20058 Southern Loop PC Approval Package 20170601

From:Minnich, Carolyn
To:[e-mail]; [e-mail]; [e-mail]
Cc:Wahl, Tracy; Nicholson, Bruce
Subject:20058 Southern Loop Approval to Public Comment
Date:Thursday, June 01, 2017 11:29:00 AM
Attachments:20058 Southern Loop PC Approval Package 20170601.pdf20058 Southern Loop NI 20170530.pdf20058 Southern Loop Plat 20170526.pdfimage001.png
George, Patrick, and Ralph
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 ofIntent to Redevelop a Brownfields Property (SNI), Notice of Brownfields Property (NBP) and theBrownfields Agreement (Exhibit A to the NBP) -- and DEQ'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 thesubject 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 ofthe above tasks. The NI and SNI, with a date filled in representing our belief as to how long itwill take you to complete those tasks by Wednesday, June 7, 2017, 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 thepublic notices to DEQ prior to DEQ 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 confirming receipt of the full NI from each local government entity and the entity
where the document will be available for viewing or delivery confirmation from the carrierconfirming such receipt by these entities.
Thank you for your attention to these matters. If you have any questions or require additional
information, you may contact me.

Carolyn Minnich
Brownfields Project Manager
Division of Waste Management
Department of Environmental Quality

704 661 0330 office/mobile
[e-mail]

1646 Mail Service Center
Raleigh, NC 27699-1646

Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.

20058-16-060/Southern Loop(Draft 20170529)
1
Property Owner: Anderson Industrial Corporation and Underground Properties, LLC
Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____
NOTICE OF BROWNFIELDS PROPERTY
Site Name: Southern Loop Property Brownfields Project Number: 20058-16-060
This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 201__ by Southern Loop, 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 10620 and 10710 Southern Loop Boulevard in Pineville, Mecklenburg County. Redevelopment plans for the Brownfields Property include industrial, office, parking, retail, warehousing and, subject to DEQ’s prior written approval, other commercial purposes. The Brownfields
Property is surrounded by land in commercial and industrial uses. Historical operations on the Brownfields
Property include Para USA, a manufacturer of pistols, Baumann Springs USA and Anderson America who
20058-16-060/Southern Loop(Draft 20170529)
2
utilized the facility for general office activities and warehouse storage. Soil and groundwater are contaminated
due to historical operations that were conducted off site. On September 30, 2016, Southern Loop, LLC sold the
10620 Southern Loop Boulevard parcel to Anderson Industrial Corporation. On May 19, 2017, Southern Loop,
LLC sold the 10710 Southern Loop Boulevard parcel to Underground Properties, LLC. 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
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 DEQ, has been prepared and certified by a professional
land surveyor, meets the requirements of NCGS § 47-30, and complies with NCGS § 130A-310.35(a)’s requirement that the Notice identify:
(1) The location and dimensions of the areas of potential environmental concern with respect to
permanently surveyed benchmarks.
(2) The type, location and quantity of regulated substances and contaminants known to exist on the
Brownfields Property.

Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient
as a description of the property in an instrument of conveyance.
LAND USE RESTRICTIONS
NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future
use of the Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the designated current or future use of the Brownfields Property and that are designated in the Brownfields Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ
(or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to
NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function.
The 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 industrial, office, parking, retail,
warehousing and, subject to DEQ’s prior written approval, other commercial purposes. For purposes of this
restriction, the following definitions apply:
a. Industrial is defined as the assembly, fabrication, processing, warehousing or distribution of goods or materials.
b. Office is defined as the provision of business or professional services.
c. Parking is defined as the temporary accommodation of motor vehicles in an area designed for same.
d. Retail is 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.
20058-16-060/Southern Loop(Draft 20170529)
3
e. Warehousing is defined as the use of a commercial building for storage of goods by manufacturers,
importers, exporters, wholesalers, transport businesses among others, and also refers to the storage of goods and
materials for a specific commercial establishment of a group of establishments in a particular type of industry or
commercial activity.
f. Commercial is defined as an enterprise carried on for profit or nonprofit by the owner, lessee or
licensee.
2. The Brownfields Property may not be used for child care, adult care centers or schools without the prior
written approval of DEQ.
3. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to particular activity, no activities that encounter, expose, remove or use groundwater (for example, installation of
water supply wells, ponds, lakes or swimming pools, or construction or excavation activities that encounter or
expose groundwater) may occur on the Brownfields Property unless and until DEQ states in writing, in advance
of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in Land Use Restriction No. 1 while fully protecting public health and the environment. Prior sampling and analysis of groundwater to the
written satisfaction of DEQ in any areas proposed for such activities, and submittal of the analytical results to
DEQ is required. If such results reflect contaminant concentrations that exceed the standards and screening
levels applicable to the uses authorized for the Brownfields Property, the groundwater-related activities
proposed may only occur in compliance with any written conditions DEQ imposes.
4. Groundwater at the Brownfields Property may not be used for any purpose, other than in connection with
legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ
5. No activity that disturbs soil on the Brownfields Property in the “Area of Potential Soil Contamination,”
denoted as Lot 10710 as delineated on the plat component of the Notice, may occur unless and until DEQ states
in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in
Land Use Restriction No. 1 while fully protecting public health and the environment, except:
a. in connection with landscape planting to depths not exceeding 24”;
b. mowing and pruning of above-ground vegetation;
c. maintenance of the existing parking areas;
d. for repair or construction of underground infrastructure, provided that DEQ shall be given written
notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency
circumstances no later than the next business day, and that any related assessment and remedial measures
required by DEQ shall be taken and;
e. in connection to work conducted in accordance with a DEQ-approved Environmental Management Plan (“EMP”) as outlined in Land Use Restriction No. 8.
f. in connection with work that occurs on Lot 10620 as denoted on the plat component of the Notice.
6. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and
analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in accordance with an
approved EMP as outlined in Land Use Restriction No. 8.
7. No new enclosed buildings may be constructed on the Brownfields Property and may be occupied until DEQ
determines in writing that:
20058-16-060/Southern Loop(Draft 20170529)
4
a. the building is or would be protective of the building’s users, public health and the environment from
risk of vapor intrusion based on site assessment data or a site-specific risk assessment approved in writing by
DEQ; or
b. the building is or would be sufficiently distant from the Brownfields Property’s groundwater and/or soil contamination based on assessment data approved in writing by DEQ that the building’s users, public
health and the environment will be protected from risk from vapor intrusion related to said contamination; or
c. vapor intrusion mitigation measures are installed and/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. Any design specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in advance of
installation and/or implementation of said measures. The design specifications shall include methodologies for
demonstrating performance of said measures
8. 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. issues related to potential sources of contamination referenced in and set forth in Exhibit 2;
c. contingency plans for addressing, including without limitation the testing of soil and groundwater,
newly discovered potential sources of environmental contamination (e.g., USTs, tanks, drums, septic drain
fields, oil-water separators, soil contamination); and
d. plans for the proper characterization of, and, as necessary, disposal of contaminated soils excavated
during redevelopment;
e. The requirements of this section shall not apply to the renovation of the interior of any building
existing on the Brownfields Property as of the effective date of this Agreement, so long as such renovation does
not consist of subsurface activity.
9. Within 90 days after each one-year anniversary of the commencement of any physical redevelopment of the
Brownfields Property (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 on the Brownfields Property in accordance with Section V: Work to be Performed above;
b. soil grading and cut and fill actions;
c. methodologies 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
20058-16-060/Southern Loop(Draft 20170529)
5
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).
10. 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.
11. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following
notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of
any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions) of Exhibit A,
though financial figures and other confidential information related to the conveyance may be redacted to the
extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public
Records Law. The owner conveying an interest may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form, the owner conveying an interest
may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in lieu of
sending copies of actual, executed leases, to the persons listed in Section XV (Notices and Submissions) on
Exhibit A; or (ii) The owner conveying an interest may provide abstracts of leases, rather than full copies of
said leases, to the persons listed in Section XV of Exhibit A.
12. None of the contaminants known to be present in the environmental media at the Brownfields Property, as
described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in
excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the
Brownfields Property without the prior written approval of DEQ, except:
a. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; b. fluids in vehicles;
c. as constituents of products and materials customarily used and stored in connection with the uses
permitted in under this Agreement, provided such products and materials are stored in original retail packaging
and used and disposed of in accordance with applicable laws;
d. for vehicle maintenance, service, car wash and body work in compliance with applicable law (though vehicle parts and tools may not be washed in chlorinated solvents containing any contaminants known
to be present in the environmental media at the Brownfields Property);
e. as constituents of fuels, lubricants and oils in emergency generators, machinery, equipment and
vehicles in on-board tanks integral to said equipment or in flammable liquid storage containers totaling no more
than 25 gallons; f. as fuel or other fluids customarily used in vehicles, landscaping equipment and emergency
generators.
g. in products or materials that are brought onto the Brownfields Property, kept in their original
packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in
the original packaging or containers.
13. 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 DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions
remains recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are
20058-16-060/Southern Loop(Draft 20170529)
6
being complied with. The submitted LURU shall state the following:
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;
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;
c. LURU’s submitted for any portion of the Brownfields Property that contains rental units shall include
a list of tenants and their addresses. A LURU submitted for rental units shall include the rent roll and enough of
each lease entered into during the previous calendar year to demonstrate compliance with lessee notification requirements in paragraphs 21 and 22 of Exhibit A of this agreement provided that if standard form leases are
used in every instance, a copy of such standard form lease may be sent in lieu of copies of actual leases.
d. whether any vapor barrier and/or mitigation systems installed pursuant to Land Use Restriction
Number 7 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.

