20050 Rite Aid Approval to PC Package 20170824

From:Minnich, Carolyn
To:Matt Ingalls ([e-mail]); Damon J. Hemmerdinger; Neil Adamson
Cc:michael scott; Nicholson, Bruce; Liggins, Shirley; Edwards, Caroline; Wahl, Tracy
Subject:20050 Rite Aid Approval to Public Comment
Date:Thursday, August 24, 2017 10:22:00 PM
Attachments:20050 Rite Aid Approval to PC Package.pdf20050 Rite Aid Plat Map 20170824.pdfimage003.png
Dear Damon, Neil, and Matt:
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 Friday, August 25, 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 carrier
confirming 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.

20050/Rite Aid (DRAFT 20170824)

1
NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Site Name: Rite Aid
Brownfields Project Number: 20050-16-060 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 Environmental Quality (“DEQ”). 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 DEQ 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 DEQ 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 Brownfields Property is located, (2) conspicuously posted
at the Brownfields Property, and (3) mailed or delivered to each owner of property contiguous to the
Brownfields Property. Written requests for a public meeting may be submitted to DEQ within 21 days
after the period for written public comments begins. Those periods will start no sooner than Monday,
August 28, 2017, 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 Brownfields Program Manager Division of Waste Management
NC Department of Environmental Quality
1646 Mail Service Center Raleigh, North Carolina 27699-1646
20050/Rite Aid (DRAFT 20170824)
SUMMARY OF NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY Site Name: Rite Aid Brownfields Project Number: 20050-16-060

Pursuant to NCGS § 130A-310.34, NewCAMP Landowner, LP, as Prospective Developer, has
filed with the North Carolina Department of Environmental Quality (“DEQ”) a Notice of Intent to
Redevelop a Brownfields Property (“Property”) in Charlotte, Mecklenburg County, North Carolina. The
Brownfields Property, which is the former site of Rite Aid/Eckard warehousing and distribution center.
Historical uses on the Brownfields Property include manufacturing of Model T Ford, a storage depot for
United States Government, and for the production of Hercules missiles, a facility also known as the
Charlotte Army Missile Plant (“CAMP”). The Brownfields Proeprty is 47.87 acres and is located at 1776
Statesville Ave and 1701-1795 North Graham Street (Tax Parcel Identification Numbers (“PIN”):
07903102, 07903105, and 07903103). Environmental contamination exists on the Brownfields Property
in soil, groundwater and vapor. NewCAMP Landowner, LP has committed itself to office, industrial,
retail, high-density residential, restaurant, parking, entertainment, hotel, primary or secondary
educational space, storage unit, amenity space, recreation, institutional, transit and, subject to DEQ’s
prior written approval, other commercial uses on the Brownfields Property. The Notice of Intent to
Redevelop a Brownfields Property includes: (1) a proposed Brownfields Agreement between DEQ and
NewCAMP Landowner, LP, which in turn includes (a) a map showing the location of the Property, (b)
a description of the contaminants involved and their concentrations in the media of the Property, (c) the
above-stated description of the intended future use of the Brownfields Property, and (d) proposed
investigation and remediation; and (2) a proposed Notice of Brownfields Property prepared in
accordance with NCGS § 130A-310.35.

The full Notice of Intent to Redevelop a Brownfields Property may be reviewed at the Charlotte-
Mecklenburg Public Library, Robinson-Spangler Carolina Room, 310 North Tryon Street, Charlotte, NC
28202, [phone]; or at the offices of the N.C. Brownfields Program, 217 West Jones Street,
Raleigh, NC or by contacting Shirley Liggins at that address, at [e-mail], or at (919)
707-8383. The full Notice of Intent may also be viewed online at the DEQ public record database,
Laserfiche, by entering the project number 20050-15-060 into the search bar at the following web
address: http://edocs.deq.nc.gov/WasteManagement.

Written public comments may be submitted to DEQ 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 Brownfields Property is located, (2) conspicuously posted at the Brownfields Property,
and (3) mailed or delivered to each owner of property contiguous to the Brownfields Property. Written
requests for a public meeting may be submitted to DEQ within 21 days after the period for written public
comments begins. Those periods will start no sooner than Monday, August 28, 2017, 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
NC Department of Environmental Quality 1646 Mail Service Center
Raleigh, North Carolina 27699-1646

