17020_Chronicle_Recorded_20160926

3 ~ RECORDING FEE I I ~. oo
Property Owner: Chronicle Mill Land, LLC
Recorded in Book <gs, Page~
Associated plat recorded in Plat Book <i> , Page C-1
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Doc ID: 017614300038 Type: CRP
Recorded: 09/26/2016 at 01:03:10 PM Fee Amt: $118.00 Page 1 of 38 Gaston, NC
Susan s. Lockrid~e Re~ister of Deedi
BK4870 PG350-387
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NOTICE OF BROWNFIELDS PROPERTY
Site Name: Chronicle Mill
Brownfields Project Number: 17020-13-036
This documentary component of a Notice of BroJVnfields Property ("Notice"), as well as the plat
component, have been filed this Z C, t"' day of S.!~teMbt.f , 201...b by Chronicle Mill Land, 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 95 East Catawba Street in Belmont, Gaston County, North
Carolina. It consists of ten tax parcels totaling approximately 7 .041 acres. The Brownfields Property will be
used for commercial, offices, retail, parking, recreation, open space, high density residential and hotel purposes.
The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit
A. It sets forth the use that may be made of the Brownfields Property and the measures to be taken to
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· protect public health and the environment, and is required by NCGS § 130A-310.32. Paragraph 8 of the
Brownfields Agreement consists of one or more data tables reflecting the concentrations of and other
information regarding the Property's regulated substances and contaminants.
Attached as Exhibit B to this Notice is a reduction, to 8 1/2" x 11 ", 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 ofNCGS § 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 restrictions are hereby imposed on the Brownfields Property, and are as follows:
1. No use may be made of the Brownfields Property other than for commercial, offices, retail,
parking, recreation, open space, high density residential and hotel uses without prior written permission
of DEQ. For purposes of this restriction, the following defmitions apply:
a. "Commercial" defined as an enterprise carried on for profit or nonprofit by the owner,
lessee or licensee;
b. "Office" defined as the provision of business or professional services;
c. "Retail" defined as the sale of goods or services, products, or merchandise directly to the
consumer or businesses and includes showrooms, personal service, and the sales of food and beverage
products;
d. "Parking" defined as the temporary accommodation of motor vehicles in an area designed
for same;
e. "Recreation" defined as indoor and outdoor exercise-related, physically focused, or
leisure-related activities, whether active or passive, and the facilities for same, including, but not limited
to, studios, swimming pools, sports-related courts and fields, open space, greenways, parks, playgrounds,
walking paths, and picnic and public gathering areas;
f. "Open Space" defined as land maintained in a natural or landscaped state and used for
natural resource protection, buffers, greenways, detention facilities for stormwater;
g. "High Density Residential" defined as permanent dwellings where residential units are
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· attached to each other with common walls, such as condominia, apartments, group homes, dormitories or
boarding houses, and any property outside the dwelling structures is usable by all residents and not
privately owned as part of a particular unit, and shall include related amenities, such as pools, clubhouses,
courtyards, common areas, recreation areas and parking garages; and
h. "Hotel" defined as the provision of overnight lodging to paying customers, and associated
food services, gym, reservation, cleaning, utilities, parking and on-site hospitality, management and
reception services.
2. 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:
a. soil and water management issues, including without limitation those resulting from
contamination identified in the Environmental Reports;
b. potential sources of the contamination referenced in paragraph 8 of the Brownfields
Agreement attached hereto as Exhibit A;
c. surface soil sampling for any soil areas that are planned to be exposed after the planned
development, and subsurface soil sampling, as required by DEQ;
d. contingency plans for addressing newly discovered potential sources of environmental
contamination (e.g., tanks, drums, septic drain fields); and
e. plans for the proper characterization of, and, as necessary, disposal of contaminated soils
excavated during redevelopment.
3. 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:
a. actions taken in accordance with the plan required by subparagraph 14.b of the
Brownfields Agreement attached hereto as Exhibit A;
b. soil grading and cut and fill actions;
c. methodology(ies) employed for field screening, sampling and laboratory analysis of
environmental media;
d. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and
ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated
with regulated substances; and
e. removal of any contaminated soil, water or other contaminated materials (for example,
concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall
be included).
4. Groundwater at the Brownfields Property may not be used for any purpose without the prior
written approval of DEQ.
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5. No activity that disturbs soils on the Brownfields Property may occur other than in
accordance with the approved EMP. Disturbance of soils not covered under the approved EMP may not
occur untilDEQ 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 14.a. of the Brownfields Agreement attached hereto as Exhibit A while
fully protecting public health and the environment. This limitation does not apply to mowing and pruning
of above-ground vegetation, landscape plantings that do not exceed 36 inches in depth; and emergency
repair of underground infrastructure, if DEQ is given written notice (if only by email) of any such
emergency repair no later than the next business day, and that any related assessment and remedial
measures required by DEQ are taken.
6. Residential use and use by sensitive populations, including but not limited to children, the
disabled or infirm, and senior citizens, is strictly prohibited within the area designated as "vapor control
restriction area" on the plat component of the Notice of Brownfields Property referenced in paragraph 19
of the Brownfields Agreement attached hereto as Exhibit A, unless vapor controls as in g. of the
Brownfields Agreement attached hereto as Exhibit A are pre-approved by DEQ in advance and in writing
as designed for such use.
7. No building may be constructed within the area designated as "vapor control restriction
area" on the plat component of the Notice of Brownfields Property referenced in paragraph 19 of the
Brownfields Agreement attached hereto as Exhibit A until:
a. it is demonstrated to DEQ's written satisfaction through a site-specific risk assessment,
that the building is protective of the building's users, public health and the environment from risk of vapor
intrusion;
b. it is demonstrated, pursuant to a DEQ approved plan, and subject to DEQ's approval,
that the building would be or is sufficiently distant from the Brownfields Property's groundwater and/or
soil contamination that the building's users, public health and the environment will be protected from risk
from vapor intrusion related to said contamination; or
c. a plan for a vapor intrusion mitigation system, approved in writing by DEQ in advance
and including a proposed performance assessment for demonstration of the system's protection of the
building's users, public health and the environment from risk from vapor intrusion, is implemented to the
satisfaction of a North Carolina-licensed professional engineer as reflected by an implementation report,·
bearing the seal of said engineer, that includes photographs and a description of the installation and
performance assessment of the mitigation system.
