17003_Moores Chapel PC Package 20150602

From:Minnich, Carolyn
To:Lee Holloway ([e-mail])
Subject:Approval to Public Comment <16036-12-060 Moores Chapel Redevelopment>
Date:Tuesday, June 02, 2015 10:25:00 AM
Attachments:Moores Chapel NBP 5-22-2015.docxMoores Chapel Exhibit 2 5-22-2015.docxMoores Chapel Plat Map 5-27-2015.pdf
Moores Chapel Exhibit 1.pdfMoores Chapel LEGAL DESCRIPTION.docxMoores Chapel NI 5-22-2015.docxMoores Chapel SNI 5-22-2015.docx
Dear Mr. Holloway:

Based on acceptance by the Prospective Developer of drafts of all four required brownfields documents -- the Notice
of Intent to Redevelop a Brownfields Property (NI), Summary of Notice of Intent to Redevelop a Brownfields Property
(SNI), Notice of Brownfields Property (NBP) and the Brownfields Agreement (Exhibit A to the NBP) -- and DENR's
approval of the plat component of the NBP, Prospective Developer may now proceed to the tasks required by NCGS §
130.310.34(a) in connection with the required public notice and comment period of at least 30 days regarding the
subject brownfields project. Those tasks are as follows:

1. Publish the approved SNI in a newspaper of general circulation serving the area in which the brownfields property
is located,
2. Conspicuously post a copy of the SNI at the brownfields property,
3. Mail or deliver the SNI to each owner of property contiguous to the brownfields property,
4. Provide a copy of the full NI to the local location where it will be available for public review as stated in the SNI,
and
5. Provide a copy of the full NI, consisting of the one-page NI and the NBP with its three exhibits (the Brownfields
Agreement, the survey plat, and the legal description), to all local governments having jurisdiction over the
brownfields property.

Pursuant to NCGS § 130.310.34.(b), the public comment period shall begin following completion of the above tasks.
The NI and SNI, with a date filled in representing our belief as to how long it will take you to complete those tasks
of June 15, 2015 (but subject to change if you propose a different date), are attached hereto. The comment
period shall not end any sooner than 30 days after you complete the tasks.

NCGS § 130.310.34(b) also requires the Prospective Developer to submit documentation of the public notices to
DENR prior to DENR entering into a Brownfields Agreement. That documentation shall be submitted by promptly
providing to me, preferably at [e-mail] or at Brownfields Program, 1646 Mail Service Center,
Raleigh, NC 27699-1646, the following:

· Affidavit of publication of the SNI from the newspaper or a copy of the SNI published in the newspaper which
shows the name of the newspaper and the date of publication,
· Photos of the SNI posted at the site, one close up to show the wording and one far enough to show the
posting location relative to the property,
· Copies of the cover letters and copies of the mailing receipts stamped by the post office or copies of the
delivery service receipts for the SNI sent to contiguous property owners,
· A letter from confirming receipt of the full NI from each local government entity and the entity where the
document will be available for viewing.
Thank you for your attention to these matters. If you have any questions or require additional information, you may
contact me.

CFM

 Carolyn Minnich, Brownfields Project Manager www.ncbrownfields.org 704/661-0330
_____________________________________________________________________________________________________________________________________________________________________________________________________________
Email correspondence to and from this address is subject to the North Carolina Public Records Law and may be
disclosed to third parties unless the content is exempt by statute or other regulation.

16036-12-060/Moores Chapel Redevelopment (05/22/2015, changed as needed for final printing & signing)

1
NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
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
properties that may have been or were contaminated by past industrial and commercial activities.
One of the Act’s requirements is this Notice of Intent to Redevelop a Brownfields Property approved
by the North Carolina Department of Environment and Natural Resources (“DENR”). See NCGS
§ 130A-310.34(a). The Notice of Intent must 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 prepared in
accordance with NCGS § 130A-310.35. The party (”Prospective Developer”) who desires to enter
into a Brownfields Agreement with DENR must provide a copy of this Notice to all local
governments having jurisdiction over the brownfields property. The proposed Notice of
Brownfields Property for a particular brownfields project is attached hereto; the proposed
Brownfields Agreement, which is attached to the proposed Notice of Brownfields Property as
Exhibit A, contains the other required elements of this Notice. Written public comments may be
submitted to DENR within 30 days after the latest of the following dates: the date the required
summary of this Notice is (1) published in a newspaper of general circulation serving the area in
which the Property is located, (2) conspicuously posted at the Property, and (3) mailed or delivered
to each owner of property contiguous to the brownfields property. Written requests for a public
meeting may be submitted to DENR within 21 days after the period for written public comments
begins. Those periods will start no sooner than June 15, 2015, and will end on the later of: a) 30
and 21 days, respectively, after that; or b) 30 and 21 days, respectively, after completion of the latest
of the three (3) above-referenced dates. All comments and meeting requests should be addressed as
follows:
Mr. Bruce Nicholson
Head, Brownfields Program Division of Waste Management, DENR NC Department of Environment and Natural Resources 1601 Mail Service Center
Raleigh, North Carolina 27699-1601