20050/Rite Aid (Draft 20170821)
1
Property Owner: NewCAMP Landowner, LP Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____
NOTICE OF BROWNFIELDS PROPERTY
Site Name: Rite Aid Brownfields Project Number: 20050-16-060
This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 201__ by NewCAMP Landowner, LP
(“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 approximately 47.87 acres and is located at 1776 Statesville Ave and 1701-1795 North Graham Street in Charlotte, Mecklenburg County (Tax Parcel Identification Numbers (“PIN”): 07903102, 07903105, and 07903103.) Historical uses on the Brownfields Property include manufacturing of
Model T Ford, a storage depot for United States Government, and for the production of Hercules missiles, a
facility also known as the Charlotte Army Missile Plant (“CAMP”). Most recently, the Brownfields Property was
used by Eckerd/Rite Aid for warehousing and distribution of commercial/retail items, by Greif Bros. Corporation,
20050/Rite Aid (DRAFT 20170821)
2
a manufacturer of corrugated paper containers, for storage by various entities including Pax Industries, a
shipping/transportation operation, and by a wood pallet manufacturer. The Brownfields Property is surrounded
by land in commerical and industrial use. Soil and groundwater are contaminated at the Brownfields Property
due to historical operations and activities. The US Army Corps of Engineers (“COE”), on behalf of the United States Department of Defense (“DOD”), is working with DEQ to address impacts related to operations conducted
by CAMP during its use of the Brownfields Property. NewCAMP intends to redevelop the Brownfields Property
for office, industrial, retail, high-density residential, restaurant, parking, entertainment, hotel, primary or
secondary educational space, storage unit, amenity space, recreation, institutional, transit and, subject to DEQ’s
prior written approval, other commercial uses. 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 office, industrial, retail, high-density
residential, restaurant, parking, entertainment, hotel, primary or secondary educational space, storage unit,
amenity space, recreation, institutional, transit and subject to DEQ’s prior written approval, other commercial
uses. For purposes of this restriction, the following definitions apply:
a. “Office” is defined as the provision of business or professional services;
20050/Rite Aid (DRAFT 20170821)
3
b. “Industrial” is defined as the assembly, fabrication, processing, warehousing or distribution of goods
or materials;
c. “Commercial” is defined as an enterprise carried on for profit or nonprofit by the owner, lessee or
licensee;
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, the sales of food and beverage products including
brewery, farmers market;
e. “High Density Residential” is defined as permanent dwellings where residential units are attached to
each other with common walls, such as condominia, apartments, group homes, dormitories or boarding houses, and any property outside the dwelling structures is usable by all residents and not privately owned as part of a
particular unit, and shall include related amenities, such as pools, clubhouses, courtyards, common areas,
recreation areas and parking garages. “Area of Potential High Density Residential Use” is depicted on the plat
component of the Notice.
f. “Parking” is defined as the temporary accommodation of motor vehicles in an area designed for same;
g. “Entertainment” is defined as private, public, and community activities (such as, for example,
festivals, theater, musical events or shows), which may include food and beverage service;
h. “Hotel” is defined as the provision of overnight lodging to paying customers, and to associated food
services, gym, reservation, cleaning, utilities, parking and on-site hospitality, management and reception
services;
i. “Storage Unit” is defined as spaces that are commercially rented on a short- or long-term basis by
consumers and businesses for the storage of personal effects, household goods, equipment and other non-
hazardous materials that are in compliance with all other aspects of this Agreement”;
j. “Amenity Space” is defined as a hardscaped and landscaped courtyard, swimming pool, pool deck,
courtyard, dog run, community gardens, fire pit, grilling station, seating areas, and a common use interior clubhouse. Activities conducted in the use of the community garden shall not disturb the native soil on the
Brownfields Property without prior approval from DEQ;
k. “Recreation” is defined as indoor and outdoor exercise-related, physically focused, or leisure-related
activities, whether active or passive, and the facilities for same, including, but not limited to, studios, swimming
pools, sports-related courts and fields, open space, greenways, parks, playgrounds, walking paths, and picnic and public gathering areas;
l. “Institutional” is defined as the use of land, buildings or structures for public, non-profit or quasi-
public purposes, such as libraries, community centers, primary, secondary or post-secondary education
facilities, Junior Achievement or health care facilities;
m. “Transit” is defined as a station or stop for the carrying, loading and unloading of passengers, carrying of goods, or materials from one place to another which may also contain pedestrian walkways, utility
easements, railroad crossings, and/or on-street parking areas. Adjacent areas for passenger and employee
parking, pick-up, and drop-off.
20050/Rite Aid (DRAFT 20170821)
4
2. The Brownfields Property may not be used for child care, adult care centers or schools (except for higher
educational space including use by institutional/educational organizations such as Junior Achievement) without
the prior written approval of DEQ.
3. 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.
4. Except for (i) the assessment and use of geothermal wells and existing monitoring wells and applications, and
(ii) activities conducted pursuant to the EMP, and unless compliance with this Land Use Restriction is waived
in writing by DEQ in advance in regard to a 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 without 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. 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 occur only in compliance with any written conditions DEQ imposes for the protection of public health and the environment.
5. No activity that disturbs soil may occur in areas depicted as “Area of Potential Soil Contamination” on the
plat component of the Notice without prior written approval from DEQ. No activity that disturbs soil on the
Brownfields Property, may occur unless and until DEQ states in writing, in advance of the proposed activity,
that said activity may occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified above 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. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency
circumstances no later than the next business day, and that any related assessment and remedial measures
required by DEQ shall be taken, and;
d. that is in accordance with an approved Environmental Management Plan (EMP).
6. Within 90 days of the effective date of this agreement, Prospective Developer, or the owner of the Brownfields Property, shall submit to DEQ for approval a plan and schedule for additional soil sampling in the
“Area of Potential Soil Contamination” located in the vicinity of soil sample SSB-10 as depicted on the plat
component of the Notice. If requested by DEQ, based upon the results of the additional soil sampling,
Prospective Developer (or the then owner) shall, within 45 days of receipt of said results, submit a plan and
schedule for implementing institutional or engineering controls. Such a plan may include, without limitation, physical barriers such as fencing, covering the soil with an impervious surface or other cap, and/or soil
excavation.
7. 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
20050/Rite Aid (DRAFT 20170821)
5
approved EMP as outlined in Land Use Restriction No. 12 or if removed from or brought onto the adjacent
Charlotte Army Missile Plant (CAMP) (the subject of Brownfields Project No. 11044-07-60).
8. No enclosed building may be constructed on the Brownfields Property and the area identified as “Area of
Potential Vapor Mitigation” on said plat may not be occupied.; until DEQ determines in writing the following. Note, this Land Use Restriction does not apply to the “Area of Potential High Density Residential Use” on the
plat component of the Notice.
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 methodology(ies)
for demonstrating performance of said measures.
9. Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ,
provided however rainwater from roofs may be captured and used for irrigation on the Brownfields Property.
10. Unless compliance with this Land Use Restriction is waived in writing in advance by DEQ in relation to
particular buildings, demolition and/or renovation of any or all buildings on the Brownfields Property depicted
on the plat component of the Notice in accordance with applicable legal requirements, including without limitation those related to lead and asbestos abatement that are administered by the Health Hazards Control Unit
(“HHCU”) within the Division of Public Health of the North Carolina Department of Health and Human
Services (“DHHS”).
11. No later than one year after the US Army Corps of Engineers agrees to fund the removal under the Formerly
Used Defense Site (“FUDS”) program, or prior to the creation of an exposure pathway, the known USTs, identified in Exhibit A subparagraph 7.i shall be removed or closed in place to the satisfaction of DEQ.
12. 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, if
warranted, revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase provided that
soil will be disturbed as part of the subsequent redevelopment phase and such redevelopment activities are not already addressed in an existing approved EMP) 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:
20050/Rite Aid (DRAFT 20170821)
6
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 Exhibit 2; 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);
c. plans for the proper characterization of, and, as necessary, disposal of contaminated soils
excavated during redevelopment; and
d. procedures to allow for transfer of soil between the adjacent Charlotte Army Missile Plant (CAMP) Brownfields site (the subject of Brownfields Project No. 11044-07-60) and Rite Aid Brownfields
site.
13. As part of the Land Use Restriction Update described below in Land Use Restriction No. 18 for each year
following the effective date of this Agreement for as long as physical redevelopment of the Brownfields
Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment-related activities since the last report, with a summary and drawings, that describes:
a. actions taken on the Brownfields Property in accordance with Section V: Work to be Performed
above;
b. soil grading and cut and fill actions;
c. methodology(ies) employed for field screening, sampling and laboratory analysis of
environmental media;
d. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate
disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated with
regulated substances; and
e. removal of any contaminated soil, water or other contaminated materials (for example, concrete,
demolition debris) from the Brownfields Property (copies of all legally required manifests shall be
included).
14. 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.
15. 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 the attached Exhibit
A, though: (i) financial figures related to the conveyance may be redacted; and (ii) such disclosure may be in
20050/Rite Aid (DRAFT 20170821)
7
accordance with the confidentiality and trade secret provisions of the North Carolina Public Records Law (to
the extent applicable). 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) of the attached
Exhibit A; or (ii) Prospective Developer may provide abstracts of leases, rather than full copies of said leases, to
the persons listed in Section XV of the attached Exhibit A.
16. None of the contaminants known to be present in the environmental media at the Brownfields Property, as
described in Exhibit 2 of this Notice 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. in fluids in vehicles;
c. as constituents of products and materials customarily used and stored in office, warehousing, commercial, retail, high-density residential, restaurant, and parking environments, 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 in containers < 55 gallons in size (that is, not used or repackaged) and later removed from the
Brownfields Property in the original packaging or containers.
17. The owner of any portion of the Brownfields Property where any existing, or subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors, or its tenants shall be
responsible for repair of any such wells to DEQ’s written satisfaction and within a time period
acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ in
advance.
18. 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
20050/Rite Aid (DRAFT 20170821)
8
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;
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. whether any vapor barrier and/or mitigation systems installed pursuant to Land Use Restriction
No. 8 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; and
d. whether the existing asphalt and concrete parking lot and building foundations are being
maintained such that they are intact, uncompromised, in good condition and continuing to serve as barriers
to prevent human exposure to soil contamination or other media.
e. whether the “Area of Potential Soil Contamination” properly covered by a physical barrier such as fencing, covering the soil with an impervious surface pursuant to Land Use Restriction No. 5 and 6
above remains or other cap, and/or soil excavation.
f. a joint LURU may be submitted for multiple owners by a duly constituted board or association
and shall include the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail
address of the entity submitting the joint LURU as well as for each of the owners on whose behalf the joint LURU is submitted.
g. LURU’s submitted for any portion of the Brownfields Property that contains rental units shall
include a list of tenants and their addresses.
h. A property owners’ association or other entity may perform this LURU’s duties, on behalf of
some or all owners of the Brownfields Property, if said association or entity has accepted responsibility for such performance pursuant to a notarized instrument satisfactory to DEQ that includes at a minimum, the
name, mailing address, telephone and facsimile numbers, and e-mail address of each owner on whose
behalf the LURU is proposed to be submitted.
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
20050/Rite Aid (DRAFT 20170821)
9
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.