8. None of the contaminants known to be present in the environmental media at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior written
approval of DEQ, except:
a. in de minimis amounts for cleaning and other routine housekeeping activities;
b. as constituents of fuels, lubricants and oils in emergency generators, machinery,
equipment and vehicles in on:..board tanks integral to said items or in flammable liquid storage containers
with capacities no greater than 25 gallons; and/or
c. as constituents of products and materials customarily used or stored in commercial,
offices, retail, parking, recreation, open space, high density residential and hotel environments, provided
such products and materials are used, stored, and disposed of in accordance with applicable laws and
regulations.
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9. Within 60 days after the effective date of this Agreement or prior to land disturbance
activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery wells,
piezometers and other man made points of groundwater access at the Brownfields Property, except those
wells identified in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code,
unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer
shall provide DEQ a report, setting forth the procedures and results.
10. The Brownfields Property may not be used as a playground, or for child care centers or
schools within the area designated as "vapor control restriction area" without written approval by DEQ;
however, informal recreational activities for children and adults are permitted.
11. The owner of any portion of the Brownfields Property where any existing, or subsequently
installed, DEQ-approved monitoring well is damaged by such owner, its contractors, or its tenants shall be
responsible for repair of any such wells to DEQ's written satisfaction and within a time period acceptable
to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ.
12. Neither DEQ, nor any party conducting environmental assessment or remediation at the
Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered
into by DEQ, 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.
13. Any deed or other instrument conveying an interest in the Brownfields Property executed
by an owner of any interest in the Brownfields Property shall contain the following notice: "The
Brownfields Property which is the subject of this instrument is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Gaston County land records,
Book __ , Page __ ." A copy of any such instrument shall be sent to the persons listed in Section XV
(Notices and Submissions), though financial figures related to the conveyance may be redacted. If DEQ
issues prior, written approval, an owner may use the following mechanisms to comply with the obligations
of this paragraph, subject to the terms and conditions that DEQ may establish in such approval: 1) The
owner may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph,
in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notice and
Submissions); or 2) the owner may provide abstracts of leases, rather than full copies of said leases, to the
persons listed in Section XV.
14. During January of each year after the year in which the Notice referenced below in
paragraph 19 of the Brownfields Agreement attached hereto as Exhibit A is recorded, the owner of any
part of the Brownfields Property as of January 1st of that year (or owner's representative authorized in
writing to act on the owner's behalf) shall submit a notarized Land Use Restrictions Update ("LURU") to
DEQ, and to the chief public health and environmental officials of Gaston County, certifying that, as of
said January 1st, the Notice of Brownfields Property containing these land use restrictions remains
recorded at the Gaston County Register of Deeds office and that the land use restrictions are being
complied with, and stating:
a. the name, mailing address, telephone and facsimile numbers, and contact person's e-
mail address of the owner submitting the LURU if said owner acquired any part of the Brownfields
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· Property in fee during the previous calendar year; and
b. the transferee's name, mailing address, telephone and facsimile numbers, and contact
person's e-mail address, if said owner transferred any part of the Brownfields Property in fee during the
previous calendar year.
c. whether any vapor barrier and/or mitigation systems installed pursuant to
subparagraph 14.g. of the Brownfields Agreement attached hereto as Exhibit A are performing as
designed, and whether the uses of the ground floors of any buildings containing such vapor barrier and/or
mitigation systems have changed, and, if so, how.
For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official
referenced in paragraph 34.a. of the Brownfields Agreement attached hereto as Exhibit A, 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 ofDEQ (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.
-'51' IN WITNESS ~EREOF, Prospective Develop'er has caused this instrument to be duly executed this
J.I day of Se.pter<)QJL , 201.h.
By:
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NORTH CAROLINA
6-a...s:\---oa COUNTY \ ./'{\ fl L -\_ :fono 1 ·1. Ullt(C.X)
I certify that the following person(s:f\Jersonally appeared before me this day, each acknowledging to me
that he or she vo~untarily signed the forec~ring ~ocument for the purpose stated therein and in the capacity
indicated: Qc,oc:.~\ o:\nce(-~,_eJi\1U LruJ l~
Date: Sep. J:\ } J-Ql(o
(Official Seal)
BARBARA LAVRIK
NOTARY PUBLIC
UNION COUNTY, NC Mt Cc1111n11s10n ExplreS 4-23-2020
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Notary's printed or typed name, Notary Public
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APPROVAL AND CERTIFICATION OF NORTH CAROLINA
DEPARTMENT O~ ENVIRONMENTAL QUALITY
The foregoing Notice ofBrownfields Property is hereby approved and certified.
North Carolina Department of Environmental Quality
By: ?JLP~IJu I ~ Date
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********************************
CERTIFICATION OF REGISTER OF DEEDS
The foregoing documentary component of the Notice of Brownfields Property, and the associated plat,
are certified to be duly recorded at the date and time, and in the Books and Pages, shown on the first page hereof.
Register of Deeds for ________ County
By: ___________________ _
Name typed or printed: Date
Deputy/Assistant Register of Deeds
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EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MA TIER OF: Chronicle Mill Land, LLC
UNDER THE AUTHORITY OF THE )
BROWNFIELDS PROPERTY REUSE ACT )
OF 1997, NCGS § 130A-310.30, et§.ffi. )
Brownfields Project# 17020-13-036 )
BROWNFIELDS AGREEMENT re:
Chronicle Mill
96 East Catawba Street
Belmont, Gaston County
I. INTRODUCTION
This Brownfields Agreement ("Agreement") is entered into by the North Carolina Department of
Environmental Quality ("DEQ") and Chronicle Mill Land, LLC (collectively the "Parties") pursuant to
the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30 et §.ffi. (the "Act").