17003-13-060/Moores Chapel Redevelopment (05/22/2015, changed as needed for final printing & signing)

Note: Ready for Reuse Brownfields Agreement, [Name of Prospective Developer] is unknown at this time.
SUMMARY OF NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY Prospective Developer Brownfields Project Number: 17003-13-060

Pursuant to NCGS § 130A-310.34, Name of Prospective Developer as Prospective Developer,
has filed with the North Carolina Department of Environment and Natural Resources (“DENR”) a Notice
of Intent to Redevelop a Brownfields Property (“Property”) in Charlotte, Mecklenburg County, North
Carolina. The Property, which is the former site of Consolidated Warehouse and former Thrift Mill,
consists of 15.841 acres. Environmental contamination exists on the Property in soil, groundwater, and
vapor. Name of Prospective Developer has committed itself multi-residential, office, retail, industrial,
parking, and, if DENR issues prior written approval, other commercial uses. The immediate
redevelopment plans are for industrial use. The Notice of Intent to Redevelop a Brownfields Property
includes: (1) a proposed Brownfields Agreement between DENR and Name of Prospective Developer,
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 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 Charlotte-
Mecklenburg Public Library, 310 North Tryon Street, Charlotte, NC 28202 by contacting Tom Cole at
that address or at [phone]; or at the offices of the N.C. Brownfields Program, 217 West Jones
Street, Raleigh, NC 27603 (mailing address 1601 Mail Service Center, Raleigh, NC 27699-1601 by
contacting Shirley Liggins at that address, at [e-mail] or at [phone].

Written public comments may be submitted to DENR within 30 days after the latest of the
following dates: the date this Notice is (1) published in a newspaper of general circulation serving the
area in which the Property is located, (2) conspicuously posted at the Property, and (3) mailed or
delivered to each owner of property contiguous to the Property. Written requests for a public meeting
may be submitted to DENR within 21 days after the period for written public comments begins. Those
periods will start no sooner than June 15, 2015, and will end on the later of: a) 30 and 21 days,
respectively, after that; or b) 30 and 21 days, respectively, after completion of the latest of the three (3)
above-referenced dates. All public comments and public meeting requests should be addressed as
follows:
Mr. Bruce Nicholson
Brownfields Program Manager
Division of Waste Management, DENR
NC Department of Environment and Natural Resources 1601 Mail Service Center Raleigh, North Carolina 27699-1601
NBP Shell 5/13/2015 (this is removed when approved for PC)
16036-12-060/Moores Chapel Redevelopment (05/22/2015, changed as needed for final NBP printing & signing)
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Note: Ready for Reuse Brownfields Agreement, [Name of Prospective Developer] is unknown at this time.
Property Owner: [fill in] Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____

NOTICE OF BROWNFIELDS PROPERTY
This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 201__ by
______________________________ (“Prospective Developer”).

This Notice concerns contaminated property. A copy of this Notice certified by the North Carolina Department of Environment and Natural
Resources (“DENR”) 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 DENR’s approval of the Notice or Prospective
Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. Pursuant to
NCGS § 130A-310.35(c), the copy of the Notice certified by DENR 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 8300 Moore’s Chapel Road and was the former Thrift Mill. The
Brownfields Property is approximately 15 acres. Environmental contamination exists in soil, groundwater, and
vapor from historical operations. Name of Prospective Developer has committed itself to multi-residential, office, retail, industrial, parking, and, if DENR issues prior written approval, other commercial purposes. The immediate

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redevelopment plans are for industrial use. The property is surrounded by land in commercial, retail, and
residential uses.
The Brownfields Agreement between Prospective Developer and DENR 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 protect public health and the environment, and is required by NCGS § 130A-310.32. The Brownfields Agreement’s Exhibit 2 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 DENR, 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 DENR
(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 DENR 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 multi-residential, office,
retail, industrial, parking, and, if DENR issues prior written approval, other commercial purposes. For purposes of this restriction, the following definitions apply a. “Multi-family residential” refers to permanent residential apartments or condominiums
where the units are attached to each other with common walls and property outside of dwelling structures,
except for resident-specific storage, is not owned or leased by any particular resident but is common to all
residents. Single family homes are prohibited unless waived in writing by DENR in advance. b. “Office” refers to the rendering of business or professional services. c. Retail” refers to the sale of goods or services directly to the consumer or businesses
and includes showrooms, personal service, restaurants, and bars.
d. “Industrial” refers to the assembly, fabrication, processing, storage, warehousing,
distribution of goods or materials, manufacturing, truck distribution centers, truck and vehicle repair or garage, wood working ships, construction companies, or other industrial purposes.