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

NewCAMP Landowner, LP

By: __________________________________________ Neil Adamson
Senior Vice President, Finance & Acquisitions

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: _____________________

20050/Rite Aid (DRAFT 20170821)
11
************************************
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
Rite Aid/20050-16-060 (DRAFT 20170821)
EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF: NewCAMP Landowner, LP

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Rite Aid
OF 1997, NCGS § 130A-310.30, et seq. ) 1776 Statesville Avenue Brownfields Project No. 20050-16-060 ) 1701-1795 North Graham Street
) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and NewCAMP Landowner, LP (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 1776 Statesville Avenue and 1701 -1795 North
Graham Street (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.
NewCAMP Landowner, LP (“NewCAMP”) is a Delaware limited partnership whose
North Carolina registered agent is CT Corporation System and whose business address is 160
Mine Lake Court, Suite 200 in Raleigh, NC 27615. ATCO Properties and Management, LLC is
the manager of NewCAMP, and its business address is 555 Fifth Avenue – 16th Floor in New
York, NY 10017. NewCAMP intends to redevelop the Brownfields Property for office,
industrial, retail, high-density residential, restaurant, parking, entertainment, hotel, primary or
secondary educational space, storage unit, amenity space, recreation, institutional, transit and,
subject to DEQ’s prior written approval, other commercial uses. The Brownfields Property is
approximately 47.87 acres and includes the following three (3) Mecklenburg County Tax Parcel
Identification Numbers (“PIN”): 07903102, 07903105, and 07903103. These parcels are located
2
Rite Aid/20050-16-060 (DRAFT 20170821)
at 1776 Statesville Ave and 1701-1795 North Graham Street in Charlotte, Mecklenburg County.
Historical uses on the Brownfields Property include manufacturing of Model T Ford, a storage
depot for United States Government, and for the production of Hercules missiles, a facility also
known as the Charlotte Army Missile Plant (“CAMP”). Most recently, the Brownfields Property
was used by Eckerd/Rite Aid for warehousing and distribution of commercial/retail items, by
Greif Bros. Corporation, a manufacturer of corrugated paper containers, for storage by various
entities including Pax Industries, a shipping/transportation operation, and by a wood pallet
manufacturer. The Brownfields Property is surrounded by land in commercial and industrial use.
Soil and groundwater are contaminated at the Brownfields Property due to historical operations
and activities. The US Army Corps of Engineers (“COE”), on behalf of the United States
Department of Defense (“DOD”), is working with DEQ to address impacts related to operations
conducted by CAMP during its use of the Brownfields Property.
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 NewCAMP Landowner, LP for contaminants at the Brownfields Property.
The Parties agree that NewCAMP Landowner, LP’s entry into this Agreement, and the
actions undertaken by NewCAMP Landowner, LP in accordance with the Agreement, do not
constitute an admission of any liability by NewCAMP Landowner, LP for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit
NewCAMP Landowner, LP shall provide to DEQ, is in the public interest.
3
Rite Aid/20050-16-060 (DRAFT 20170821)
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 NewCAMP Landowner, LP.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises 3 parcels totaling approximately 47.87 acres.
Prospective Developer has committed itself to redevelopment for no uses other than office,
industrial, retail, high-density residential, restaurant, parking, entertainment, hotel, primary or
secondary educational space, storage unit, amenity space, recreation, institutional, transit and,
subject to DEQ’s prior written approval, other commercial uses
4. The Brownfields Property is bordered to the north by Hercules Industrial property (the
subject of NC Brownfields Project Number 11044-07-060); to the east by North Graham Street
and land used for commercial/industrial uses including an industrial parts distributor, an auto
sales lot, dry cleaners, vacant commercial building, industrial distributor, and Hutchinson
Shopping Center (the subject of NC Brownfields Project Number 13013-09-060); to the south by
land used for commercial/industrial uses including an auto shop, retail store, and equipment
leasing facilities; and to the west by land used for commercial use including a retail gas station,
cemetery, and undeveloped land (previously residential property) .
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
4
Rite Aid/20050-16-060 (DRAFT 20170821)
Title Prepared by Date of Report
Feasibility Study COE November 2008
Chrome Assessment - COE Bldg. 5/Eckerd Bldg. 2 Hoffman Engineering, Inc. March 2005
Indoor Air Quality Assessment AMEC March 2009
Limited Site Assessment Hoffman Engineering, Inc November 2010
Phase I Executive Summary Pilko & Assoc. June 1993
Phase I Remedial Investigation COE April 1999
Proposed Plan COE September 1999
Revised Final Design Sampling for the CAMP COE March 2013
Revised Final Design Sampling for the CAMP COE March 2013
Rite Aid Environmental Summary Hart & Hickman, PC May 2015
Slide Presentation - Environmental Issues at CAMP Hoffman Engineering, Inc 2005
State Groundwater Sampling Report COE March 2007
No Further Action Letter- Incident #7617 DEQ April 2011
No Further Action Letter - Incident #20520 DEQ September 1999
Phase II ESA - 1701 N. Graham St Hart & Hickman, PC September 2009
Initial Abatement Action and Phase I LSA - 1701
N. Graham St
Hart & Hickman, PC September 2009
No Further Action Letter – 1701 N. Graham Street DEQ September 2009
Phase I ESA – Rite Aid Property Hart & Hickman, PC June 2016
Indoor Air Assessment – Rite Aid Hart & Hickman, PC November 2016
Brownfields Assessment Report – Rite Aid and MV
Graham Property
Hart & Hickman, PC December 2016
6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer and DWM files as to use and ownership of the Brownfields Property:
a. The parcels located at 1776 Statesville Avenue (PINs 07903105 & 07903102)
are known as the “Rite Aid” property and collectively contain approximately 37 acres. This
property was initially developed in 1924 and has been used for industrial use since then. Prior
operations included manufacture of Model T Fords until approximately the 1930s. In the early-
1940s to the mid-1950s, the Brownfields Property was used as a storage depot for the United
States Government. In the mid-1950s to the late-1960, these parcels were used for the
production of Hercules missiles. The missile production facility was referred to as CAMP and
include adjacent parcels not included in this Agreement. Since the late 1960s, the Rite Aid
property has been used by Eckerd/Rite Aid for warehousing and distribution of commercial/retail
items. In 2016, Rite Aid vacated the property.
5
Rite Aid/20050-16-060 (DRAFT 20170821)
b. The Brownfields Property is developed with nine buildings. They are slab on
grade construction, except for the Boiler House Building which has a walk out basement.

Building Size (~sq ft) Former Use
Building 1 241,212 Rite Aid warehouse for storage, shipping offices
CAMP die casting, metal plating, and cleaning
Building 2 193,862 Rite Aid warehouse for storage, shipping, offices
CAMP machine shop and process plant
Building 3 144,658 Rite Aid storage and shipping
CAMP storage and offices
Building 48 17,154 Rite Aid storage of shelving and equipment
CAMP garage form emergency response vehicles
and for automotive maintenance
Building 50 3,280 Rite Aid vacant
CAMP chemical storage and solvent receiving,
distribution
Boiler House 4,347 Rite Aid vacant, no known use
CAMP, boiler house for generation of steam
Regional Training/
Office Building
12,917 Rite Aid office space and training rooms
T-26 4,846 Rite Aid office space
Warehouse Building 170,000 Warehouse storage, wooden pallets, plastic pellets
CAMP warehouse storage