The Prospective Developer is Chronicle Mill Land, LLC of 8720 Red Oak Boulevard, Charlotte,
North Carolina. Chronicle Mill Land, LLC, at least fifty percent of which is owned by COW XV, LLC
and is managed by John M. Church, who is a member-manager of Chyrch Realty, LLC a commercial real
estate development business. Chronicle Mill Land, LLC intends to develop the Property for no uses other
than commercial, offices, retail, parking, recreation, open space, high density residential and hotel. The
Brownfields Property is comprised of ten parcels totaling approximately 7 .041 acres. A map showing the
location of the Property which is the subject of this Agreement is attached hereto as Exhibit 1.
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 VIIl (Certification), Section IX (DEQ's Covenant Not to Sue and Reservation of Rights) and
Section X (Prospective Developer's Covenant Not to Sue), the potential liability of Chronicle Mill Land,
LLC for contaminants at the Property which is the subject of this Agreement.
The Parties agree that Chronicle Mill Land, LLC's entry into this Agreement, and the actions
undertaken by Chronicle.Mill Land, LLC in accordance with the Agreement, do not constitute an
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17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
admission of any liability by Chronicle Mill Land, LLC.
The resolution of this potential liability, in exchange for the benefit Chronicle Mill Land, 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. "Property" shall mean the Brownfields Property which is the subject of this Agreement, and which
is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean Chronicle Mill Land, LLC.
III. STATEMENT OF FACTS
3. The Property comprises ten parcels identified as Parcel ID Numbers 3594297505, 3594298412,
3594298306,3594297390,3594297285,3594391722,3594390760,3594391781,3594391627and
3594391674 totaling 6.65 acres. Prospective Developer has committed itself to redevelopment of the
Property is for no other uses than for commercial, offices, retail, parking, recreation, open space, high
density residential and hotel uses.
4. The Property is bound to the north beyond Catawba Street by two residential properties and two
commercial offices and to the east by many single home residential houses. To the south the Property is
bound by a rail-road service line tracking in a west-southeastern direction with another industrial property
located to the south beyond the service line and bounding the Property to the west is a vacant parcel.
5. Prospective Developer obtained or commissioned the following reports, referred to hereinafter as
the "Environmental Reports," regarding the Property:
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17020-13-036/Chronicle Mill BF A Chronical Mill_ Exhibit A
Title Prepared by Date of Report
Asbestos Demolition Survey Excel Civil & January 20, 2012 Environmental
Associates
Phase I Environmental Site Assessment Excel Civil & January 26, 2012 Report, 96 East Catawba Street, Belmont, NC Environmental
Associates
Expanded Phase I Environmental Site Excel Civil & February 28, 2012 Assessment Report, 96 East Catawba Street, Environmental
Belmont, NC Associates
Limited Groundwater Assessment & Soil Excel Civil & June 6, 2012 Clean-up Report, 96 East Catawba Street, Environmental
Belmont, NC Associates
Revised Phase I Environmental Site Excel Civil & October 22, 2012 Assessment Report, 96 East Catawba Street, Environmental
Belmont, NC Associates
Revised Phase I Environmental Site Excel Civil & February 18, 2013 Assessment Report, 96 East Catawba Street, Environmental
Belmont, NC Associates
Phase I Environmental Site Assessment Excel Civil & July 22, 2013 Report, 96 East Catawba Street, Belmont, NC Environmental
Associates
Report of Findings, 96 East Catawba Street, Cardno, Inc. July 21, 2015 Belmont,NC
Receptor Survey Report, 96 East Catawba Cardno, Inc. September 1, 2015 Street, Belmont, NC
6. For purposes of this Agreement, DEQ relies on the following representations by Prospective
Developer as to use and ownership of the Property:
a. The Property is comprised often parcels ofland totaling approximately 6.65 acres and
found within the city limits of Belmont, Gaston County, North Carolina. The primary parcel of land is
6.01-acre tract that contained the mill facility, and the remaining_tracts are smaller outparcels. In 1901 the
primary parcel was transferred from W.W. & Julia Davis and J.M. & M.E. Garrison to The Chronicle
Mills. In 1985 the primary parcel was transferred as part of a merger from The Chronicle Mills to RL
Stowe Mills, Incorporated. In 2010 the primary parcel was transferred from RL Stowe Mills,
incorporated to RLS Liquidating LLC. In 2013 the primary parcel was transferred from RLS Liquidating,
LLC to Chronicle Mill Land, LLC. The primary parcel and the outparcels comprising the site property
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17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
are currently owned by Chronicle Mill Land, LLC or affiliates of Chronicle Mill Land, LLC (COW XX!
LLC, COW XV LLC, and COW I LLC).
b. To Chronicle Mill Land, LLC's knowledge, the primary property parcel has been utilized
for the purpose of manufacturing textiles since the initial construction dating back to the early 1900's.
The original Chronicle Mill building was constructed in 1901. The site operated as a cotton yarn textile
mill. Various additional buildings were added either in direct connection to the original mill or as
outbuildings from approximately the 1920s through 1978. A 1938 Sanborn Fire Insurance map
photograph details the locations of process areas, oil storage areas, a machine shop and a 33,000-gallon
water tower. According to the 1938 map, an apparent mechanical room was located within the central-
southern area of the building along with a machine shop area. The last mill operator, R.L. Stowe Mills,
Inc., closed operations in 2009. The outparcels associated with the property were primarily residential
historically.