For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official referenced in paragraph 35.a. of Exhibit A hereto, at the address stated therein.

ENFORCEMENT
The above land use restrictions shall be enforceable without regard to lack of privity of estate or contract,
lack of benefit to particular land, or lack of any property interest in particular land. The land use restrictions shall
be enforced by any owner of the Brownfields Property. The land use restrictions may also be enforced by DEQ
through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of local government having jurisdiction over any part of the Brownfields Property; and by any person eligible for
liability protection under the Brownfields Property Reuse Act who will lose liability protection if the restrictions
are violated. Any attempt to cancel any or all of this Notice without the approval of the Secretary of DEQ (or its
successor in function), or his/her delegate, shall be subject to enforcement by DEQ to the full extent of the law.
Failure by any party required or authorized to enforce any of the above restrictions shall in no event be deemed a waiver of the right to do so thereafter as to the same violation or as to one occurring prior or subsequent thereto.
FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS

When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to NCGS § 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no smaller
type than that used in the body of the deed or instrument, a statement that the Brownfields Property has been
classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse Act.

20058-16-060/Southern Loop(Draft 20170529)
7
IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this
_____ day of _______________, 201__.

Southern Loop, LLC

By: __________________________________________
J, Patrick Gregoire
Manager 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: _____________________
20058-16-060/Southern Loop(Draft 20170529)
8
************************************
ACKNOWLEDGMENT OF PROPERTY OWNER 10620 Southern Loop Blvd

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.

Anderson Industrial Corp By: __________________________________________ Name:
Title

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: _____________________

************************************ ACKNOWLEDGMENT OF PROPERTY OWNER 10710 Southern Loop Blvd

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.

Underground Properties, LLC
By: __________________________________________ Name: Title

NORTH CAROLINA
20058-16-060/Southern Loop(Draft 20170529)
9
_______________ 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: _____________________

************************************ APPROVAL AND CERTIFICATION OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
The foregoing Notice of Brownfields Property is hereby approved and certified.
North Carolina Department of Environmental Quality
By: _________________________________________ ________________________
Michael E. Scott Date
Director, Division of Waste Management
1
20058-16-060/Southern Loop (DRAFT 20170601)
EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF: Southern Loop, LLC

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Southern Loop Property
OF 1997, NCGS § 130A-310.30, et seq. ) 10620 & 10710 Southern Loop Blvd Brownfields Project No. 20058-16-060 ) Pineville, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and Southern Loop, LLC (collectively the
"Parties") pursuant to the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30, et
seq. (the “Act”) for the property located at 10620 and 10710 Southern Loop Boulevard (the
“Brownfields Property”). A map showing the location of the Brownfields Property that is the
subject of this Agreement is attached hereto as Exhibit 1.
Southern Loop, LLC is a California limited liability company whose North Carolina
registered agent is Registered Agent Solutions Inc. The registered agent’s business address is
160 Mine Lake Court, Suite 100 in Raleigh, NC 27615. The Brownfields Property comprises
two parcels totaling approximately 5.88 acres. The Brownfields Property address is 10620 and
10710 Southern Loop Boulevard in Pineville, North Carolina; (Mecklenburg County Tax Parcel
Identification Numbers “PIN” 20514121 and 20514127). Redevelopment plans for the
Brownfields Property include industrial, office, parking, retail, warehousing and, subject to
DEQ’s prior written approval, other commercial purposes. The Brownfields Property is
surrounded by land in commercial and industrial uses. Historical operations on the Brownfields
Property include Para USA manufacturer of pistols, Baumann Springs USA and Anderson
America utilizing the facility for general office activities and warehouse storage. Soil and
2
20058-16-060/Southern Loop (DRAFT 20170601)
groundwater are contaminated due to historical operations that were conducted off site.
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 (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of Southern Loop, LLC for contaminants at the Brownfields Property.
The Parties agree that Southern Loop, LLC’s entry into this Agreement, and the actions
undertaken by Southern Loop, LLC in accordance with the Agreement, do not constitute an
admission of any liability by Southern Loop, LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit Southern Loop, LLC shall
provide to DEQ, is in the public interest.
II. DEFINITIONS
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. “Brownfields Property” shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean Southern Loop, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises two (2) parcels totaling 5.88 acres, which
includes 10620 Southern Loop Boulevard containing approximately 1.84 acres and 10710
Southern Loop Boulevard containing approximately 4.04 acres. The Brownfields Property is
located within the City of Charlotte official jurisdiction and city limits; however, the postal
mailing address is the Town of Pineville. Prospective Developer has committed itself to
3
20058-16-060/Southern Loop (DRAFT 20170601)
redevelopment for no uses other than industrial, office, parking, retail, warehousing and subject
to DEQ’s prior written approval, other commercial purposes.
4. The Brownfields Property is bordered to the north by a commercial distribution
facility owned by STAG GI Charlotte, LLC; to the northeast by a light industrial facility (former
Universal Stainless facility the subject of NC Brownfields Project No. 09048-05-060) owned by
NFRNC, LLC; to the east by land used for commercial use by Studio Display Inc. owned by
T&T Capital, LLC; to the south by Southern Loop Boulevard south of which is land used for
commercial and light industrial purposes; and to the west by railroad tracks and land used for
commercial use by the Atlantic Business Center owned by Atlantic Business Centers II, LLC.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared by Date of Report
Phase I Environmental Site Assessment Report EBI Consulting October 27, 2006
Phase I Environmental Site Assessment Report Hart & Hickman, PC April 5, 2016
Groundwater and Indoor Air Assessment Report Hart & Hickman, PC June, 9, 2016
Soil Assessment Report Hart & Hickman, PC September 24, 2016