c. The parcel located at 1701-1795 North Graham Street (PIN 07903103) is
known as the “MV Graham” property and contains approximately 12.5 acres. Historical uses
include storage by the US Army, beginning in the 1940s, and, from the 1950s to the late 1960s,
the manufacturer of missile components for the DOD as part of the CAMP facility. Since the
1960s, the MV Graham property was occupied by Greif Bros. Corporation (a manufacturer of
corrugated paper containers), was used for storage by various entities including Pax Industries
(shipping/transportation) and by a wood pallet manufacturer. The MV Graham property is
currently vacant.
d. The Prospective Developer is the current owner of the Brownfields Property.
6
Rite Aid/20050-16-060 (DRAFT 20170821)
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. In 1996, the COE requested access to the Brownfields Property to investigate
contamination and begin certain remedial activities on behalf of the DOD. Groundwater and soil
impacts were identified due to operations conducted during U.S. government ownership of the
site.
b. During the years of investigations, the COE has concluded that groundwater
contamination was from the chlorinated solvent, trichloroethylene (“TCE”) and its degradation
products, originating from historical governmental operations conducted at the site. The primary
source area for groundwater impacts has been determined to originate on the eastern end of
Building 2. Electroplating and degreasing operations were in the eastern end of Building 2. The
approximate extent of groundwater impacts on the Rite Aid property currently extends beneath
Buildings 1, 2, 48, and T-26. In 2005 and 2006, the COE performed pilot tests for a planned
chemical oxidation injection. The COE is in the process of addressing DEQ and stakeholder
comments associated with the planned remediation activities.
c. On the Rite Aid property, chrome plating operations were done in Buildings 1
and 2. Soil samples indicate hexavalent chromium and total chromium concentrations that
exceed the industrial/commercial exposures adjacent to a former plating pit located in Building
1. In 2005, soil samples collected from the base of the former piping pit of the electroplating
process in the western portion of Building 1 reported hexavalent chromium (7949 mg/kg) and
total chromium (80,000 mg/kg). Subsequent Toxicity Characteristic Leaching Procedure
(“TCLP”) testing determined the soil to be a potential hazardous waste if removed. Historical
plating and degreasing activities have also occurred in Building 2. On May 6, 2016, ten soil
7
Rite Aid/20050-16-060 (DRAFT 20170821)
borings were advanced within the vicinity of the former electroplating and degreasing pits in
Building 1 and nine soil borings within the vicinity of the former electroplating and degreasing
pits in Building 2 to evaluate subsurface conditions for a release of solvent or chromic acid. In
Building 1, ten soil borings (SB-22 through 31) were advanced approximately 15 ft below the
ground surface. In Building 2, nine soil borings (SB-1 through SB-9) were advanced
approximately 15 ft below the ground surface. In Building 1, analytical results from the soil
sampling indicated that hexavalent chromium and TCE impacts in the soil were present above
Inactive Hazardous Site Branch (“IHSB”) industrial Preliminary Soil Remediation Goals
(“PSRGs”). In Building 2, analytical results indicated that TCE impacts in the soil were present
above industrial PSRGs. No hexavalent chromium was identified in the soil borings collected
from Building 2.
d. On the Rite Aid property, there are soil impacts west of Building 1. On March
24, 2016, a soil boring (SB-8) was advanced west of the former electroplating pit in Building 1
in a grassy area outside of the building. The soil boring was advanced to approximately 10 ft
below ground surface. Field screening detected elevated readings, visual staining and mild
petroleum odor was observed in the 8’ to 10’ interval. Analytical results determined that semi-
volatile organic compound (“SVOC”) impacts were detected above the IHSB residential
screening criteria for polynuclear aromatic hydrocarbons (“PAHs”). The source of the
contamination has not been identified.
e. Shallow soil samples were collected on the Brownfields Property in 2016.
Concentrations of PAHs and metals, specifically arsenic and thallium, were detected above
Residential PSRGs. However, the concentrations were consistent with typical background levels
in six shallow soil samples. Concentrations of hexavalent chromium and lead were detected
8
Rite Aid/20050-16-060 (DRAFT 20170821)
above Residential PSRGs in sample SSB-10 located east of the Boiler House and near the water
tower. In addition, hexavalent chromium was detected above the Residential PSRG in sample
SSB-1 located south of the MV Graham building, but hexavalent chromium was not detected in
the duplicate of this sample. The hexavalent chromium and lead concentrations in these samples
did not exceed Industrial/Commercial PSRGs.
f. Due to high concentrations of chlorinated solvents in groundwater, the potential
for vapor intrusion was investigated with soil gas, sub-slab and indoor air sampling on the
Brownfields Property. In 2008, samples were collected in Building 1 and 48, the results
indicated compound concentrations above current Department of Waste Management (“DMW”)
Indoor Air Screening Levels (“IASLs”). The compounds detected above IASLs were TCE and
Tetrachloroethylene (“PCE”). PCE and TCE were not detected above IASLs in indoor air
samples collected in September of 2008.
g. In April 2016, twelve sub-slab soil vapor sampling points (SSV-1 through
SSV-12) to evaluate the possibility for vapor intrusion based on the previously delineated extent
of TCE groundwater impacts. Analytical results from the sub-slab soil vapor testing indicate that
TCE was detected above the NC DWM Vapor Intrusion Screening Criteria (“DWM VISL”) for
both non-residential and residential screening criteria in Buildings 1, and 2 and above residential
screening criteria in Building 48. Chloroform was detected in Building 1 above DWM VISL for
both non-residential and residential screening criteria and PCE was detected above residential
screening criteria.
h. On the Rite Aid property, Building 48 was historically used as an automotive
maintenance area. The original construction drawings depict a former in-ground hydraulic lift
and oil change pit. The in-ground lift and oil change pit have been abandoned by filling the voids
9
Rite Aid/20050-16-060 (DRAFT 20170821)
with concrete and fill material. Four soil borings (SB-10 through SB-13) were advanced to
approximately 15 ft below ground surface within the vicinity of the former in-ground lift and oil
change pit to evaluate subsurface conditions for a release of hydraulic oil and other petroleum
products. Analytical results indicate TCE impacts above IHSB Protection of Groundwater
(POG) and the soil-to-water Maximum Soil Contaminant Concentration (“MSCC”) in the soil
sample SB-10 collected adjacent to the former oil change pit.
i. A previously unknown underground storage tank (“UST”) basin, containing
eight (8) unregistered USTs presumed to have contained fuel oil, was discovered during a
subsurface investigation utilizing ground penetrating radar (“GPR”). The USTs were identified
adjacent to the southwestern corner of Building 48. The presence of fuel oil or other petroleum
products remaining in the USTs could not be confirmed due to a lack of accessible fill ports. In
May 2016, eight soil borings (SB-14 through SB-21) were advanced to approximately 15 ft
below ground surface within the vicinity of the UST basin to evaluate subsurface conditions for a
release of petroleum products. SB-18 was converted into a temporary monitor well (TMW-1)
and a groundwater sample was collected to determine if a petroleum release from the USTs has
infiltrated the downgradient shallow aquifer. Analytical results indicated that soil impacts for
volatile organic compounds (“VOCs”) were detected above residential PSRGs and DEQ
MSCCs. A groundwater sample collected from TMW-1 indicated that benzene was detected
above the DEQ 2L Standard.
j. In June, September and December 2016, indoor air sampling events were
conducted to evaluate the potential for vapor intrusion in Buildings 1, 2, 48, and the former
Boiler House due to the presence of chlorinated solvent groundwater impacts at the Brownfields
Property. The data indicates that samples collected from the central and northern portions of
10
Rite Aid/20050-16-060 (DRAFT 20170821)
Building 1 contained concentrations of TCE above the DEQ residential and non-residential
IASLs. TCE was not detected above the residential IASL in the southern portion of Building 1,
or in Buildings 2, 48, and the former Boiler House. Acrolein was detected above the non-
residential IASL in 21 of the 23 sample locations and in the three background samples. Based
upon the lack of acrolein detected in SSV samples, the common occurrence of acrolein in
ambient and indoor air due to tobacco and petroleum product combustion, and the detection of
acrolein in the background samples, it appears that acrolein is not associated with vapor intrusion
from the sub-surface on the Rite Aid site.
k. The potential for vapor intrusion was investigated on the MV Graham property.
Four sub-slab vapor samples (MVSSV-1 through MVSSV-4) were collected from within the MV
Graham property building, and one soil gas sample (MVSSV-5) was collected outside and north
of this building. Acrolein was detected above the Residential SGSLs but below the Non-
Residential SGSL in the sub-slab samples collected below the MV Graham property building.
Results of cumulative risk calculations indicate that an HI of 1 was exceeded for the residential
exposure scenario.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on December 15, 2016. 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.
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 11, 2016 and
11
Rite Aid/20050-16-060 (DRAFT 20170821)
amended on September 19, 2016. On August 19, 2016, Prospective Developer purchased the
1701 N Graham St. parcel of the Brownfields Property. On December 20, 2016, Prospective
Developer purchased the 1776 Statesville Avenue parcel of the Brownfields Property.
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
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. The Parties agree that a $30,000 “Redevelopment Now” fee Prospective Developer
has paid suffices as the $2,000 fee to seek a brownfields agreement required by NCGS § 130A-
12
Rite Aid/20050-16-060 (DRAFT 20170821)
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.
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 construction jobs and permanent jobs associated with
redevelopment uses;
d. an increase in tax revenue for affected jurisdictions;
e. additional residential, office, retail space for the area;
f. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint; and
g. “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,
13
Rite Aid/20050-16-060 (DRAFT 20170821)
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
(EMP) 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 instead of remediation to unrestricted
use standards. 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 office,
industrial, retail, high-density residential, restaurant, parking, entertainment, hotel, primary or
secondary educational space, storage unit, amenity space, recreation, institutional, transit and
subject to DEQ’s prior written approval, other commercial uses. For purposes of this restriction,
the following definitions apply:
i. “Office” is defined as the provision of business or professional
services;
ii. “Industrial” is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials;
iii. “Commercial” is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee;
14
Rite Aid/20050-16-060 (DRAFT 20170821)
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, the sales of food and beverage products including brewery, farmers market;
v. “High Density Residential” is defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia, apartments,
group homes, dormitories or boarding houses, and any property outside the dwelling structures is
usable by all residents and not privately owned as part of a particular unit, and shall include
related amenities, such as pools, clubhouses, courtyards, common areas, recreation areas and
parking garages. “Area of Potential High Density Residential Use” is depicted on the plat
component of the Notice of Brownfields Property referenced below in paragraph 20.
vi. “Parking” is defined as the temporary accommodation of
motor vehicles in an area designed for same;
vii “Entertainment” is defined as private, public, and community activities
(such as, for example, festivals, theater, musical events or shows), which may include food and
beverage service;
viii. “Hotel” is defined as the provision of overnight lodging to paying
customers, and to associated food services, gym, reservation, cleaning, utilities, parking and on-
site hospitality, management and reception services;
ix. “Storage Unit” is defined as spaces that are commercially rented on a
short- or long-term basis by consumers and businesses for the storage of personal effects,