7. Pertinent environmental information regarding the Property and surrounding area includes the
following:
a. The site has at least two identified Recognized Environmental Conditions, including
concrete pad staining near the former machine shop and elevated concentrations of tetrachloroethylene
(PCE) and naphthalene in onsite groundwater.
b. Results of soil assessment activities in 2012 indicated two primary areas of soil impacted
by petroleum, one at the location of stained soil near the former machine shop and former generator, and
the second at the location of a former power substation in the southwestern part of the site. These areas of
impacted soil were remediated by excavation with off-site disposal.
c. On February 8, 2012, significant surface staining was observed on a concrete pad located
off the southern building exterior near the former machine shop and former generator. Soil samples
collected indicated Total Petroleum Hydrocarbon (TPH) Diesel Range Organics (DRO) and Gasoline
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17020-13-036/Chronicle Mill BFA Chronical Mill Exhibit A
Range Organics (GRO) levels from this area exceeded the NCDEQ agency action levels. Follow-up
excavation activities conducted in March through May 2012 resulted in the removal of approximately
72.95-tons of impacted soils. Confirmatory soil samples collected from the base and the sidewalls of the
excavation were below the NCDEQ agency action levels for both TPH-DRO and TPH-GRO.
d. The machine shop area was located inside the building. Soil samples were collected
outside the building near the machine shop for analysis of Volatile Organic Compounds (VOCs) and
Semi-Volatile Organic Compounds (SVOCs) at seven locations were non-detectable except for a
Naphthalene level of 0.0062 mg/kg at one location. The building will remain in place and there is no
potential for exposure. The sub-slab gas samples collected in the machine shop area showed no
significant concern for vapor intrusion.
e. On June 15, 2015 sub-slab vapor samples were collected in the machine shop area,
however, concentrations of contaminants did not exceed regulatory screening levels for residential use.
Previously, soil gas samples were also collected outdoors near the machine shop on July 12, 2013.
Laboratory analyses of these samples indicated concentrations of contaminants in excess of regulatory
screening levels for residential use, but below screening levels for non-residential use.
f. Soil assessment at the second location of a former power substation in the southwestern
part of the site resulted in excavation and disposal in January 2013 of23.62 tons of impacted soil from the
area of a former power substation. Soil samples were collected for analysis for polychlorinated biphenyls
(PCBs) during the initial assessment in the former power substation area. No PCBs were detected in the
collected samples. The detection limit ranged from 17.7 to 28.6 µg/kg. The reporting limit ranged from
39.0 to 63.0 µg/kg depending on the sample.
g. A former Unocal/Chevron site, on which a gasoline station was formerly operated is
located north of the Property on Catawba Street and is reportedly hydrogeologically up-gradient to the
Property with respect to groundwater flow. An open DEQ Underground Storage Tank (UST) Section
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17020-13-036/Chronicle Mill BF A Chronical Mill_Exhibit A
petroleum hydrocarbon UST incident (#14196) is associated with this former Unocal/Chevron site.
Groundwater monitoring conducted for this incident included the installation of groundwater monitoring
wells on the Property.
8. The most recent environmental sampling at the Property reported in the Environmental
Reports occurred on June 15, 2015. The following tables set forth, for contaminants present at the
Property above unrestricted use standards or screening levels, the concentration found at each sample
location, and the applicable standard or screening level. Screening levels and groundwater standards are
shown for reference only and are not set forth as cleanup levels for purposes of this Agreement.
GROUNDWATER
Groundwater contaminants in micrograms per liter (the equivalent of parts per billion),
the standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter
2L (2L), Rule .0202, (April 2013 version); or the 2L Groundwater futerim Maximum Allowable
Concentration (IMACs), (April 2013 version) are as follows:
Groundwater Sample Date of Concentration Standard Exceeding Contaminant Location Sampling Standard (µg/L) (µg/L)
Naphthalene MW-4 3/27/2012 47 6.0
Naphthalene MW-3 3/27/2012 28 6.0
Tetrachloroethylene MW-4 3/27/2012 59 0.7
Tetrachloroethylene MW-3 3/27/2012 8.7 0.7
Tetrachloroethylene MW-5 9/19/2012 0.9j 0.7
Tetrachloroethylene MW-2 3/27/2012 29 0.7
Tetrachloroethylene UMW-11 5/29/2008 30 0.7
Tetrachloroethylene TMW-1 2/8/2012 7 0.7
j = Detected but below the Reporting Limit; therefore, result is an estimated concentration.
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the
screening levels for which are derived from the Preliminary Residential Health -Based Soil Remediation
Goals (Residential PSRGs) of the fuactive Hazardous Sites Branch (IHSB) ofDEQ's Superfund Section
(September 2015 version) are as follows:
6
17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
Concentration Residential
Constituent Sample Depth Date of Exceeding Screening
Location (fbgl) Sampling Screening Level Level1
(mg/kg) (mg/kg)
benzo(b )fluoranthene South 4 1/29/2013 0.51 0.16
benzo(b )fluoranthene East 4 1/29/2013 0.73 0.16
TPH (C9-C22) North 4 1/29/2013 27 22 Aromatic Medium
'Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for
carcinogens are for a l .OE-6 lifetime incremental cancer risk.
SOIL GAS
Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from
Residential Vapor futrusion Screening Levels of the Division of Waste Management (September 2015
version) are as follows:
Depth Concentration Residential Soil-Gas Sample (ft bgs) Date of Exceeding Screening Contaminant Location Sampling Screening Limit1
Level (µg/m3) (µg/m3)
Tetrachloroethylene SSGS-1 2 7/12/2013 530 278
Trichloroethyene SSGS-1 2 7/12/2013 120 13.9
Tetrachloroethylene SSGS-2 2 7/12/2013 370 278
Tetrachloroethylene SGMP-3 0.5 6/15/2015 360 278
TPHv2 (C9-C12) SGMP-2 0.5 6/15/2015 760 6973
Aliphatic Medium
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed
for carcinogens are for a l.OE-5 lifetime incremental cancer risk.