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer as to use and ownership of the Brownfields Property:
a. The 10620 Southern Loop Boulevard parcel of the Brownfields Property was
undeveloped agricultural land from as early as 1938 through 1980. The Brownfields Property
was cleared and graded in the late 1980s and developed with the current site building in 1992.
The 10620 Southern Loop building was utilized by Lindemann Recycling for manufacturing
recycling equipment from the 1990s until the early 2000s. Baumann Springs used the facility for
administrative offices and warehousing for a short time in the mid-2000s. From 2008 until 2015,
Para USA utilized the facility for assembly and distribution of hand guns. Between 2015 and
4
20058-16-060/Southern Loop (DRAFT 20170601)
early 2017, the facility was occupied by a furniture company and was used as a showroom and
for inventory overflow storage. The facility is currently occupied by Anderson America and
utilized for general office activities, storage, and demonstrations of large woodcutting
machinery.
b. The 10710 Southern Loop Boulevard parcel of the Brownfields Property was
undeveloped agricultural land from as early as 1938 through 1980. The Brownfields Property
was cleared and graded in the late 1980s and developed with the current site building in 1989.
This parcel was occupied by Baumann Springs from initial construction until the mid-2000s.
Operations associated with Baumann Springs included metal cutting and forming, ultrasonic
cleaning, and shipping operations. Anderson America occupied the building from approximately
2010 to 2017 and utilized the facility for general office activities, storage, and demonstrations of
large woodcutting machinery. The facility is currently unoccupied and vacant.
c. On November 21, 2006, the Prospective Developer purchased 10620 and
10710 Southern Loop Boulevard parcel from Baumann Springs USA. On September 30, 2016,
the Prospective Developer sold the 10620 Southern Loop Boulevard parcel to Anderson
Industrial Corporation. On May 19, 2017, the Prospective Developer sold the 10710 Southern
Loop Boulevard parcel to Underground Properties, LLC.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. Laboratory analytical results of groundwater samples collected on the 10710
Southern Loop Boulevard portion of the Brownfields Property in May 2016 indicate that
tetrachloroethene (“PCE”) and trichloroethene (“TCE”) were detected above the North Carolina
groundwater standards at concentrations up to 60 µg/L and 9.7 µg/L, respectively. No
compounds were detected above the North Carolina groundwater standards in groundwater
5
20058-16-060/Southern Loop (DRAFT 20170601)
samples collected on the 10620 Southern Loop Boulevard portion of the Brownfields Property.
Groundwater flow direction beneath the Brownfields Property is toward the east-southeast.
Based upon the groundwater flow direction and distribution of compounds (i.e., highest
concentrations in the upgradient portion of the Brownfields Property), groundwater impacts on
the 10710 Southern Loop Boulevard appear to be associated with migration of groundwater from
the adjacent former Universal Stainless facility (the subject of NC Brownfields Project No.
09048-05-060).
b. Two indoor air samples were collected in interior areas of the 10620 Southern
Loop Boulevard building and two indoor air samples were collected from interior areas of the
10710 Southern Loop Boulevard building to evaluate the potential for vapor intrusion into the
site buildings from PCE and TCE impacts detected in groundwater on the 10710 Southern Loop
Boulevard Property. Laboratory analytical results for the indoor air samples indicate that PCE
and TCE were not detected at concentrations above DEQ Non-Residential Indoor Air Screening
Levels (“IASLs”) in any of the four indoor air samples. The petroleum related compound 1,2,4-
trimethylbenzene was detected at a concentration exceeding the DEQ Non-Residential IASL in
the indoor air sample collected in the eastern portion of the 10620 Southern Loop Boulevard
building (IAS-3). 1,2,4-Trimethylbenzene was not detected above laboratory reporting limits in
groundwater samples collected at the site. The presence of 1,2,4-trimethylbenzene in indoor air
in the 10620 Southern Loop Boulevard building maybe attributed to petroleum product storage
in the building and not to groundwater migration from the adjoining property. Based on indoor
air assessment results, there does not appear to be a vapor intrusion concern for the current site
buildings.
c. Laboratory analytical results for soil samples collected beneath the slab of the
10620 Southern Loop Boulevard building indicate that arsenic concentrations (up to 4.0 mg/kg)
6
20058-16-060/Southern Loop (DRAFT 20170601)
were detected slightly above the DEQ Inactive Hazardous Waste Sites Branch (“IHSB”)
Unrestricted Use Preliminary Soil Remediation Goal (“PSRG”) of 3.0 mg/kg. The arsenic
concentrations detected beneath the slab of the 10620 Southern Loop Boulevard building are
consistent with naturally occurring concentration in North Carolina soil and are considered to be
background levels. No other compounds were detected above the IHSB Unrestricted Use PSRGs
and no compound concentrations were detected above the Industrial/Commercial PSRGs.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on September 2017. The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled including soil, groundwater, and indoor air.
9. For purposes of this Agreement DEQ relies on Prospective Developer’s
representations that Prospective Developer's involvement with the Brownfields Property has
been limited to obtaining or commissioning the Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (“BPA”) dated July 15, 2016. In 2006,
and the following. Prospective Developer purchased the Brownfields Property from Baumann
Springs, USA. The Prospective Developer intends to sell the Brownfields Property to a third
party for development. On September 30, 2016, the Prospective Developer sold the 10620
Southern Loop Boulevard parcel to Anderson Industrial Corporation for redevelopment. On
May 19, 2017, the Prospective Developer sold the 10710 Southern Loop Boulevard parcel to
Underground Properties, LLC.
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, subsidiary, or other affiliate has
7
20058-16-060/Southern Loop (DRAFT 20170601)
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1), and shall make a payment to DEQ of $6,000
at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.
The Parties agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities
related to this Agreement, unless a change is sought to a Brownfields document after it is in
effect, in which case there shall be an additional fee of at least $1,000.
8
20058-16-060/Southern Loop (DRAFT 20170601)