household goods, equipment and other non-hazardous materials that are in compliance with all
other aspects of this Agreement”;
x. “Amenity Space” is defined as a hardscaped and landscaped courtyard,
15
Rite Aid/20050-16-060 (DRAFT 20170821)
swimming pool, pool deck, courtyard, dog run, community gardens, fire pit, grilling station,
seating areas, and a common use interior clubhouse. Activities conducted in the use of the
community garden shall not disturb the native soil on the Brownfields Property without prior
approval from DEQ;
xi. “Recreation” is defined as indoor and outdoor exercise-related,
physically focused, or leisure-related activities, whether active or passive, and the facilities for
same, including, but not limited to, studios, swimming pools, sports-related courts and fields,
open space, greenways, parks, playgrounds, walking paths, and picnic and public gathering
areas;
xii. “Institutional” is defined as the use of land, buildings or structures for
public, non-profit or quasi-public purposes, such as libraries, community centers, primary,
secondary or post-secondary education facilities, Junior Achievement or health care facilities;
xiii. “Transit” is defined as a station or stop for the carrying, loading and
unloading of passengers, carrying of goods, or materials from one place to another which may
also contain pedestrian walkways, utility easements, railroad crossings, and/or on-street parking
areas. Adjacent areas for passenger and employee parking, pick-up, and drop-off.
b. The Brownfields Property may not be used for child care, adult care centers or
schools (except for higher educational space including use by institutional/educational
organizations such as Junior Achievement) without the prior written approval of DEQ.
c. 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.
d. Except for (i) the assessment and use of geothermal wells and existing
16
Rite Aid/20050-16-060 (DRAFT 20170821)
monitoring wells and applications, and (ii) activities conducted pursuant to the EMP, and unless
compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to a
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 without
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. 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 occur
only in compliance with any written conditions DEQ imposes for the protection of public health
and the environment.
e. No activity that disturbs soil may occur in areas depicted as “Area of Potential
Soil Contamination” on the plat component of the Notice of Brownfields Property reference
below in paragraph 20 without prior written approval from DEQ. No activity that disturbs soil on
the Brownfields Property, may occur unless and until DEQ states in writing, in advance of the
proposed activity, that said activity may occur if carried out along with any measures DEQ
deems necessary to ensure the Brownfields Property will be suitable for the uses specified above
in subparagraph 15.a while fully protecting public health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24”;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be given
written notice at least seven days in advance of a scheduled repair (if only by email) of any such
repair, or in emergency circumstances no later than the next business day, and that any related
17
Rite Aid/20050-16-060 (DRAFT 20170821)
assessment and remedial measures required by DEQ shall be taken, and;
iv. that is in accordance with an approved Environmental Management
Plan (EMP).
f. Within 90 days of the effective date of this agreement, Prospective Developer,
or the owner of the Brownfields Property, shall submit to DEQ for approval a plan and schedule
for additional soil sampling in the “Area of Potential Soil Contamination” located in the vicinity
of soil sample SSB-10 as depicted on the plat component of the Notice of Brownfields Property
referenced below in paragraph 20. If requested by DEQ, based upon the results of the additional
soil sampling, Prospective Developer (or the then owner) shall, within 45 days of receipt of said
results, submit a plan and schedule for implementing institutional or engineering controls. Such
a plan may include, without limitation, physical barriers such as fencing, covering the soil with
an impervious surface or other cap, and/or soil excavation.
g. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined in subparagraph 15.l or if
removed from or brought onto the adjacent Charlotte Army Missile Plant (CAMP) (the subject of
Brownfields Project No. 11044-07-60).
h. No enclosed building may be constructed on the Brownfields Property and the
area identified as “Area of Potential Vapor Mitigation” on said plat may not be occupied.; until
DEQ determines in writing the following. Note, this Land Use Restriction does not apply to the
“Area of Potential High Density Residential Use” on the plat component of the Notice of
Brownfields Property reference below in paragraph 20.
i. the building is or would be protective of the building’s users,
18
Rite Aid/20050-16-060 (DRAFT 20170821)
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
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
methodology(ies) for demonstrating performance of said measures.
i. Surface water at the Brownfields Property may not be used for any purpose,
other than in connection with legally compliant storm water collection and reuse techniques,
without the prior written approval of DEQ, provided however rainwater from roofs may be
captured and used for irrigation on the Brownfields Property.
j. Unless compliance with this Land Use Restriction is waived in writing in
advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all
buildings on the Brownfields Property depicted on the plat component of the Notice referenced
in paragraph 20 below in accordance with applicable legal requirements, including without
limitation those related to lead and asbestos abatement that are administered by the Health
Hazards Control Unit (“HHCU”) within the Division of Public Health of the North Carolina
19
Rite Aid/20050-16-060 (DRAFT 20170821)
Department of Health and Human Services (“DHHS”).
k. No later than one year after the US Army Corps of Engineers agrees to fund the
removal under the Formerly Used Defense Site (“FUDS”) program, or prior to the creation of an
exposure pathway, the known USTs, identified above in subparagraph 7.i shall be removed or
closed in place to the satisfaction of DEQ.
l. 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, if warranted, revised to DEQ’s written satisfaction prior to
each subsequent redevelopment phase provided that soil will be disturbed as part of the
subsequent redevelopment phase and such redevelopment activities are not already addressed in
an existing approved EMP) 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
Exhibit 2; 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);
iii. plans for the proper characterization of, and, as necessary, disposal
of contaminated soils excavated during redevelopment; and
iv. procedures to allow for transfer of soil between the adjacent
20
Rite Aid/20050-16-060 (DRAFT 20170821)
Charlotte Army Missile Plant (CAMP) Brownfields site (the subject of Brownfields Project
No. 11044-07-60) and Rite Aid Brownfields site.
m. As part of the Land Use Restriction Update described below in subparagraph
15.r for each year following the effective date of this Agreement for as long as physical
redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90
days after the conclusion of physical redevelopment), the then owner of the Brownfields
Property shall provide DEQ a report subject to written DEQ approval on environment-related
activities since the last report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with
Section V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials
suspected or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies
of all legally required manifests shall be included).
n. 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
21
Rite Aid/20050-16-060 (DRAFT 20170821)
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
o. 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).
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.
p. 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. in fluids in vehicles;
iii. as constituents of products and materials customarily used and
22
Rite Aid/20050-16-060 (DRAFT 20170821)
stored in office, warehousing, commercial, retail, high-density residential, restaurant, and
parking environments, 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 in containers < 55 gallons in size (that is, not
used or repackaged) and later removed from the Brownfields Property in the original
packaging or containers.
q. The owner of any portion of the Brownfields Property where any
existing, or subsequently installed, DEQ-approved monitoring well is damaged by the
owner, its contractors, or its tenants shall be responsible for repair of any such wells to
DEQ’s written satisfaction and within a time period acceptable to DEQ, unless
compliance with this Land Use Restriction is waived in writing by DEQ in advance.
r. 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
23
Rite Aid/20050-16-060 (DRAFT 20170821)
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, 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 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. whether any vapor barrier and/or mitigation systems installed
pursuant to subparagraph 15.h 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; and
iv. whether the existing asphalt and concrete parking lot and building
foundations are being maintained such that they are intact, uncompromised, in good
condition and continuing to serve as barriers to prevent human exposure to soil
contamination or other media.
v. whether the “Area of Potential Soil Contamination” properly
covered by a physical barrier such as fencing, covering the soil with an impervious surface
pursuant to subparagraph 15.e and f above remains or other cap, and/or soil excavation.
24
Rite Aid/20050-16-060 (DRAFT 20170821)
vi. a joint LURU may be submitted for multiple owners by a duly
constituted board or association and shall include the name, mailing address, telephone and
facsimile numbers, and contact person’s e-mail address of the entity submitting the joint
LURU as well as for each of the owners on whose behalf the joint LURU is submitted.
vii. LURU’s submitted for any portion of the Brownfields Property
that contains rental units shall include a list of tenants and their addresses.
viii. A property owners’ association or other entity may perform this
LURU’s duties, on behalf of some or all owners of the Brownfields Property, if said
association or entity has accepted responsibility for such performance pursuant to a
notarized instrument satisfactory to DEQ that includes at a minimum, the name, mailing
address, telephone and facsimile numbers, and e-mail address of each owner on whose
behalf the LURU is proposed to be submitted.
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
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
25
Rite Aid/20050-16-060 (DRAFT 20170821)
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.n 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
the Notice containing a certification by the register of deeds as to the Book and Page numbers
26
Rite Aid/20050-16-060 (DRAFT 20170821)
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
27
Rite Aid/20050-16-060 (DRAFT 20170821)
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 paragraph 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 11, 2016 and by the Amended Brownfields
Property Application dated September 19, 2016 by which it applied for this Agreement. That
use is office, industrial, retail, high-density residential, restaurant, parking, entertainment, hotel,
primary or secondary educational space, storage unit, amenity space, recreation, institutional,
transit and subject to DEQ’s prior written approval, other commercial uses. Prospective
Developer also certifies that to the best of its knowledge and belief it has fully and accurately
disclosed to DEQ all information known to Prospective Developer and all information in the
possession or control of its officers, directors, employees, contractors and agents which relates in
any way to any past use of regulated substances or known contaminants at the Brownfields
Property and to its qualification for this Agreement, including the requirement that it not have
28
Rite Aid/20050-16-060 (DRAFT 20170821)
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,
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
29
Rite Aid/20050-16-060 (DRAFT 20170821)
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
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
30
Rite Aid/20050-16-060 (DRAFT 20170821)
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.
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
31
Rite Aid/20050-16-060 (DRAFT 20170821)
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15.a 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.
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.
32
Rite Aid/20050-16-060 (DRAFT 20170821)
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.
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:

NewCAMP Landowner, LP c/o ATCO Neil Adamson, Sr. Vice President
555 Fifth Avenue, 16th Floor
New York NY 10017
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
33
Rite Aid/20050-16-060 (DRAFT 20170821)
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
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
34
Rite Aid/20050-16-060 (DRAFT 20170821)
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
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:
New CAMP Landowner, LP

By:
____________________________________________________________________________
Neil Adamson Date
Senior Vice President, Finance & Acquisitions
TITLE
PROJECT
SITE LOCATION MAP
RITE AID
CHARLOTTE, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
FIGURE NO:
5-2-16 0
1ATL-001
0 2000 4000
APPROXIMATE
SCALE IN FEETN
U.S.G.S. QUADRANGLE MAP
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
CHARLOTTE EAST, NC
1967
REVISED/INSPECTED 1988
AND
DERITA, NC 1993
SITE
20050-16-060/Rite Aid (Draft 20170616)

1
Exhibit 2
The most recent environmental sampling at the Brownfields Property reported in the Environmental
Reports occurred on November 22, 2016. The following tables set forth, for contaminants present at the
Brownfields Property above unrestricted use standards or screening levels, the concentration found at each
sample location, and the applicable standard or screening level. Screening levels and groundwater standards are
shown for reference only and are not set forth as cleanup levels for purposes of this Agreement.
GROUNDWATER
Groundwater contaminants in micrograms per liter (the equivalent of parts per billion), the standards for
which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2L (2L), Rule .0202,
(April 1, 2013 version):

GROUNDWATER CONTAMINANT
SAMPLE
LOCATION

DATE OF
SAMPLING

CONC. EXCEEDING STANDARD
(µg/L)
NCAC 2L
STANDARD
(µg/L)

RESIDENTIAL VISL (µg/L)
BENZENE TMW-1 5/10/2016 1.26 1 15.9
CARBON TETRACHLORIDE COEMW-11 7/26/2013 5.1 0.3 4.15
CARBON TETRACHLORIDE HEI-05-02 7/24/2012 0.4 0.3 4.15
CARBON TETRACHLORIDE HEI-05-04 7/24/2012 0.99 0.3 4.15
CARBON TETRACHLORIDE HEI-06-02 7/30/2012 0.66 0.3 4.15
CARBON TETRACHLORIDE HEI-06-02 11/16/2007 1.2 0.3 4.15
CARBON TETRACHLORIDE HEI-06-02 11/16/2007 1.5 0.3 4.15
CARBON TETRACHLORIDE HEI-06-02 3/9/2007 1.2 0.3 4.15
CARBON TETRACHLORIDE HEI-06-02 10/14/2006 1.1 0.3 4.15
CARBON TETRACHLORIDE SAIC-04 7/26/2012 1.2 0.3 4.15
CARBON TETRACHLORIDE SAIC-13 7/27/2012 2.6 0.3 4.15
CARBON TETRACHLORIDE SAIC-16 7/25/2012 0.38 0.3 4.15
CARBON TETRACHLORIDE SAIC-17 7/25/2012 0.8 0.3 4.15
CARBON TETRACHLORIDE SAIC-20 7/25/2012 0.97 0.3 4.15
CARBON TETRACHLORIDE SAIC-21 7/25/2012 0.64 0.3 4.15
CHLOROMETHANE MW-2 10/14/2006 3.3 3 4.15
TETRACHLOROETHYLENE HEI-05-02 7/24/2012 1 0.7 11.5
TETRACHLOROETHYLENE HEI-06-08 11/16/2007 1 0.7 11.5
TETRACHLOROETHYLENE MW-4 5/1/2008 2.5 0.7 11.5
TETRACHLOROETHYLENE MW-4 11/16/2007 2.3 0.7 11.5
TETRACHLOROETHYLENE MW-4 10/14/2006 2.6 0.7 11.5
TETRACHLOROETHYLENE SAIC-04 7/26/2012 0.78 0.7 11.5
TETRACHLOROETHYLENE SAIC-10 7/25/2012 0.99 0.7 11.5
TETRACHLOROETHYLENE SAIC-16 7/25/2012 1.3 0.7 11.5
TETRACHLOROETHYLENE SAIC-17 7/25/2012 2.8 0.7 11.5
TETRACHLOROETHYLENE SAIC-17 8/28/2006 0.89 0.7 11.5
TETRACHLOROETHYLENE SAIC-20 7/25/2012 3.2 0.7 11.5
TETRACHLOROETHYLENE SAIC-20 8/28/2006 1.7 0.7 11.5
20050-16-060/Rite Aid (Draft 20170616)

2
GROUNDWATER
CONTAMINANT
SAMPLE LOCATION

DATE OF SAMPLING

CONC.
EXCEEDING
STANDARD
(µg/L)
NCAC 2L STANDARD (µg/L)

RESIDENTIAL
VISL (µg/L)

