111Dup 124512021 748..73 SSV-14 1/19/2.022 12..9 SSV-15 1/19/2.022 174 SSV-1 1/19/2022 167 SSV-18 1/19/2.022 175 SSV-1 1/19/2.022 220 SSV-23/23 Dup 1/19/2.022 12.9/155 4-Eth ltoluene VP-1 8/22/2.014 9.1 S E Teee trachloroethm'. SSV-14 1/19/2.022 10,100 ] SSV-17 1/19/2.022 102500 SSV-19 1119/2022 4,020 SSV-21 1/19/2.022 3,750 Triclilurut7uoiolrietli ne SSV-9 12/15/2021 29.7 E SSV-10 12/15/2021 38.5 SSV-11.111Dup 12/15/2021 2.612.5 SSV-15 1/1912.022 4.1 'Screening levels displayed for non -carcinogens are for a hazard quotient equal to 0-2- Screening levels. displayed for carcinogens are for a 1-DE-6 lifetime incremental cancer risk- fTrichloroethylene (TCE) was not detected in certain samples; however, TCE reporting limits w.ere elevated With respect to the TOE VISL in samples -with high tetracHoroethene concentrations- NSE - Screening level not established GROUNDWATER VAPOP, INMUSION RISK I Ororuiclwate>r contaminants -itli the pate ntial for -vapor intrusion (VI) in mierograins per liter (the cquivalent of parts gcr billio n), the vapor intrusion scrccr ing levels for which are c o ntalned its the Dilli s ion of _�aste Mana n ement DVW Vapor Intrusion Guidance, Non - Residential Vapor Intrusion Screening Le -vets (VI L), Ju ly 2 02 3 version: 7rolmcllvat�-'r ontaininant - -- itL Potential for -Vapor`:t=1l;le Intrusion Loci tittl Dste o`' Sampling Concentration Exceed itia Screening Level [igil Non- Residenti al Sertening Le --ell L) $elazenc TMW-1 8/2 f2014 59.8 6.9 2-CIII orotoluene TMW-4 8i 2f2014 58.3 NSE Eth the ene M -3 W22f2014 65.9 I; TIC W-1 8/ 2f2014 352 TMW-, W 2f2014 668 TMW-4 81 2f2014 668 I TaphllYalene M-3 /2f20 14 53.9 f.' TNIW-1 W 2f2014 316 TNIW- . i 2f2014 99.9 TNIW-4 W2 f 014 420 P - I U 0 propylt0luene TNIW- 8i 2f2014 23.4 NSE 1-Methyliiaphtlialene M -3 W 2f2014 13.7 NSE. TIC W-1 81 2f2014 14.9 TNIW-4 / 2f2014 16.7 2 -Metli ln.aphthal le 'ITI EV. -1 W2212014 3 Iv E TNRV- -4 / f2014 33.7 Trichloroethene 11I I-1 10/ 3J200.2 9 4,4 Vein 1 Chloride MVV-1 10l3100 51 ? , lent , total TIC W-1 S/ 2f2014 325 TI Iry -4 W 2f2014 1,030 i Screening levels displayed for non-carcinogeris are for ahazard quotient equ21 to 0-2- Screening levels displayed for carcim_gem art for a 1.0E-6 lifetime incremental cancer risk- 'NSE --No screening 1evd established CRANVL SPACE AIR Crawl space air contaminants in micrograms per cubic meter. the screening levels for ,,vWch are contained in the DWM Vapor Intnision Guidance. Non -1 esidential Vapor Latrusion Screening Levels VISL . July 202 3 v. ersion: C-raw. 1 Space Air Contaminant Sample Location Date of Sampliiig Concentration Exceeding Screenhig Level (pg/m3 Non- Residential Screenine Uveli 1 Z117[1 Acetone CS-1 12/15/2021 3 NSE CS-2 12/15/2021 65.4 CS-3 12/15/2021 18.4 CS-4 12/15/2021 60.' CS-5 12/15/2021 9' CS-6 12/15i2021 32.8 CS- 13B 9/25/2023 5 , Benzene CS-2 12/15i2021 3.0 CS-3 12.11 /2.02.1 2.77 Chloroform CS- 13B 9/25/2023 1A `v Ethanol CS-1 1;.' 15i2-021 1.050 NSE CS-2 12/1 1202.1 192 C-3 12/15i2021 309 CS-4 12/15/2021 1.480 CS-5 12/15/20211 1.550 CS-6 1 2/15/2021 1.340 C-12 12/15/2021 33.3 C-13 12/15/2021 74.8 CS- 13B 9/25/2023 8.8 Naphthalene CS-5 12/15/2021 5.8 _ { Tetra chloro ethene C S-12 12/15/2021 381 35 CS-13 12.11 /2.02.1 776 CS- 13B 9/25/2023 560 Trichloroethvlene C S - 21 12/15/2021 3.3 1.8 Trlchlorofluoromethane CS- 13B 9/25/2023 1.? NSE 1creee- levels displayed for non -carcinogens are far a hazard quotient equal to 0-2- Screening levels displayed for carcinogens are for a I - OE-6 lifetime incremental cancer risk- NSE - Screening level not estabin.Shed Indoor air contaminants in micrograms per cubic meter, the screening levels for w-hich are contained in the DWM Vapor Intrusion Guidance, Non -Residential Vapor Intrusion Screening L Fels (VI L). July 2023 aversion: Indoor Air C*ontanim' ant Sample Location Date of Sainplim Concentration Exceeding Screening Level V*m3 Non - Residential ScreenuiL e11 m 3 Acetone IA-1 91/43 51 NSE IA-2 9/25/2023 65 IA-3/IA-3 1 9/25/2023 74.77 IA-4 9/25/2023 44 IA-5 9/25/2023 55 Chloroform IA-1 9/25/2023 1.1 0.53 L4-2 9/25/2023 [; , S IA-3IIA-3 Dup 9/25/2023 0.83/0.8 Ethanol IA-1 9/25/2023 5,30-0 E SE IA-2 9/25/2023 2,700 E EA-_3A-3 u 9125/2023 3.200 �r3.100 IA-4 9/25/2023 2,100 E IA-; 9125l2023 2,200 E 4-Eth ltoluene IA-1 9/25/2023 0.2+2 NSE IA-? 