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. an increase in the Brownfields Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. the creation of approximately 30 jobs;
d. an increase in tax revenue for affected jurisdictions;
e. additional retail, office, warehouse, and industrial space for the area;
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. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. 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 Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
9
20058-16-060/Southern Loop (DRAFT 20170601)
(“EMP”) or Living Environmental Management Plan (“LEMP”) required by this Section.
15. By way of the Notice of Brownfields Property referenced below in paragraph 20,
Prospective Developer shall impose the following land use restrictions under the Act, running with
the land, to make the Brownfields Property suitable for the uses specified in this Agreement while
fully protecting public health and the environment. All references to DEQ shall be understood to
include any successor in function.
a. No use may be made of the Brownfields Property other than for industrial,
office, parking, retail, warehousing and subject to DEQ’s prior written approval, other
commercial purposes. For purposes of this restriction, the following definitions apply:
i. Industrial is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials.
ii. Office is defined as the provision of business or professional services.
iii. Parking is defined as the temporary accommodation of motor vehicles
in an area designed for same.
iv. Retail is 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.
v. Warehousing is defined as the use of a commercial building for
storage of goods by manufacturers, importers, exporters, wholesalers, transport businesses
among others, and also refers to the storage of goods and materials for a specific commercial
establishment of a group of establishments in a particular type of industry or commercial
activity.
vi. Commercial is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
10
20058-16-060/Southern Loop (DRAFT 20170601)
b. The Brownfields Property may not be used for child care, adult care centers or
schools without the prior written approval of DEQ.
c. Unless compliance with this Land Use Restriction is waived in writing by DEQ
in advance in regard to particular activity, no activities that encounter, expose, remove or use
groundwater (for example, installation of water supply wells, ponds, lakes or swimming pools, or
construction or excavation activities that encounter or expose groundwater) may occur on the
Brownfields Property unless and until DEQ states in writing, in advance of the proposed activity,
that said activity may occur if carried out along with any measures DEQ deems necessary to
ensure the Brownfields Property will be suitable for the uses specified in subparagraph 15.a.
above while fully protecting public health and the environment. Prior sampling and analysis of
groundwater to the written satisfaction of DEQ in any areas proposed for such activities, and
submittal of the analytical results to DEQ is required. If such results reflect contaminant
concentrations that exceed the standards and screening levels applicable to the uses authorized
for the Brownfields Property, the groundwater-related activities proposed may only occur in
compliance with any written conditions DEQ imposes.
d. Groundwater at the Brownfields Property may not be used for any purpose,
other than in connection with legally compliant storm water collection and reuse techniques,
without the prior written approval of DEQ
e. No activity that disturbs soil on the Brownfields Property in the “Area of
Potential Soil Contamination,” denoted as Lot 10710 as delineated on the plat component of the
Notice of Brownfields Property reference below in paragraph 20, may occur unless and until
DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried
out along with any measures DEQ deems necessary to ensure the Brownfields Property will be
suitable for the uses specified in subparagraph 15.a. above while fully protecting public health
11
20058-16-060/Southern Loop (DRAFT 20170601)
and the environment, except:
i. in connection with landscape planting to depths not exceeding 24”;
ii. mowing and pruning of above-ground vegetation;
iii. maintenance of the existing parking areas;
iv. for repair or construction of underground infrastructure, provided that
DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by
email) of any such repair, or in emergency circumstances no later than the next business day, and
that any related assessment and remedial measures required by DEQ shall be taken and;
v. in connection to work conducted in accordance with a DEQ-approved
EMP as outlined in subparagraph 15.h.
vi. in connection with work that occurs on Lot 10620 as denoted on the
plat component of the Notice of Property Brownfields referenced in paragraph 20 below.
f. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined in subparagraph 15.h.
g. No new enclosed buildings may be constructed on the Brownfields Property
and may be occupied until DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on site assessment data or a site-
specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields
Property’s groundwater and/or soil contamination based on assessment data approved in writing
by DEQ that the building’s users, public health and the environment will be protected from risk
from vapor intrusion related to said contamination; or
12
20058-16-060/Southern Loop (DRAFT 20170601)
iii. vapor intrusion mitigation measures are installed and/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. Any design specification for vapor intrusion
mitigation measures shall be approved in writing by DEQ in advance of installation and/or
implementation of said measures. The design specifications shall include methodologies for
demonstrating performance of said measures
h. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in and
set forth in Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
13
20058-16-060/Southern Loop (DRAFT 20170601)
contaminated soils excavated during redevelopment;
v. The requirements of this section shall not apply to the renovation of the
interior of any building existing on the Brownfields Property as of the effective date of this
Agreement (as depicted on the plat component of the Notice of Brownfields Property referenced
in paragraph 20 below), so long as such renovation does not consist of subsurface activity.
i. Within 90 days after each one-year anniversary of the commencement of any
physical redevelopment of the Brownfields Property (except that the final deadline shall fall 90
days after the conclusion of physical redevelopment), the then owner of the Brownfields
Property shall provide DEQ a report subject to written DEQ approval on environment-related