TETRACHLOROETHYLENE SAIC-21 7/25/2012 2.7 0.7 11.5
TETRACHLOROETHYLENE SAIC-21 8/28/2006 0.9 0.7 11.5
TRICHLOROETHYLENE CAMP-1
(DUP 05-02) 7/24/2012 3400 3 1.04
TRICHLOROETHYLENE COEMW-10 7/27/2012 170 3 1.04
TRICHLOROETHYLENE COEMW-12 7/31/2012 29 3 1.04
TRICHLOROETHYLENE COEMW-13 7/25/2012 360 3 1.04
TRICHLOROETHYLENE COEMW-14 7/27/2012 130 3 1.04
TRICHLOROETHYLENE COEMW-15 7/26/2012 14 3 1.04
TRICHLOROETHYLENE COEMW-21 5/2001 2980 3 1.04
TRICHLOROETHYLENE COEMW-22 7/26/2012 130 3 1.04
TRICHLOROETHYLENE COEMW-23 7/27/2012 28 3 1.04
TRICHLOROETHYLENE COEMW-24 7/30/2012 3.5 3 1.04
TRICHLOROETHYLENE COEMW-29 5/2001 1490 3 1.04
TRICHLOROETHYLENE HEI-05-02 7/24/2012 3400 3 1.04
TRICHLOROETHYLENE HEI-05-04 7/24/2012 140 3 1.04
TRICHLOROETHYLENE HEI-05-05 724/2012 390 3 1.04
TRICHLOROETHYLENE HEI-06-02 7/30/2012 11 3 1.04
TRICHLOROETHYLENE HEI-06-02 11/16/2007 15.7 3 1.04
TRICHLOROETHYLENE HEI-06-02 3/9/2007 14 3 1.04
TRICHLOROETHYLENE HEI-06-02 10/14/2006 12 3 1.04
TRICHLOROETHYLENE HEI-06-03 7/27/2012 87 3 1.04
TRICHLOROETHYLENE HEI-06-03 11/16/2007 130 3 1.04
TRICHLOROETHYLENE HEI-06-03 3/9/2007 160 3 1.04
TRICHLOROETHYLENE HEI-06-03 10/14/2006 190 3 1.04
TRICHLOROETHYLENE HEI-06-08 7/27/2012 49 3 1.04
TRICHLOROETHYLENE HEI-06-08 11/16/2007 86.6 3 1.04
TRICHLOROETHYLENE HEI-06-08 3/9/2007 67 3 1.04
TRICHLOROETHYLENE HEI-06-08 10/14/2006 82 3 1.04
TRICHLOROETHYLENE MW-1 11/16/2007 553 3 1.04
TRICHLOROETHYLENE MW-1 3/9/2007 28 3 1.04
TRICHLOROETHYLENE MW-1 10/14/2006 220 3 1.04
TRICHLOROETHYLENE MW-1A 7/27/2012 6500 3 1.04
TRICHLOROETHYLENE MW-4 5/1/2008 3510 3 1.04
TRICHLOROETHYLENE MW-4 11/16/2007 3430 3 1.04
TRICHLOROETHYLENE MW-4 3/9/2007 2600 3 1.04
TRICHLOROETHYLENE MW-4 10/14/2006 2700 3 1.04
TRICHLOROETHYLENE MW-6 7/27/2012 39 3 1.04
TRICHLOROETHYLENE SAIC-03 7/26/2013 100 3 1.04
TRICHLOROETHYLENE SAIC-04 7/26/2013 220 3 1.04
TRICHLOROETHYLENE SAIC-07 5/2001 483 3 1.04
TRICHLOROETHYLENE SAIC-08 7/26/2013 5500 3 1.04
TRICHLOROETHYLENE SAIC-09 7/30/2012 32 3 1.04
20050-16-060/Rite Aid (Draft 20170616)

3
GROUNDWATER
CONTAMINANT
SAMPLE LOCATION

DATE OF SAMPLING

CONC.
EXCEEDING
STANDARD
(µg/L)
NCAC 2L STANDARD (µg/L)

RESIDENTIAL
VISL (µg/L)

TRICHLOROETHYLENE SAIC-10 7/25/2012 4600 3 1.04
TRICHLOROETHYLENE SAIC-13 7/27/2012 72 3 1.04
TRICHLOROETHYLENE SAIC-14 7/26/2013 6400 3 1.04
TRICHLOROETHYLENE SAIC-15 7/25/2012 310 3 1.04
TRICHLOROETHYLENE SAIC-15 8/28/2006 210 3 1.04
TRICHLOROETHYLENE SAIC-16 7/25/2012 7000 3 1.04
TRICHLOROETHYLENE SAIC-16 8/28/2006 1300 3 1.04
TRICHLOROETHYLENE SAIC-17 7/25/2012 14000 3 1.04
TRICHLOROETHYLENE SAIC-17 8/28/2006 1900 3 1.04
TRICHLOROETHYLENE SAIC-20 7/25/2012 12000 3 1.04
TRICHLOROETHYLENE SAIC-20 8/28/2006 4200 3 1.04
TRICHLOROETHYLENE SAIC-21 7/25/2012 12000 3 1.04
TRICHLOROETHYLENE SAIC-21 8/28/2006 2800 3 1.04
TRICHLOROETHYLENE SAIC22 8/28/2006 560 3 1.04
TRICHLOROETHYLENE SAIC-22 7/26/2012 12000 3 1.04
TRICHLOROETHYLENE SAIC-23 7/26/2012 13000 3 1.04
*Shaded cells are concentrations (conc.) that exceed both the NCAC 2L Standard and Residential VISL.

GROUNDWATER VAPOR INTRUSION RISK
Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the
equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Residential
Vapor Intrusion Screening Levels (VISL) of the Division of Waste Management October 2016 version):
GROUNDWATER
CONTAMINANT WITH
POTENTIAL FOR VI
SAMPLE
LOCATION

DATE OF
SAMPLING

CONC.
EXCEEDING VISL
(µg/L)
RESIDENTIAL
VISL1
(µg/L)
1,1,2-TRICHLOROETHANE HEI-05-02 7/24/2012 6.2 1.24
1,1,2-TRICHLOROETHANE MW-4 5/1/2008 5 1.24
1,1,2-TRICHLOROETHANE MW-4 11/16/2007 5 1.24
1,1,2-TRICHLOROETHANE MW-4 10/14/2006 6 1.24
1,1,2-TRICHLOROETHANE SAIC-10 7/25/2012 7.7 1.24
1,1,2-TRICHLOROETHANE SAIC-14 7/26/2013 13 1.24
1,1,2-TRICHLOROETHANE SAIC-16 7/25/2012 8.9 1.24
1,1,2-TRICHLOROETHANE SAIC-16 8/28/2006 4.3 1.24
1,1,2-TRICHLOROETHANE SAIC-17 7/25/2012 18 1.24
1,1,2-TRICHLOROETHANE SAIC-17 8/28/2006 6 1.24
1,1,2-TRICHLOROETHANE SAIC-20 7/25/2012 22 1.24
1,1,2-TRICHLOROETHANE SAIC-20 8/28/2006 11 1.24
1,1,2-TRICHLOROETHANE SAIC-21 7/25/2012 19 1.24
20050-16-060/Rite Aid (Draft 20170616)

4
GROUNDWATER
CONTAMINANT WITH POTENTIAL FOR VI
SAMPLE
LOCATION

DATE OF
SAMPLING

CONC.
EXCEEDING VISL (µg/L)
RESIDENTIAL
VISL1 (µg/L)
1,1,2-TRICHLOROETHANE SAIC-21 8/28/2006 8 1.24
1,1,2-TRICHLOROETHANE SAIC22 8/28/2006 4.7 1.24
1,1,2-TRICHLOROETHANE SAIC-23 7/26/2013 22 1.24
1,1,2-TRICHLOROETHANE SAIC-8 7/26/2013 14 1.24
CHLOROFORM HEI-06-03 3/9/2007 8.2 8.14
CHLOROFORM HEI-06-03 10/14/2006 13 8.14
CHLOROFORM SAIC-16 7/25/2012 8.3 8.14
CHLOROFORM SAIC-16 8/28/2006 25 8.14
CHLOROFORM SAIC-17 7/25/2012 10 8.14
CHLOROFORM SAIC-17 8/28/2006 18 8.14
CHLOROFORM SAIC-20 7/25/2012 9.6 8.14
CHLOROFORM SAIC-20 8/28/2006 16 8.14
CHLOROFORM SAIC-21 7/25/2012 11 8.14
CHLOROFORM SAIC-21 8/28/2006 19 8.14
CHLOROFORM SAIC22 8/28/2006 18 8.14
TRICHLOROETHYLENE COEMW-03 7/27/2012 2.2 1.04
TRICHLOROETHYLENE COEMW-11 7/26/2012 2.6 1.04
TRICHLOROETHYLENE MW-3 7/27/2012 2.4 1.04
TRICHLOROETHYLENE MW-3 11/16/2007 1.2 1.04
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk.
2 NS – Screening level or regulatory not established.
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 AND DEPTH SAMPLE DATE
CONC.
EXCEEDING SL (mg/kg)
RESIDENTIAL
SL 1 (mg/kg)
1,2,4-TRIMETHYLBENZENE SB-17 10-12' 5/9/2016 15.5 11.6
ANTIMONY SB-26 5-6' 5/10/2016 22.8 6.2
ARSENIC SB-6 2-4' 3/24/2016 4 0.68
ARSENIC SB-6 8-10' 3/24/2016 3.95 0.68
ARSENIC SB-7 8-10' 3/24/2016 3.86 0.68
ARSENIC SB-8 2-4' 3/24/2016 3.9 0.68
ARSENIC SB-19 2-4' 3/24/2016 3.14 0.68
20050-16-060/Rite Aid (Draft 20170616)