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e. “Parking” refers to the accommodation and storage of motor vehicles in an area
designed for the same.
f. “Commercial” refers to a business enterprise. Child care centers or adult care centers
are prohibited. 2. Surface water and groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DENR.

3. No activity that disturbs soil on the Brownfields Property in the “Area of Possible Soil
Contamination” as delineated on the plat component of the Notice, may occur unless and until DENR states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures
DENR deems necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 1 while fully protecting public health and the environment, except: in connection with de minimis
soil removals to depths not exceeding 18 inches, mowing and pruning of above-ground vegetation; and, for
emergency repair of underground infrastructure, provided that DENR shall be 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 DENR shall be taken.
4. In the “Area of Possible Vapor Contamination” as delineated on the plat component of the
Notice, the building may not be occupied, until;
a. DENR determines in writing, in advance, based on submittals from the building’s proponent, that the building would be 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;
b. vapor mitigation measures are installed or implemented to the satisfaction of a
professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report that includes photographs and a description of the installation and performance of said measures. All vapor mitigation measures shall be installed or implemented in accordance with a plan approved in writing by DENR
in advance, including methodology(ies) for demonstrating performance of said measures.
5. No building may be constructed on the Property and no existing building, defined as those
depicted on the plat component, may be changed to residential use until:
a. DENR determines in writing, in advance, based on submittals from the building’s proponent, that the building would be 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;
b. vapor mitigation measures are installed or implemented to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report that includes photographs and a description of the installation and performance of said measures. All vapor
mitigation measures shall be installed or implemented in accordance with a plan approved in writing by DENR
in advance, including methodology(ies) for demonstrating performance of said measures.
6. Not later than redevelopment, the known USTs, identified in Exhibit A Subparagraph 7.f shall be removed and addressed to the satisfaction of DENR.
7. None of the contaminants known to be present in the environmental media at the Brownfields
Property, including those listed in Exhibit 2 to this Agreement, may be used or stored at the Brownfields

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Property without the prior written approval of DENR, except in de minimis amounts for: cleaning, other routine
housekeeping, and vehicle maintenance and service in compliance with applicable law, though vehicle parts and
tools may not be washed in solvents containing any contaminants known to be present in the environmental
media at the Brownfields Property. The owner shall ensure that any leases for the storage space or yard space contain a provision that prohibits the storage of tetrachloroethylene, trichloroethylene, cis 1,2-dichloroethylene,
1,1-dichloroethylene, 1,1-dichloroethane, and 1,1,1-trichloroethane.
8. The owner of any portion of the Brownfields Property where any existing, or subsequently
installed, DENR-approved monitoring well is damaged shall be responsible for repair of any such wells to
DENR’s written satisfaction and within a time period acceptable to DENR, unless compliance with this Land Use Restriction is waived in writing by DENR in advance, provided that any such monitoring well may be
abandoned with DENR’s prior written approval.

9. Neither DENR, 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 DENR, 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.

10. During January of each year after the year in which the Notice 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 DENR, and to the chief public health and environmental officials of Mecklenburg County
(A joint LURU may be submitted for multiple owners by a duly constituted board, association or other entity
approved in advance by DENR), certifying that, as of said January 1st, the Notice of Brownfields Property
containing these land use restrictions remains recorded at the Mecklenburg 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 Property
during the previous calendar year (for properties covered under a joint LURU, this portion is not required); 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 during the previous
calendar year (for properties covered under a joint LURU, this portion is not required).
c. whether any vapor mitigation measures implemented pursuant to subparagraph 4 or 5.
above are performing as designed, and whether the uses of the ground floors of any buildings containing such
vapor mitigation measures have changed, and if so, how.

For purposes of the land use restrictions set forth above, the DENR point of contact shall be the DENR
official referenced in paragraph 34.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 DENR

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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 DENR (or its successor in function), or his/her delegate, shall be subject to enforcement by DENR to the full extent of the
law. Failure by any party required or authorized to enforce any of the above restrictions shall in no event be
deemed a waiver of the right to do so thereafter as to the same violation or as to one occurring prior or subsequent
thereto.
FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS
When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to NCGS
§ 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no smaller
type than that used in the body of the deed or instrument, a statement that the Brownfields Property has been classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse Act.

IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this
_____ day of _______________, 201__.

[Insert Name of LLC]

By: _____________________________________________ Name typed or printed: Member/Manager

NORTH CAROLINA
_____________ COUNTY
I, _________________________, a Notary Public of the county and state aforesaid, certify
that_________________________ personally came before me this day and acknowledged that he/she is a
Member of ______________________, LLC, a _____________ (state) limited liability company, and its Manager,
and that by authority duly given and as the act of the company, the foregoing Land Use Restriction Update was
signed in its name by him/her. WITNESS my hand and official stamp or seal, this ____ day of_______________, 20__.

____________________________________
Name typed or printed: Notary Public
My Commission expires: ___________________
[Stamp/Seal]

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************************************
[Only where PD is not prop. owner, also use following statement, w/ appropriate signature/notary blocks (which depends on nature of prop. owner, e.g., LLC, corp., partnership, individual), in addition to appropriate sig. block for PD.]
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.

[Name of Owner]

By: ______________________________
_______________
________________________
Name typed or printed: ___________________________ 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: _____________________

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************************************
APPROVAL AND CERTIFICATION OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENT
AND NATURAL RESOURCES
The foregoing Notice of Brownfields Property is hereby approved and certified.
North Carolina Department of Environment and Natural Resources

By: _________________________________________ ________________________ Michael E. Scott Date Deputy Director, Division of Waste Management

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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

17003-13-060/Moores Chapel Redevelopment (05/22/2015, update for final printing & signing)
Note: Ready for Reuse Brownfields Agreement, [Name of Prospective Developer] is unknown at this time.

EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES

IN THE MATTER OF: [Name of Prospective Developer]

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Moores Chapel Redevelopment Project
OF 1997, NCGS § 130A-310.30, et seq. ) 8300 Moores Chapel Road
Brownfields Project #17003-13-060 ) Charlotte, Mecklenburg

I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environment and Natural Resources (“DENR”) and [name of Prospective
Developer] (collectively the "Parties") pursuant to the Brownfields Property Reuse Act of 1997,
NCGS § 130A-310.30, et seq. (the “Act”).
[Provide introductory information, consistent with Statement of Facts, about
Prospective Developer, its address, its business form and where it’s chartered (or its
domicile in case of individual). The property comprises approximately 15 acre parcel that is the
site of the former Thrift Mill. The property address is 8300 Moore’s Chapel Road in Charlotte,
North Carolina (Mecklenburg County Tax Parcel Identification Number 05501103).
Redevelopment plans for the property include: multi-residential, office, retail, industrial, parking,
and, if DENR issues prior written approval, other commercial uses. The immediate
redevelopment plans include industrial use. The property is surrounded by land in commercial,
retail, and residential uses. Soil, groundwater, and soil vapor gas on the property are
contaminated due to historical operations. A map showing the location of the property which is
the subject of this Agreement is attached hereto as Exhibit 1.

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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 VIII (Certification), Section IX (DENR’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of [name of Prospective Developer] for contaminants at the property which is
the subject of this Agreement.
The Parties agree that [name of Prospective Developer]’s entry into this Agreement, and
the actions undertaken by [name of Prospective Developer] in accordance with the Agreement,
do not constitute an admission of any liability by [name of Prospective Developer].
The resolution of this potential liability, in exchange for the benefit [name of Prospective
Developer] shall provide to DENR, 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 [name of Prospective Developer].
III. STATEMENT OF FACTS
3. The Property comprises approximately 15.841 acres. Prospective Developer has
committed itself to redevelopment for no uses other than multi-residential, office, retail,
industrial, parking, and, if DENR issues prior written approval, other commercial purposes. The

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immediate redevelopment plans are for industrial use.
4. The Property is bordered to the north by railroad tracks and the Plantation Pipeline
Terminal with woodland beyond, to the south by Moore’s Chapel Road and land in commercial
and industrial use, to the east by residence and industrial use beyond, and to the west by
Hammond Street, Glassgow Road, and residential use beyond.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Property:
Title Prepared by Date of Report
Limited Phase II ESA S&ME June 2012
Phase I ESA S&ME June 30, 2011
Site Specific Sampling & Analysis Plan S&ME December 21, 2011
DEHNR Site Inspection Document DEHNR & Others 1997
DEHNR Expanded Site Inspection DEHNR DWM July 1997
DEHNR Site Inspection Consolidated Warehouse NCD
130 708 126
DEHNR DWM January 1995
DEHNR Site Inspection Old Mount Holly Road
PCE Site NCD 986 172 518
DEHNR DWM September 30, 1994
Preliminary Assessment Report DEHNR SWM, Superfund February 1994
HDR Preliminary Environmental Assessment for Real
Estate Transaction
HDR Engineering, Inc. of
North Carolina
October 1989

6. For purposes of this Agreement, DENR relies on the following representations by
Prospective Developer as to use and ownership of the Property:
a. Prior to 1912, the land was undeveloped woodland. In 1912, Thayer
Manufacturing Company purchased the Property and erected a mill, weave shed, warehouse, and
pump house.