activities since the last report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section V:
Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodologies employed for field screening, sampling and laboratory
analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all
legally required manifests shall be included).
j. 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
14
20058-16-060/Southern Loop (DRAFT 20170601)
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.
k. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County
land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XV (Notices and Submissions), though: (i) financial figures related to
the conveyance may be redacted; and (ii) such disclosure may be in accordance with the
confidentiality and trade secret provisions of the North Carolina Public Records Law (to the
extent applicable). The owner conveying an interest may use the following mechanisms to
comply with the obligations of this paragraph: (i) If every lease and rider is identical in form, the
owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notice and Submissions); or (ii) The owner conveying an interest
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in
Section XV.
l. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ
in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping
and maintenance activities;
ii. fluids in vehicles;
15
20058-16-060/Southern Loop (DRAFT 20170601)
iii. as constituents of products and materials customarily used and stored
in connection with the uses permitted in under this Agreement, provided such products and
materials are stored in original retail packaging and used and disposed of in accordance with
applicable laws;
iv. for vehicle maintenance, service, car wash and body work in
compliance with applicable law (though vehicle parts and tools may not be washed in chlorinated
solvents containing any contaminants known to be present in the environmental media at the
Brownfields Property);
v. as constituents of fuels, lubricants and oils in emergency generators,
machinery, equipment and vehicles in on-board tanks integral to said equipment or in flammable
liquid storage containers totaling no more than 25 gallons;
vi. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators.
vii. in products or materials that are brought onto the Brownfields
Property, kept in their original packaging or containers (that is, not used or repackaged) and later
removed from the Brownfields Property in the original packaging or containers.
m. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and contact
16
20058-16-060/Southern Loop (DRAFT 20170601)
person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone and facsimile
numbers, and contact person’s e-mail address, if said owner transferred any part of the
Brownfields Property during the previous calendar year;
iii. LURU’s submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses. A LURU submitted for
rental units shall include the rent roll and enough of each lease entered into during the previous
calendar year to demonstrate compliance with lessee notification requirements in paragraphs 21
and 22 of this agreement provided that if standard form leases are used in every instance, a copy
of such standard form lease may be sent in lieu of copies of actual leases;
_ iv. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 15.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.
16. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in the Agreement while fully protecting
public health and the environment.
17. 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 DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
17
20058-16-060/Southern Loop (DRAFT 20170601)
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
19. In addition to providing access to the Brownfields Property pursuant to subparagraph
15.j above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property for the Brownfields 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 Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the
Mecklenburg County, North Carolina, Register of Deeds’ Office. Within three (3) days
thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of
18
20058-16-060/Southern Loop (DRAFT 20170601)
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.
21. 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
interest in the Brownfields Property shall contain the following notice: “This property is subject
to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property
recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
19
20058-16-060/Southern Loop (DRAFT 20170601)
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such
release or threat of release, shall comply with any applicable notification requirements under
NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any
other law, and shall immediately notify the DEQ Official referenced in subparagraph 35.a. below
of any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated July 15, 2016 by which it applied for this
Agreement. That use is industrial, office, parking, retail, warehousing and subject to DEQ’s
prior written approval, other commercial purposes. Prospective Developer also certifies that to
the best of its knowledge and belief it has fully and accurately disclosed to DEQ all information
known to Prospective Developer and all information in the possession or control of its officers,
directors, employees, contractors and agents which relates in any way to any past use of
regulated substances or known contaminants at the Brownfields Property and to its qualification
for this Agreement, including the requirement that it not have caused or contributed to the
contamination at the Brownfields Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
20
20058-16-060/Southern Loop (DRAFT 20170601)
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
21
20058-16-060/Southern Loop (DRAFT 20170601)
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
26. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
27. 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.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
22
20058-16-060/Southern Loop (DRAFT 20170601)
X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
29. In consideration of DEQ’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-referenced Notice of Brownfields Property.
XI. PARTIES BOUND
30. 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
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 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.
23
20058-16-060/Southern Loop (DRAFT 20170601)
XIII. DOCUMENT RETENTION
33. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. 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.
24
20058-16-060/Southern Loop (DRAFT 20170601)
XV. NOTICES AND SUBMISSIONS
35. 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, as follows:

a. for DEQ:
Carolyn Minnich (or successor in function)
N.C. Division of Waste Management Brownfields Program Mail Service Center 1646
Raleigh, NC 27699-1646

b. for Prospective Developer: J. Patrick Gregoire (or successor in function)
Southern Loop, LLC
10877 Wilshire Blvd, Suite 110
Los Angeles, CA 90024 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
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
25
20058-16-060/Southern Loop (DRAFT 20170601)
approval and certification of this Agreement, and invalidate its signature on this Agreement.
XVII. TERMINATION OF CERTAIN PROVISIONS
37. 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
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. 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.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
26
20058-16-060/Southern Loop (DRAFT 20170601)
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By:
____________________________________________________________________________
Michael E. Scott Date
Director, Division of Waste Management
IT IS SO AGREED:
Southern Loop, LLC

By:
____________________________________________________________________________ J. Patrick Gregoire Date

SITE LOCATION MAP
SOUTHERN LOOP PROPERTIES
10620 & 10710 SOUTHERN LOOP BLVD.
PINEVILLE, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
FIGURE NO:
1/26/2017 0
1SOL-001
0 2000 4000
APPROXIMATE
SCALE IN FEET
U.S.G.S. QUADRANGLE MAP
7.5 MINUTE SERIES (TOPOGRAPHIC)
2923 S. Tryon Street, Suite 100Charlotte, NC 28203704.586.0007(p) 704.586.0373(f)
FORT MILL, SOUTH CAROLINA 1996
SITE
N

Exhibit 2
The most recent environmental sampling at the Property reported in the Environmental Reports occurred
on September 7, 2016. The following table sets 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 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 1, 2013 version):
Groundwater Contaminant Sample Location Date of Sampling Concentration Exceeding
Standard
(g/L)
Standard
(g/L)
Tetrachloroethene TMW-1 5/13/2016 60 0.7
Tetrachloroethene TMW-3 5/13/2016 0.74 0.7
Trichloroethene TMW-1 5/13/2016 9.7 3