912l03 0.12 J IA-3 9/25/2023 0.141 IA-rt 9125/2023 0.13 J IA- 9/25/2023 0.15 J NaplathLghne IA-1 9/25l2023 0.41 0.36 IA-4 9/25/2023 4.6 IA-5 9/25/2023 11 Trichlorofiucrometlian.- L4-1 9/25/2023 1.2 NSE LA-2 9125/2023 1.2 I -34A-3 Ehip 9125/2023 1.211.2 IA-4 9/25l202.3 1.2 IA-5 9125/2023 1.2 iScreening levels displayed for non -carcinogens are for a hazard quotient equal to 0-2- Screening levels displayed far carc1nc2cn5:re fir a 1.4E-6 lifetime incremental cancer risk. NNE - Screeiurig level not established E - Reported results is estimated- Value rep-rted over verified calibration range- J- Estimated valuo between the method detection limit and the laboratory reporting limit PRELIMINARY MAP NOT FOR RECORDATION, CONVEYANCES, OR SALES EXHIBIT B to the Notice of Brownfields Property SURVEY PLAT PROSPECTIVE DEVELOPER; AZ DEVELOPMENT, LLC PROPERTY OF BOXCAR GSO HOLDINGS LLC and AZ DEVELOPMENT, LLC 109, 111, 115, 117 & 120 WEST LEWIS STREET MOREHEAD TOWNSHIP GUILFORD COUNTY GREENSBORO, NORTH CAROLINA SCALE:1"= 20' FEBRUARY 19, 2024 0' 10, 20' 40' 60' 80' Engine Borum, Wade and Associates, P.A. ® Planners 621 Eugene Court, Suite 100, Greensboro, NC 27401-2711 PO Box 21882 Greensboro, NC 27420-1882 Surveyors Phone:336-275-0471 Fax:336-275-3719 Web: www.borum-wade.wm N.C. license #: C-0868 SHEET 3 OF 3 C - 2025 EXHIBIT C LEGAL DESCRIPTION Boxcar GSO Holdings LLC - 120 West Lewis Street, Greensboro, NC: All that certain new piece, parcel or tract of land lying and being in the City of Greensboro, Morehead Township, Guilford County, North Carolina, and being more particularly described as follows: BEGINNING at an existing nail in the northern margin of West Lewis Street, a variable public right-of-way, said point being in the southwest corner of 112 W. Lewis Street QOZB, LLC, either now or formerly, as described in instrument recorded in Deed Book 8566, Page 2805, in the Guilford County Registry, and having Parcel No. 537 ("The QOZB Property"), said point also being South 44°38'33" West a distance of 1277.56 feet from a published NCGS monument "NCRR GU U0001" having NAD 83/2011 coordinates of Northing= 844,817.818 and Easting= 1,767,000.377; thence from the Point of Beginning along the northern margin of West Lewis Street, North 83°23'48" West a distance of 144.99 feet to an existing 1 1/4" iron pipe in the eastern margin of Norfolk Southern Railroad, a 50' right-of-way; thence along the eastern margin of Norfolk Southern Railroad right-of-way, the following two (2) bearings and distances: (i) North 22'20' 15" East a distance of 141.31 feet to an existing 1" iron pipe; (ii) North 299 F12" East a distance of 55.40 feet to an existing 1 1/2" iron pipe in the southwest corner of Browsery Partnership and Benjamin D. Matthews, either now or formerly, as described in instrument recorded in Deed Book 5704, Page 171, in the Guilford County Registry, and having Parcel No. 530 ("The Matthews Property"); thence along the southern line of The Matthews Property, South 86°27'59" East a distance of 76.25 feet to an existing 3/8" iron pipe in the northwest corner of Community Theatre of Greensboro, Inc., either now or formerly, as described in instrument recorded in Deed Book 7429, Page 2342, in the Guilford County