2 Total Petroleum Hydrocarbons (as Vapor)
3 Calculated using EPA Regional Screening Levels (RSL)
9. For purposes of this Agreement DEQ relies on Prospective Developer's representations that
Prospective Developer's involvement with the Property has been limited to obtaining or commissioning
the Environmental Reports, preparing and submitting to DEQ a Brownfields Property Application dated
May 15, 2013 and purchasing the Property in the following manner. Parcels 3594297505, 3594298412,
3594298306, 3594297390 and 3594297285 were purchased July 31, 2013; parcel 3594391722 was
purchased October 31, 2013; parcel 3594390760 was purchased December 1, 2014; and parcels
7
l 7020-13-036/Chronicle Mill BF A Chronical Mill_Exhibit A
3594391781, 3594391627 and 3594391674 were purchased August 28, 2015.
10. 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, subsidiary1 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)(l);
b. As a result of the implementation of this Agreement, the 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 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 Property; and
e. Prospective Developer has complied with all applicable procedural requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields agreement
required byNCGS § 130A-310.39(a)(l), 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)(l),
and, within the meaning ofNCGS § 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 Brownfield
document after it is in effect, in which case there shall be an additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Property proposed herein would provide the following public
benefits:
8
17020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
a. significant portions of the Property will be redeveloped and returned to
productive use, which will facilitate new development on the undeveloped portions;
b. improvements in appearance and occupancy may stimulate similar
redevelopment in the area;
c. an increase in the Property's productivity will occur;
d. an estimated 275 temporary construction jobs and over 300 full-time positions
will be created by new tenants at the Property;
e. an increase in tax revenue for affected jurisdictions will occur;
f. the project represents "smart growth" through use of land in an already
developed area, thereby deterring "sprawl" development ofland beyond the urban fringe.
V. WORK TO BE PERFORMED
13. Based on the information in the Environmental Reports, and subject to imposition of and
compliance with the land use restrictions set forth below, and subject to Section IX 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 Property.
14. By way of the Notice of Brownfields Property referenced below in paragraph 19, Prospective
Developer shall impose the following land use restrictions under the Act, running with the land, to make
the Property suitable for the uses specified in this Agreement while fully protecting public health and the
environment. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Property other than for commercial, offices, retail,
parking, recreation, open space, high density residential and hotel uses without prior written permission of
DEQ. For purposes of this restriction, the following definitions apply:
i. "Commercial" defined as an enterprise carried on for profit or nonprofit by the
9
17020-13-036/Chronicle Mill BF A Chronical Mill_Exhibit A ·
owner, lessee or licensee;
ii. "Office" defined as the provision of business or professional services;
iii. "Retail" defined as the sale of goods or services, products, or merchandise
directly to the consumer or businesses and includes showrooms, personal service, and the sales of food and
beverage products;
iv. "Parking" defined as the temporary accommodation of motor vehicles in an
area designed for same;
v. "Recreation" defined as indoor and outdoor exercise-related, physically focused,
or leisure-related activities, whether active or passive, and the facilities for same, including, but not limited
to, studios, swimming pools, sports-related courts and fields, open space, greenways, parks, playgrounds,
walking paths, and picnic and public gathering areas;
vi. "Open Space" defined as land maintained in a natural or landscaped state and
used for natural resource protection, buffers, greenways, detention facilities for stormwater;
vii. "High Density Residential" defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia, apartments,
group homes, dormitories or boarding houses, and any property outside the dwelling structures is
usable by all residents and not privately owned as part of a particular unit, and shall include related
amenities, such as pools, clubhouses, courtyards, common areas, recreation areas and parking
garages; and
vii. "Hotel" defined as the provision of overnight lodging to paying customers, and
associated food services, gym, reservation, cleaning, utilities, parking and on-site hospitality, management
and reception services.
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17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
b. Physical redevelopment of the 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 Property,
the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise
from use of the Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those resulting
from contamination identified in the Environmental Reports;
ii. potential sources of the contamination referenced in paragraph 8 above;
iii. surface soil sampling for any soil areas that are planned to be exposed after the
planned development, and subsurface soil sampling, as required by DEQ;
iv. contingency plans for addressing newly discovered potential sources of
environmental contamination (e.g., tanks, drums, septic drain fields); and
v. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment.
c. Within 90 days after each one-year anniversary of the effective date of this
Agreement for as long as physical redevelopment of the Property continues ( except that the final deadline
shall fall 90 days after the conclusion of physical redevelopment), the then owner of the 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:
17020-13-036/Chronicle Mill
i. actions taken in accordance with the plan required by subparagraph 14.b above;
ii. soil grading and cut and fill actions;
11
BFA Chronical Mill_Exhibit A
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 Property (copies of all legally required manifests shall be
included).
d. Groundwater at the Property may not be used for any purpose without the prior
written approval ofDEQ.
e. No activity that disturbs soils on the Property may occur other than in accordance
with the approved EMP. Disturbance of soils not covered under the approved EMP may not occur 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 Property will be suitable for the uses
specified in subparagraph 14.a. above while fully protecting public health and the environment. This
limitation does not apply to mowing and pruning of above-ground vegetation, landscape plantings that do
not exceed 36 inches in depth; and emergency repair of underground infrastructure, if DEQ is given
written notice (if only by email) of any such emergency repair no later than the next business day, and
that any related assessment and remedial measures required by DEQ·are taken.
f. Residential use and use by sensitive populations, including but not limited to
children, the disabled or infirm, and senior citizens, is strictly prohibited within the area designated as
"vapor control restriction area" on the plat component of the Notice of Brownfields Property referenced
in paragraph 19 below, unless vapor controls as in g. below are pre-approved by DEQ in advance and in
writing as designed for such use.