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b. In 1913, Thrift Mill Company purchased the Property. Operations included
various textiles manufacturing process. The mill name changed several times from 1913-1980.
c. In 1924, Henry Kendall purchased the Property from Thrift Manufacturing.
From 1924-1958, the primary activity at the site was conversion of bailed cotton into grey cloth
or unbleached, unfinished cotton.
d. In 1958 Kendall Company sold the mill to Allen Knitting Mills. Allen
Knitting Mills operated three divisions: Standard Textile Mills, Thrift Dye Works, and United
Bonding Company. Standard Textile Mills was the knitting mill, the Thrift Dye Works was
located in the dye house, and the United Bonding Company also operated on the premises.
e. In 1973, Allen Knitting Mills transferred ownership to Standard Textile Mills.
At that time, the knitting and bonding mills closed and only the dye works remained. In 1980,
Standard Textile Mill borrowed 1.85 million dollars for upgrades on the mill operations, but was
unable to repay the loan and the Property was auctioned off.
f. In October 1981, at a public auction, the Property was sold to Economic
Development Administrations (U.S. Department of Commerce).
g. In 1982, Donrick Trade Center purchased the Property and operated a flea
market and auction house on the Property. During this ownership, a portion of the building was
rented to FloorTech, Inc. as a lessess tenant. FloorTech Inc. operated on the Property from 1984
through 1986.
h. In October 1989, Warehouse Investors, LLC purchased the Property. It is
currently used for warehouse storage, truck terminal, offices, bailing operation, and wood
workshop. Portions of the buildings are vacant and most are underused.

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i. There is one small outparcel within the Brownfields Property not included in
this Agreement, consisting of property owned by Marlway LTD Partnership, containing
approximately 0.08 acres and a water tower. This parcel is denoted on the plat component of the
Notice of Brownfields Property referenced below in paragraph 19.
7. Pertinent environmental information regarding the Property includes the following:
a. Historical mill operations on the Property used chlorinated solvents. Based on
the environmental reports, drums of tetrachloroethylene and trichloroethylene were used and
rinsed in wash house. The wastewater was discharged to two lagoons that are not associated
with the Brownfields Property, but were part of historical mill operations. The groundwater is
impacted on the Property.
b. From 1986-1987, Floortech operated on the Property. They were listed as a
small hazardous waste generator.
c. On the Property, several warehouse tenants have received Notices of
Violations (NOVs) from NC Hazardous Waste Section and Mecklenburg County Department of
Environmental Protections (MCDEP) for storage of hazardous and soil wastes.
d. In 1994, the Property was listed on the IHSB Inventory as Consolidated
Warehouse. The site was assigned NCD 130-708-126 and Groundwater Incident No. 06105. In
July 1997, CERCLA recommended No Further Action (NFA) for the incident.
e. In January 1995, Lubrichem Environmental and Atlantic Warehouse were
issued violations for oil discharge on the ground surface on the west side of the Property. They
were issued a violation for storage of hazardous and soil waste. Waste solvent from laboratory
was stored on-site in drums improperly.

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f. There are three (3) underground storage tanks (USTs) on the Property. One
10,000-gallon and two 20,000-gallon USTs; they were reportedly used to store Fuel Oil No. 6.
The USTs have not been operated by current owner and currently contain solid sludge like
material of Fuel Oil #6. One UST is within the Duke Power parcel. Additional assessment will
be required once the USTs are removed.
g. In 2011, the current owner, applied to the City of Charlotte Brownfields
Assessment Grant Program. Soil, groundwater, and vapor assessment activities were completed
to aid in the redevelopment of the Property.
8. Pertinent environmental information regarding the Property indicates that soil,
groundwater, and vapor are impacted due to historical operations.
a. Soil has elevated levels of arsenic but they are within acceptable naturally
ranges for the area. In addition, tetrachloroethylene was detected in one sample along former
trench line between the warehouse and lagoon. This area is address in Land Use Restriction
Number below subparagraph 14.c.
b. The groundwater investigation activities at the Property reflect the presence of
volatile organic compounds and metals, including: trichloroethylene, tetrachloroethylene, cis-
1,2-dichloroethylene; 1,1,1-trichloroethane, 1,1-dichloroethane, chromium and manganese, in
excess of the standards in Title 15A of the North Carolina Administrative Code, Subchapter 2L.
The metals are considered to be naturally occurring based on detected soil levels in background
samples.
c. Sub-slab vapor samples were collected in a portion of the warehouse. Samples
reported levels that were above Industrial Screening levels near the dye pits. Additional