Registry, and having Parcel No. 531 ("The Community Theatre Property"); thence with the western line of The Community Theatre Property, the property of Eric P. Morgan and Jacqueline S. Morgan, either now or formerly, as described in instrument recorded in Deed Book 6642, Page 1271, in the Guilford County Registry, and having Parcel no. 532, the property of Brent C. Ziegler, either now or formerly, as described in instrument recorded in Deed Book 8118, Page 165, in the Guilford County Registry, and having Parcel No. 533, the property of LDI Properties, LLC, either now or formerly, as described in instrument recorded in Deed Book 5873, Page 2027, in the Guilford County Registry, and having Parcel No. 534 and The QOZB Property, South 03°49'54" West a distance of 191.48 feet to the Point and Place of Beginning and containing 0.490 acre more or less, as shown in that certain Survey for Boxcar Holdings LLC, prepared by Borum, Wade and Associates, P.A. dated February 3, 2024. West Lewis Street/ 17046-13-041/19Feb2024 AZ Development, LLC - 109,111, 115, 117 West Lewis Street, Greensboro, NC: All that certain new piece, parcel or tract of land lying and being in the City of Greensboro, Morehead Township, Guilford County, North Carolina, and being more particularly described as follows: BEGINNING at a new iron pipe in the southern margin of West Lewis Street, a variable public right-of-way and the eastern margin of Norfolk Southern Railroad, a 50' right-of- way, said point being South 44°38'33" West a distance of 1277.56 feet, North 83°23'48" West a distance of 144.99 feet and South 20° 14'25" West a distance of 41.50 feet from a published NCGS monument "NCRR GU U0OO1" having NAD 83/2011 coordinates of, Northing= 844,817.818 and Easting= 1,767,000.377; thence from the Point of Beginning along the southern margin of West Lewis Street, the following two (2) bearings and distances: (i) South 83°38'21" East a distance of 114.20 feet to an existing nail; (ii) South 82°54'55" East a distance of 93.00 feet to a point in the northwest corner of a 8' alley, described in an instrument recorded in Deed Book 300, Page 96, in the Guilford County Registry; thence with the western margin of the 8' alley, South 04°04'05" West a distance of 112.00 feet to a point in the northeast corner of Linda C. Browder, Nicholas S. Browder and William M. Browder, either now or formerly, as described in instrument recorded in Deed Book 7394, Page 2576, in the Guilford County Registry, and having Parcel No. 488 ("The Browder Property"); thence with the northern and western line of The Browder Property, the following five (5) bearings and distances: (i) North 82°54'55" West a distance of 40.00 feet to an existing iron pipe; (ii) North 04°04'05" East a distance of 5.00 feet to a new iron pipe; (iii) North 82°54'55" West a distance of 53.00 feet to a new iron pipe; (iv) South 04°04'05" West a distance of 1.93 feet to a point; (v) South 04°04'40" West a distance of 45.81 feet to a new iron pipe in the northeast corner of ZCD & F LLC, either now or formerly, as described in instrument recorded in Deed Book 8017, Page 2226, in the Guilford County Registry, and having Parcel no. 487 ("The ZCD & F LLC Property"); thence with the northern line of The ZCD & F LLC Property North 85°07'19" West a distance of 151.14 feet to an existing iron pipe in the eastern margin of Norfolk Southern Railroad, a 50' right-of- way; thence with the eastern margin of Norfolk Southern Railroad right-of-way North 17'19'21" East a distance of 161.47 feet to the Point and Place of Beginning and containing 0.709 acre more or less, as shown of that certain Survey for AZ Development, LLC, prepared by Borum, Wade and Associates, P.A. dated February 3, 2024. West Lewis Street/ 17046-13-041/19Feb2024