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17020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
g. No building may be constructed within the area designated as "vapor control
restriction area" on the plat component of the Notice of Brownfields Property referenced in paragraph 19
below until:
i. it is demonstrated to DEQ's written satisfaction through a site-specific risk
assessment, that the building is protective of the building's users, public health and the environment from
risk of vapor intrusion;
ii. it is demonstrated, pursuant to a DEQ approved plan, and subject to DEQ's
approval, that the building would be or is sufficiently distant from the Property's groundwater and/or soil
contamination that the building's users, public health and the environment will be protected from risk from
vapor intrusion related to said contamination; or
iii. a plan for a vapor intrusion mitigation system, approved in writing by DEQ in
advance and including a proposed performance assessment for demonstration of the system's protection of
the building's users, public health and the environment from risk from vapor intrusion, is implemented to
the satisfaction of a North Carolina-licensed professional engineer as reflected by an implementation report,
bearing the seal of said engineer, that includes photographs and a description of the installation and
performance assessment of the mitigation system.
h. None of the contaminants known to be present in the environmental media at the
Property, may be used or stored at the Property without the prior written approval ofDEQ, except:
i. in de minimis amounts for cleaning and other routine housekeeping activities;
ii. as constituents of fuels, lubricants and oils in emergency generators,
machinery, equipment and vehicles in on-board tanks integral to said items or in flammable liquid storage
containers with capacities no greater than 25 gallons; and/or
iii. as constituents of products and materials customarily used or stored in
13
17020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
commercial, offices, retail, parking, recreation, open space, high density residential and hotel
environments, provided such products and materials are used, stored, and disposed of in accordance with
applicable laws and regulations.
1. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery
wells, piezometers and other man made points of groundwater access at the Property, except those wells
identified in accordance with Subchapter 2C of Title ISA 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.
j. The Property may not be used as a playground, or for child care centers or
schools within the area designated as "vapor control restriction area" without written approval by DEQ;
however, informal recreational activities for children and adults are permitted.
k. The owner of any portion of the Property where any existing, or subsequently
installed, DEQ-approved monitoring well is damaged by such owner, its contractors, or its tenants shall
be responsible for repair of any such wells to DEQ's written satisfaction and within a time period
acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ.
1. Neither DEQ, nor any party conducting environmental assessment or remediation
at the 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 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
Property.
m. Any deed or other instrument conveying an interest in the Property executed by
an owner of any interest in the Property shall contain the following notice: "The property which is the
subject of this instrument is subject to the Brownfields Agreement attached as Exhibit A to the Notice of
14
17020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
Brownfields Property recorded in the Gaston County land records, Book __ , Page __ ." A copy of
any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures related to the conveyance may be redacted. If DEQ issues prior, written approval, an
owner may use the following mechanisms to comply with the obligations of this paragraph, subject to the
terms and conditions that DEQ may establish in such approval: 1) The owner may provide DEQ with
copies of a form lease or rider evidencing compliance with this paragraph, in lieu of sending copies of
actual, executed leases, to the persons listed in Section XV (Notice and Submissions); or 2) the owner
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XV.
n. During January of each year after the year in which the Notice referenced below
in paragraph 19 is recorded, the owner of any part of the Property as of January 1st of that year ( or
owner's representative authorized in writing to act on the owner's behalf) shall submit a notarized Land
Use Restrictions Update ("LURU") to DEQ, and to the chief public health and environmental officials of
Gaston County, certifying that, as of said January 1st, the Notice ofBrownfields Property containing
these land use restrictions remains recorded at the Gaston County Register of Deeds office and that the
land use restrictions are being complied with, and stating:
i. the name, mailing address, telephone and facsimile numbers, and contact
person's e-mail address of the owner submitting the LURU if said owner acquired any part of the Property
in fee during the previous calendar year; and
ii. the transferee's name, mailing address, telephone and facsimile numbers,
and contact person's e-mail address, if said owner transferred any part of the Property in fee during the
previous calendar year.
iii. whether any vapor barrier and/or mitigation systems installed pursuant to
subparagraph 14.g. above are performing as designed, and whether the uses of the ground floors of any
buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how.
15
17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
15. The desired result of the above-referenced land use restrictions is to make the Property
suitable for the uses specified in the Agreement while fully protecting public health and the environment.
16. The guidelines, including parameters, principles and policies within which the desired results
are to be accomplished are, as to field procedures and laboratory testing, the Guidelines of the Inactive
Hazardous Sites Branch ofDEQ's Superfund Section and Division of Waste Management Vapor
Intrusion Guidance, as embodied in their most current version.
17. The consequence of achieving the desired results will be that the 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.
VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
18. In addition to providing access to the Property pursuant to subparagraph 14.1. above,
Prospective Developer shall provide DEQ, its authorized officers, employees, representatives, and all
other persons performing response actions under DEQ oversight, access at all reasonable times to other
property controlled by Prospective Developer in connection with the performance or oversight of any
response actions at the Property under applicable law. While Prospective Developer owns the 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 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.
19. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice ofBrownfields Property for
the Property containing, inter alia, the land use restrictions set forth in Section V (Work to Be Performed)
of this Agreement and a survey plat of the Property. Pursuant to NCGS § 130A-310.35(b), within 15
days of the effective date of this Agreement Prospective Developer shall file the Notice ofBrownfields
16
17020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
Property in the Gaston 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.
20. This Agreement shall be attached as Exhibit A to the Notice ofBrownfields Property.
Subsequent to recordation of said Notice, any deed or other instrument conveying an interest in the
Property shall contain the following notice, with the blanks filled in: "The Property which is the subject
of this instrument is subject to the Brownfields Agreement attached as Exhibit A to the Notice of
Brownfields Property recorded in the Gaston County land records, Book __ , Page __ ." A copy of
any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures related to the conveyance may be redacted. IfDEQ issues prior, written approval,
Prospective Developer may use the following mechanisms to comply with the obligations of this
paragraph, subject to the terms and conditions that DEQ may establish in such approval: 1) If every lease
and rider is identical in form, Prospective Developer may provide DEQ copies of a form lease or rider
evidencing compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notice and Submissions); or (ii) Prospective Developer may provide
abstracts of leases, rather than full copies of said leases, to the persons listed in Section XV.
21. The Prospective Developer shall ensure that a copy of this Agreement is provided to any
current lessee or sub lessee on the Property within seven days of the effective date of this Agreement.