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assessment or engineering controls are required and addressed in Land Use Restriction Number
below subparagraph 14.d and e.
d. One or more data tables reflecting the concentrations of and other information
regarding the Property’s contaminants appear in Exhibit 2 to this Agreement. Screening levels
and groundwater standard are shown for reference only and are not set forth as cleanup levels for
the purposes of this Agreement.
9. For purposes of this Agreement DENR 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 DENR a
Brownfields Property Application dated ______________. On ___________, 200_, Prospective
Developer contracted to purchase the Property.
10. Prospective Developer has provided DENR with information, or sworn certifications
regarding that information on which DENR 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 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

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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. On behalf of the Prospective Developer, Warehouse Investors, LLC has paid to
DENR the $7,500 fee to seek a brownfields agreement required by NCGS § 130A-310.39(a)(1),
and shall make a payment to DENR of $7,500 at the time Prospective Developer and DENR
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 DENR 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:
a. an increase in the Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood utilization appearance and otherwise;
c. the creation of additional jobs both during redevelopment and normal

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operations;
d. an increase in tax revenue for affected jurisdictions;
e. additional mixed use space 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”).
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 (DENR’s Covenant Not to Sue and Reservation of Rights), DENR 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 instead of remediation to unrestricted use
standards. All references to DENR shall be understood to include any successor in function.
a. No use may be made of the Property other than for multi-residential, office,
retail, industrial, parking, and, if DENR issues prior written approval, other commercial
purposes. For purposes of this restriction, the following definitions apply
i. “Multi-family residential” refers to permanent residential apartments or
condominiums where the units are attached to each other with common walls and property outside
of dwelling structures, except for resident-specific storage, is not owned or leased by any particular
resident but is common to all residents. Single family homes are prohibited unless waived in

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writing by DENR in advance.
ii. “Office” refers to the rendering of business or professional services.
iii. Retail” refers to the sale of goods or services directly to the consumer
or businesses and includes showrooms, personal service, restaurants, and bars.
iv. “Industrial” refers to the assembly, fabrication, processing, storage,
warehousing, distribution of goods or materials, manufacturing, truck distribution centers, truck
and vehicle repair or garage, wood working ships, construction companies, or other industrial
purposes.
v. “Parking” refers to the accommodation and storage of motor vehicles in
an area designed for the same.
vi. “Commercial” refers to a business enterprise. Child care centers or
adult care centers are prohibited.
b. Surface water and groundwater at the Property may not be used for any purpose
without the prior written approval of DENR.
c. No activity that disturbs soil on the Property in the “Area of Possible Soil
Contamination” as delineated on the plat component of the Notice of Brownfields Property
referenced below in paragraph 19, may occur unless and until DENR states in writing, in
advance of the proposed activity, that said activity may occur if carried out along with any
measures DENR 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, except: in
connection with de minimis soil removals to depths not exceeding 18 inches, mowing and
pruning of above-ground vegetation; and, for emergency repair of underground infrastructure,

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provided that DENR shall be 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 DENR shall be taken.
d. In the “Area of Possible Vapor Contamination” as delineated on the plat
component of the Notice of Brownfields Property referenced below in paragraph 19, the building
may not be occupied, until;
i. DENR determines in writing, in advance, based on submittals from the
building’s proponent, that the building would be 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;
ii. vapor mitigation measures are installed or implemented to the
satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal on a report that includes photographs and a description of the
installation and performance of said measures. All vapor mitigation measures shall be installed
or implemented in accordance with a plan approved in writing by DENR in advance, including
methodology(ies) for demonstrating performance of said measures.
e. No building may be constructed on the Property and no existing building,
defined as those depicted on the plat component of the Notice of Brownfields Property
referenced in paragraph 19 below, may be changed to residential use until:
i. DENR determines in writing, in advance, based on submittals from the
building’s proponent, that the building would be sufficiently distant from the Property’s