SOIL Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Industrial Health- Based Soil Remediation Goals of the Inactive
Hazardous Sites Branch of DEQ’s Superfund Section (October 2016 version):
Soil
Contaminant
Sample
Location
Depth (ft) Date of
Sampling
Concentration
Exceeding
Screening Level
(mg/kg)1
Residential
Screening
Level2 (mg/kg)
Arsenic1 SB-2 2-3 9/7/2016 3.3 3
Arsenic1 SB-3 0.5-1 9/7/2016 3.2 3
Arsenic1 SB-4 2-3 9/7/2016 4.0 3
1Concentrations of arsenic detected in soil samples collected at the Brownfields Property may be naturally occurring. 2Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed
for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
INDOOR AIR
Indoor air contaminant screening levels in micrograms per cubic meter of air (µg/m3), the screening levels for which are derived from the Non-Residential Vapor Intrusion Screening Levels of the DWM Vapor Intrusion
Screening Levels (October 2016 version):
Indoor Air Contaminant Sample Location Date of Sampling Concentration Exceeding
Screening Level (µg/m3)
Non-Residential
Screening Level1
(µg/m3)
1,2,4-trimethylbenzene IAS-3 5/11/2016 7.8 6.13
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed
for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
EXHIBIT C LEGAL DESCRIPTION
BEING ALL OF LOTS 1 AND 2, SOUTHERN LOOP BUSINESS PARK AS SHOWN IN MAP BOOK 59, PAGE 112 OF THE MECKLENBURG COUNTY PUBLIC REGISTRY, LYING AND BEING SITUATED IN THE CITY OF CHARLOTTE, MECKLENBURG COUNTY NORTH CAROLINA, AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT AN EXISTING IRON ROD IN THE NORTHERN MARGIN OF THE RIGHT-OF-WAY OF SOUTHERN LOOP BOULEVARD ( A 60-FOOT PUBLIC RIGHT OF WAY), SAID POINT ALSO
BEING THE CENTERLINE OF THE 100-fOOT SOUTHERN RAILWAY RIGHT-OF-WAY AS RECORDED IN DEED BOOK 1074, PAGE 539, AND AS SHOWN IN MAP BOOK 23, PAGE 639 OF THE MECKLENBURG COUNTY PUBLIC REGISTRY (THE “REGISTRY”) AND RUNS THENCE
WITH THE CENTERLINE OF THE 100-fOOT SOUTHERN RAILWAY RIGHT-OF-WAY, NORTH 39-20-11 WEST A DISTANCE OF 318.63 FEET TO A PK NAIL, SAID POINT BEING THE SOUTHWEST CORNER OF THE STAG GI CHARLOTTE LLC PROPERTY AS DESCRIBED IN DEED
BOOK 25924, PAGE 76 OF SAID REGISTRY; THENCE WITH THE SOUTHERLY LINE OF THE STAG GI CHARLOTTE LLC PROPERTY WITH TWO (2) COURSES AND DISTANCES AS FOLLOWS: 1) NORTH 56-23-29 EAST A DISTANCE 700.28 FEET TO AN EXISTING IRON ROD;
2) NORTH 81-25-15 EAST A DISTANCE OF 171.38 FEET TO AN EXISTING IRON ROD, SAID POINT BEING THE NORTHWEST CORNER OF THE T & T CAPITAL, LLC PROPERTY AS DESCRIBED IN DEED BOOK 10374, PAGE 891 OF SAID REGISTRY; THENCE WITH THE
WESTERLY LINE OF THE T & T CAPITAL, LLC PROPERTY, SOUTH 16-04-44 EAST A DISTANCE OF 323.73 FEET TO A NEW IRON ROD IN THE NORTHERLY MARGIN OF SOUTHERN LOOP BOULEVARD; THENCE WITH THE NORTHERLY MARGIN OF SOUTHERN LOOP BOULEVARD
WITH THREE (3) COURSES AND DISTANCES AS FOLLOWS: 1) SOUTH 81-12-53 WEST A DISTANCE OF 100.42 FEET TO A NEW IRON ROD; 2) WITH THE ARC OF A CIRCULAR CURVE TURNING TO THE LEFT HAVING A RADIUS OF 266.30 FEET, AN ARC LENGTH OF
105.47 FEET (CHORD:SOUTH 69-12-22 WEST, WITH A CHORD LENGTH OF 104.78 FEET), TO A CALCULATED POINT; 3) SOUTH 56-15-30 WEST A DISTANCE OF 532.94 FEET TO THE POINT AND PLACE OF BEGINNING; CONTAINING 5.8784 ACRES AS SHOWN ON A
SURVEY PREPARED BY R.B. PHARR AND ASSOCIATES; DATED MAY 22, 2017 JOB NO. 86908, FILE NO. W-5359.