VII. DUE CARE/COOPERATION
22. The Prospective Developer shall exercise due care at the Property with respect to the manner
in which regulated substances are handled at the Property and shall comply with all applicable local,
State, and federal laws and regulations. The Prospective Developer agrees to cooperate fully with any
17
17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
assessment or remediation of the 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 Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such release or
threat of release, and shall comply with any applicable notification requirements under NCGS § § l 30A-
310.l and 143-215.85, Section 103 of CERCLA, 42 U.S.C. § 9603, and/or any other law, and shall
immediately notify the DEQ Official referenced in paragraph 34.a. below of any such required
notification.
VIII. CERTIFICATION
23. By entering into this Agreement, the Prospective Developer certifies that, without DEQ
approval, it will make no use of the Property other than that committed to in the Brownfields Property
Application dated May 15, 2013 by which it applied for this Agreement. That use is commercial, offices,
retail, parking, recreation, open space, high density residential and hotel uses. 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 Property and to its qualification for this Agreement,
including the requirement that it not have caused or contributed to the contamination at the Property.
IX. DEO'S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
24. Unless any of the following apply, Prospective Developer shall not be liable to DEQ, and
DEQ covenants not to sue Prospective Developer, for remediation ofthe Property except as specified in
this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Property by or under the control or direction of the
18
17020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
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 Property, remediation of which is
required by this Agreement, to the extent necessary to eliminate such risk of harm to public health or the
environment.
c. A land use restriction set out in the Notice of Brownfields Property required under
NCGS § 130A-310.35 is violated while the Prospective Developer owns the Property, in which case the
Prospective Developer shall be responsible for remediation of the 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
Property.
e. New information indicates the existence of previously unreported contaminants or an
area of previously unreported contamination on or associated with the 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 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 Property or (ii)
the failure of remediation to mitigate risks to the extent required to make the Property fully protective of
public health and the environment as planned in this Agreement.
19
17020-13-036/Chronicle Mill BF A Chronical Mill_Exhibit A
g. The Department obtains new information about a contaminant associated with the
Property or exposures at or around the Property that raises the risk to public health or the environment
associated with the 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
PropertyunderNCGS § BOA-310.35.
25. Except as may be provided herein, DEQ reserves its rights against Prospective Developer as
to liabilities beyond the scope of the Act.
26. 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 § l 13A-1, et seq.
27. Consistent with NCGS § BOA-310.33, the liability protections provided herein, and any
statutory limitations in paragraphs 24 through 26 above, apply to all of the persons listed in NCGS §
130A-310.33, including future owners of the 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.
X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
28. In consideration ofDEQ's Covenant Not To Sue in Section IX of this Agreement and in
recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the Prospective
Developer hereby covenants not to sue and not to assert any claims or causes of action against DEQ, its
authorized officers, employees, or representatives with respect to any action implementing the Act,
including negotiating, entering, monitoring or enforcing this Agreement or the above-refer~nced Notice of
Brownfields Property.
20
17020-13-036/Chronicle Mill BF A Chronical Mill_Exhibit A
XI. PARTIES BOUND
29. 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.
XII. DISCLAIMER
30. 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 Property, a representation by DEQ
that the Property is fit for any particular purpose, nor a waiver of Prospective Developer's duty to seek
applicable permits or of the provisions ofNCGS § 130A-310.37.
31. Except for the Land Use Restrictions set forth in paragraph 14 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.
XIII. DOCUMENT RETENTION
32. 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 ofregulated substances at the 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 ofDEQ. To the extent DEQ retains any
21
17020-13-036/Chronicle Mill BFA Chronical Mill_Exhibit A
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.
XIV. PAYMENT OF ENFORCEMENT COSTS
33. If the Prospective Developer fails to comply with the terms of this Agreement, including,
but not limited to, the provisions of Section V (Work to be Performed), it shall be liable for all litigation
and other enforcement costs incurred by DEQ to enforce this Agreement or otherwise obtain compliance.
XV. NOTICES AND SUBMISSIONS
34. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a change
in contact information, all notices and submissions pursuant to this Agreement shall be sent by prepaid
first class U.S. mail, certified mail or overnight carrier, as follows:
a. forDEQ:
Lebeed Kady ( or successor in function)
N.C. Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:
John M. Church ( or successor in function)
Chronicle Mill Land, LLC
8720 Red Oak Blvd, Suite 300
Charlotte, NC 28217
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.
XVI. EFFECTIVE DATE
35. This Agreement shall become effective on the date the Prospective Developer signs it, after
receiving the signed Agreement from DEQ. Prospective Developer shall expeditiously sign the
Agreement following such receipt in order to effect the recordation of the full Notice of Brown fields
22
17020-13-036/Chronicle Mill BFA Chronical Mill Exhibit A
Property within the statutory deadline of 15 days following such receipt.
XVII. TERMINATION OF CERTAIN PROVISIONS
36. If any Party believes that any or all of the obligations under Section VI (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).
XVIII. CONTRIBUTION PROTECTION
37. 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 Property.
38. 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.
39. The Prospective Developer also agrees that, with respect to any suit or claim for contribution
brought against it in relation to the subject matter of this Agreement, it will notify DEQ in writing within
10 days of service of the complaint on it.