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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;
ii. vapor mitigation measures are installed or implemented to the
satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal on a report that includes photographs and a description of the
installation and performance of said measures. All vapor mitigation measures shall be installed
or implemented in accordance with a plan approved in writing by DENR in advance, including
methodology(ies) for demonstrating performance of said measures.
f. Not later than redevelopment, the known USTs, identified above in
subparagraph 7.f shall be removed and addressed to the satisfaction of DENR.
g. None of the contaminants known to be present in the environmental media at
the Property, including those listed in Exhibit 2 to this Agreement, may be used or stored at the
Property without the prior written approval of DENR, except in de minimis amounts for:
cleaning, other routine housekeeping, and vehicle maintenance and service in compliance with
applicable law, though vehicle parts and tools may not be washed in solvents containing any
contaminants known to be present in the environmental media at the Property. The owner shall
ensure that any leases for the storage space or yard space contain a provision that prohibits the
storage of tetrachloroethylene, trichloroethylene, cis 1,2-dichloroethylene, 1,1-dichloroethylene,
1,1-dichloroethane, and 1,1,1-trichloroethane.
h. The owner of any portion of the Property where any existing, or subsequently
installed, DENR-approved monitoring well is damaged shall be responsible for repair of any

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such wells to DENR’s written satisfaction and within a time period acceptable to DENR, unless
compliance with this Land Use Restriction is waived in writing by DENR in advance, provided
that any such monitoring well may be abandoned with DENR’s prior written approval..
i. Neither DENR, 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 DENR, 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.
j. 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 shall submit a notarized Land Use Restrictions Update (“LURU”) to DENR, and to the chief
public health and environmental officials of Mecklenburg County (A joint LURU may be
submitted for multiple owners by a duly constituted board, association or other entity approved
in advance by DENR), certifying that, as of said January 1st, the Notice of Brownfields Property
containing these land use restrictions remains recorded at the Mecklenburg 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 during the previous calendar year (for properties covered under a joint
LURU, this portion is not required); 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

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during the previous calendar year (for properties covered under a joint LURU, this portion is not
required).
iii. whether any vapor mitigation measures implemented pursuant to
subparagraph 14.d and/or e. above are performing as designed, and whether the uses of the
ground floors of any buildings containing such vapor mitigation measures have changed, and if
so, how.
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 of DENR’s Superfund Section, 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.i. above,
Prospective Developer shall provide DENR, its authorized officers, employees, representatives,
and all other persons performing response actions under DENR oversight, access at all

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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, which
access is to be conducted 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 environmental. While Prospective Developer owns the Property,
DENR shall provide reasonable notice to Prospective Developer of the timing of any response
actions to be undertaken by or under the oversight of DENR at the Property. Notwithstanding
any provision of this Agreement, DENR 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. DENR has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
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 of Brownfields Property in the Mecklenburg County, North Carolina,
register of deeds’ office. Within three (3) days thereafter, Prospective Developer shall furnish
DENR 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 of Brownfields
Property. Subsequent to recordation of said Notice, any deed or other instrument conveying an

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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
Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page
____.” A copy of any such instrument shall be sent to the persons listed in Section XV (Notices
and Submissions), though financial figures related to the conveyance may be redacted. In
connection with leases of the Property, if a standard form lease is used in every instance, copies
of it may be sent in lieu of copies of actual leases if it is sent at least 30 days before its first use
and the first use of any materially revised version of it.
21. The Prospective Developer shall ensure that to the extent it can legally do so, any
subsequent leases, subleases, assignments or transfers of the Property or an interest in the
Property are consistent with this Section (Access/Notice To Successors In Interest), Section V
(Work to be Performed) and Section XI (Parties Bound) 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 assessment or remediation of the Property by DENR and further agrees
not to interfere with any such remediation. DENR agrees, consistent with its responsibilities
under applicable law, to use reasonable efforts to minimize any interference with the Prospective
Developer’s operation by any such 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,

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abate, or minimize such release or threat of release, and shall, comply with any applicable
notification requirements under NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA,
42 U.S.C. § 9603, and/or any other law, immediately notify the DENR Official referenced in
paragraph __.a below of any such required notification.

VIII. CERTIFICATION
23. By entering into this Agreement, the Prospective Developer certifies that, without
DENR approval, it will make no use of the Property other than that committed to in the
Brownfields Property Application dated ______________________ by which it applied for this
Agreement. That use is multi-family residential, office, retail, industrial, parking, and, if DENR
issues prior written approval, other commercial purposes, as more fully set forth in paragraph 14.
Prospective Developer also certifies that to the best of its knowledge and belief it has fully and
accurately disclosed to DENR 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. DENR’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
24. Unless any of the following apply, Prospective Developer shall not be liable to
DENR, and DENR covenants not to sue Prospective Developer, for remediation of the Property
except as specified in this Agreement:

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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 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

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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.
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 Property under NCGS §130A-310.35.
25. Except as may be provided herein, DENR 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 § 113A-1, et seq.
27. Consistent with NCGS § 130A-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

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or parents, subsidiaries, or affiliates of potentially responsible parties.