XIX. PUBLIC COMMENT
40. This Agreement shall be subject to a public comment period of at least 30 days starting the
day after the last to occur of the following: 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
23
l 7020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
circulation serving the area in which the Property is located, conspicuous posting of a copy of said
summary at the Property, and mailing or delivery of a copy of the summary to each owner of property
contiguous to the 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 DEP ARTM F ENVIRONMENT AL QUALITY
By: --v--+-'-''_c,l,_tJc~~-'_.~-----g~~---
Michael ott, Director
Division of Waste Management
L
24
l 7020-13-036/Chronicle Mill BF A Chronical Mill Exhibit A
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SURVEY DESCRIPTION
THAT CERTAIN PARCELS OR TRACTS OF LAND, SITUATED, LYING AND
BEING IN THE CITY OF BELMONT, SOUTHPOINT TOWNSHIP, GASTON
COUNTY, NORTH CAROLINA, AND BEING THE SAME LANDS DESCRIBED IN
DEED BOOK 4688 AT PAGE 1522, DEED BOOK 4755 AT PAGE 307, DEED BOOK
4756 AT PAGE 2197, DEEDBOOK4703 AT PAGE 706 AND DEED BOOK4802AT
PAGE 1992 IN THE GASTON COUNTY REGISTER OF DEEDS AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT AN EXISTING NAIL LOCATED AT THE NORTHWEST CORNER
OF BACK STREET AND SHORT STREET, HAVING NC. GRID -NAD 83(2011)
COORDINATES OF N: 549,519.15' E: 1,392,895.84; THENCE WITH THE
WESTERN, 30' PUBLIC RIGHT-OF-WAY OF SAID SHORT STREET Sll0 46'28"W
(PASSING AN EXISTING #4 REBAR AT A DISTANCE OF 83.82', PASSING AN
EXISTING #4 REBAR AT A DISTANCE OF 108.08', PASSING AN EXISTING #3
REBAR AT A DISTANCE OF 146.39', PASSING AN EXISTING CONCRETE
MONUMENT AT A DISTANCE OF 208.28' AND PASSING AN EXISTING #4
REBAR AT A DISTANCE OF 278.04') FOR A TOTAL DISTANCE OF 291.85' TO
AN EXISTING #5 REBAR WITH CAP LYING 0.87' SOUTH OF THE NORTHERN,
200' RIGHT-OF-WAY LINE FOR THE SOUTHERN RAILWAY COMPANY;
THENCE RUNNING WITH A LINE BEING APPROXIMATELY ONE (1) FOOT
SOUTH OF THE SAID NORTHERN 200' RIGHT-OF-WAY LINE N79°45'44"W
628.69' TO AN EXISTING 5/8" IRON PIN BEING ON THE EASTERN PROPERTY
LINE OF NORTH CAROLINA DEPARTMENT OF TRANSPORTATION (DEED
BOOK 2144 ATP AGE 164; GASTON COUNTY REGISTER OF DEEDS); THENCE
WITH THE EASTERN PROPERTY LINES OF SAID NORTH CAROLINA
DEPARTMENT OF TRANSPORTATION THE FOLLOWING SEVEN (7) COURSES
AND DISTANCES: (1) N68°55'52"E 100.05' TO AN EXISTING 1/2" IRON PIN;
THENCE (2) N57°24'10"E 100.02' TO AN EXISTING #5 REBAR WITH CAP;
THENCE (3) N51 °49'56"E 142.30' TO AN EXISTING #5 REBAR; THENCE (4)
N36°41 '19"W 92.33' TO AN EXISTING 1-1/4" PIPE; THENCE (5) N80°19'46"W
47.21' TO AN EXISTING 1-1/4" PIPE; THENCE (6) N61 °l9'14"E 68.60' TO AN
EXISTING, BENT #3 REBAR; THENCE (7) N06°33'35"E (PASSING AN EXISTING
REBAR WITH RIGHT-OF-WAY CAP BEING 0.66' WEST OF THE LINE AT A
DISTANCE OF 83.56') FORA TOTAL DISTANCE OF 171.93' TO AN EXISTING
NAIL; THENCE LEA YING NORTH CAROLINA DEPARTMENT OF
TRANSPORTATION AND RUNNING ALONG THE SOUTH SIDE OF EAST
CATAWBA STREET (N.C. HIGHWAY #7) THE FOLLOWING FOUR (4) COURSES
AND DISTANCES: (1) S83°07'57"E 255.03' TO AN EXISTING NAIL; THENCE (2)
886°22' 13"E 300.71' TO AN EXISTING, BENT #4 REBAR; THENCE (3)
S02°13'33"W 9.06' TO A COMPUTED POINT; THENCE (4) S86°09'22"E (PASSING
AN EXISTING #3 REBAR AT A DISTANCE OF 66.23' AND PASSING AN
EXISTING #3 REBAR AT A DISTANCE OF 119.93') FOR A TOTAL DISTANCE OF
177 .96' TO AN EXISTING #3 REBAR BEING ON THE SOUTHWEST
INTERSECTION OF SAID EAST CATAWBA STREET AND SOUTH FIRST
STREET, SAID POINT BEING LOCATED N86°42'59"W 41.05' OF AN EXISTING
#4 REBAR; THENCE LEAVING EAST CATAWBA STREET AND RUNNING WITH
THE WESTERN, 40' PUBLIC RIGHT-OF-WAY LINE OF SOUTH FIRST STREET
S03°35'04"W (PASSING AN EXISTING #3 REBAR AT A DISTANCE OF 68.18'
AND PASSING AN EXISTING #3 REBAR AT A DISTANCE OF 13 8.82 ') FOR A
TOTAL DISTANCE OF 207.99' TO AN EXISTING #3 REBAR BEING ON THE
NORTHWEST INTERSECTION OF SOUTH"FIRST STREET AND BACK STREET;
THENCE LEAVING SOUTH FIRST STREET AND RUNNING WITH THE
NORTHERN, 40' PUBLIC RIGHT-OF-WAY LINE OF BACK STREET THE
FOLLOWING TWO (2) COURSES AND DISTANCES: (1) N88°05'37"W 55.42' TO
AN EXISTING, BENT #4 REBAR; THENCE (2) S86°58'55"W 251.86' TO THE
POINT AND PLACE OF BEGINNING. CONTAINING 7.041 ACRES AS SHOWN ON
A SURVEY ENTITLED "EXHIBIT B TO THE NOTICE OF BROWNFIELDS
PROPERTY -SURVEY PLAT" BY CESI CIVIL -GEOTECHNICAL-SURVEYING
(JOB NO. 160218.000), DATED MAY 18, 2016.
Chronicle Mill
96 East Catawba Street
Belmont, Gaston County
NC 28012
Location Map
Source: U.S.G.S. 7.5 Minute Topographic Map
(www.terraserver-usa.com)
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