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X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
28. In consideration of DENR’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 DENR, 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.
XI. PARTIES BOUND
29. This Agreement shall apply to and be binding upon DENR, 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 reflects DENR’s evaluation of the risks to public health and the
environment and the fitness of the Property for a particular use only with respect to the
environmental conditions addressed by this Agreement and only to the extent provided
herein. Further, this Agreement is not a waiver of Prospective Developer’s duty to seek
applicable permits or of the provisions of NCGS § 130A-310.37.
31. Except for the Land Use Restrictions set forth in paragraph 14 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.

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XIII. DOCUMENT RETENTION
32. The Prospective Developer agrees to retain and make available to DENR 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 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. At the end of six (6) years, the Prospective Developer shall
notify DENR of the location of such documents and shall provide DENR with an opportunity to
copy any non-privileged documents at the expense of DENR. To the extent DENR 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.
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 DENR to enforce this Agreement
or otherwise obtain compliance.
XV. NOTICES AND SUBMISSIONS
34. Unless otherwise required by DENR 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, as follows:
a. for DENR:

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Carolyn F. Minnich
N.C. Division of Waste Management
Brownfields Program
Mail Service Center 1601 Raleigh, NC 27699-1601

b. for Prospective Developer:
Name
Company
Address
City, State, ZIP
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 it, signed, from DENR. Prospective Developer shall sign the Agreement
within seven (7) 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

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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 DENR 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 DENR
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
DENR 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 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 DENR holds one pursuant to NCGS § 130A-310.34(c), DENR
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.

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IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
By:
____________________________________________________________________________ Michael E. Scott Date
Deputy Director, Division of Waste Management

IT IS SO AGREED:
[Name of Prospective Developer] By:
____________________________________________________________________________
Name typed or printed: Date
Title typed or printed:

Scale: AS SHOWN
Checked by: WAQ
Drawn by: RAS
Date: 12/16/11
Site Location Map
Former Thrift Mill Site 8300 Moores Chapel Road Charlotte, North Carolina

Figure

1S&ME Project No.: 1354-10-115E
Mountain Island USGS Quadrangle dated 1997
Site Area
EXHIBIT C
LYING AND BEING SITUATE IN THE CITY OF CHARLOTTE, MECKLENBURG COUNTY, NORTH CAROLINA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN EXISTING IRON ROD IN THE NORTHEASTERLY INTERSECTION OF MOORES CHAPEL ROAD (60 foot public right-of-way) AND GLASGOW ROAD(60 foot public right-of-way), THENCE WITH THE EASTERLY MARGIN OF GLASGOW ROAD NORTH 05-22-50 WEST A DISTANCE OF 1,163.48 FEET TO A NEW IRON ROD IN THE CENTER OF A ONE HUNDRED FOOT WIDE RIGHT-OF-WAY FOR THE PIEDMONT AND NORTHERN RAILROAD; THENCE WITH THE CENTERLINE OF SAID RAILROAD RIGHT-OF-WAY SOUTH 66-35-03 EAST A DISTANCE OF 1,242.84 FEET TO AN EXISTING IRON ROD; THENCE LEAVING SAID RIGHT-OF-WAY AND RUNNING WITH THE NORTHERLY LINE OF KENAN TRANSPORT COMPANY PROPERTY AS DESCRIBED IN DEED BOOK 4590, PAGE 885 OF THE MECKLENBURG COUNTY PUBLIC REGISTRY, SOUTH 84-01-00 WEST A DISTANCE OF 434.12 FEET TO AN EXISTING IRON PIPE IN THE WESTERLY MARGIN OF MILL DRIVEWAY HAVING A 30 FOOT RIGHT-OF-WAY; THENCE WITH SAID RIGHT-OF-WAY SOUTH 05-32-34 EAST A DISTANCE OF 555.34 FEET TO AN EXISTING IRON ROD IN THE NORTHERN RIGHT-OF-WAY OF MOORES CHAPEL ROAD; THENCE WITH SAID RIGHT-OF-WAY SOUTH 84-11-30 WEST A DISTANCE OF 656.64 FEET TO AN EXISTING IRON ROD, WHICH IS THE POINT AND PLACE OF BEGINNING, CONTAINING 695,824 SQUARE FEET OR 15.9739 ACRES AS SHOWN ON A SURVEY PREPARED BY R.B. PHARR AND ASSOCIATES DATED OCTOBER 10, 1989.