5
SOIL CONTAMINANT
SAMPLE
LOCATION
AND DEPTH
SAMPLE DATE
CONC.
EXCEEDING SL
(mg/kg)
RESIDENTIAL
SL 1 (mg/kg)
ARSENIC SSB-9 0-2 11/21/2016 4.74 0.68
ARSENIC SSB-10 0-2 11/21/2016 5.86 0.68
ARSENIC MVG SSB-1 0-2 11/21/2016 5.25 0.68
ARSENIC MVG SSB-5 0-2 11/21/2016 4.18 0.68
ARSENIC MVG SSB-6 0-2 11/21/2016 2.97 0.68
BENZO(A) ANTHRACENE SB-8 8-10' 3/24/2016 0.843 0.16
BENZO(A) ANTHRACENE SSB-9 0-2 11/21/2016 0.243 0.16
BENZO(A)PYRENE SSB-4 0-2 11/21/2016 0.125 0.016
BENZO(A)PYRENE SB-8 8-10' 3/24/2016 0.571 0.016
BENZO(A)PYRENE SSB-9 0-2 11/21/2016 0.215 0.016
BENZO(A)PYRENE MVG SSB-4 0-2 11/21/2016 0.125 0.016
BENZO(B)FLUORANTHENE SSB-4 0-2 11/21/2016 0.179 0.16
BENZO(B)FLUORANTHENE SB-8 8-10' 3/24/2016 0.216 0.16
BENZO(B)FLUORANTHENE SSB-9 0-2 11/21/2016 0.417 0.16
BENZO(B)FLUORANTHENE SSB-10 0-2 11/21/2016 0.446 0.16
BENZO(B)FLUORANTHENE MVG SSB-4 0-2 11/21/2016 0.179 0.16
CHROMIUM Pipe Pit Bldg 5/ (currently Bldg 1) 2/9/2005 80000 0.3
CHROMIUM(VI) SB-25 5-6' 5/10/2016 23.2 0.3
CHROMIUM(VI) SB-26 5-6' 5/10/2016 1680 0.3
CHROMIUM(VI) SB-28 12-15' 5/10/2016 75.2 0.3
CHROMIUM(VI) Pipe Pit Blg 5
(currently Bldg 1) 2/9/2005 7940 0.3
CHROMIUM(VI) SSB-10 0-2 11/21/2016 6.19 0.3
CHROMIUM(VI) MVG SSB-1 0-2 11/21/2016 2.18 0.3
CYANIDE
Pipe Pit Bldg 5
(currently Bldg 1) 2/9/2005 3.3 0
LEAD SSB-10 0-2 11/21/2016 406 400
MANGANESE SB-25 12-15' 5/10/2016 441 360
MANGANESE SB-26 5-6' 5/10/2016 396 360
MANGANESE SB-26 12-15' 5/10/2016 489 360
MANGANESE SB-28 12-15' 5/10/2016 952 360
MANGANESE SB-29 12-15' 5/10/2016 1020 360
MANGANESE SB-1 12-15' 5/6/2016 922 360
MANGANESE SB-2 10-12' 5/6/2016 723 360
MANGANESE SB-5 12-15' 5/6/2016 747 360
MANGANESE SB-6 10-12' 5/6/2016 1140 360
20050-16-060/Rite Aid (Draft 20170616)

6
SOIL CONTAMINANT
SAMPLE
LOCATION
AND DEPTH
SAMPLE DATE
CONC.
EXCEEDING SL
(mg/kg)
RESIDENTIAL
SL 1 (mg/kg)
MANGANESE SB-8 12-15' 5/6/2016 697 360
MANGANESE SB-9 8-10' 5/6/2016 740 360
MANGANESE SB-10 10-12' 5/9/2016 1180 360
MANGANESE SB-12 10-12' 5/9/2016 597 360
MANGANESE SB-6 2-4' 3/24/2016 547 360
MANGANESE SB-6 8-10' 3/24/2016 847 360
MANGANESE SB-7 8-10' 3/24/2016 1920 360
MANGANESE SB-3 2-4' 3/24/2016 722 360
MANGANESE SB-3 8-10' 3/24/2016 1410 360
MANGANESE SB-2 2-4' 3/24/2016 561 360
MANGANESE SB-2 8-10' 3/24/2016 869 360
MANGANESE SB-8 2-4' 3/24/2016 390 360
MANGANESE SB-8 8-10' 3/24/2016 756 360
MANGANESE SB-10 2-4' 3/24/2016 1020 360
MANGANESE SB-10 8-10' 3/24/2016 900 360
MANGANESE SB-26 8-10' 3/24/2016 1660 360
MANGANESE SB-19 8-10' 3/24/2016 848 360
THALLIUM SSB-8 0-2 11/21/2016 2.7 0.156
TRICHLOROETHYLENE SB-26 12-15' 5/10/2016 11.7 0.82
TPH ALIPHATIC MEDIUM SB-15 12-15’ 5/9/2016 1012 6.86
TPH ALIPHATIC MEDIUM SB-19 12-15’ 5/9/2016 283 6.86
TPH ALIPHATIC LOW SB-19 12-15’ 5/9/2016 179 104
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. 2. MVG represents samples collected at MVGraham Property located at 1701 North Graham Street.

SUB-SLAB VAPOR OR SOIL GAS
Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste Management (October 2016 version):

SUB-SLAB VAPOR
CONTAMINANT
SAMPLE
LOCATION
DATE OF
SAMPLING

CONCENTRATION
EXCEEDING SL
(µg/m3)

RESIDENTIAL
SL1
(µg/m3)
TRICHLOROETHYLENE SSV-1 4/22/2016 20 13.9
TRICHLOROETHYLENE SSV-4 4/25/2016 34,000 13.9
20050-16-060/Rite Aid (Draft 20170616)

7
CHLOROFORM SSV-5 4/25/2016 1,300 156
HEXACHLOROBUTADIENE SSV-5 4/25/2016 47 42.5
TETRACHLOROETHENE SSV-5 4/25/2016 990 278
TRICHLOROETHYLENE SSV-5 4/25/2016 3,000,000 13.9
TRICHLOROETHYLENE SSV-11 4/25/2016 730 13.9
ACROLEIN MVG SSV-1 11/22/2016 1.5J 0.139
ACROLEIN MVG SSV-2 11/22/2016 1.4J 0.139
ACROLEIN MVG SSV-3 11/22/2016 1.7J 0.139
ACROLEIN MVG SSV-4 11/22/2016 1.4J 0.139
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-5 lifetime incremental cancer risk.
2. MVG represents samples collected at MVGraham Property located at 1701 North Graham Street.

INDOOR AIR
Indoor air contaminants in micrograms per cubic meter, the screening limits for which are derived from
Residential Vapor Intrusion Screening Levels of the Division of Waste Management (October 2016 version):

INDOOR AIR CONTAMINANT

SAMPLE
LOCATION
DATE OF
SAMPLING
CONC. EXCEEDING
SL (µg/L)
RESIDENTIAL
SL 1 (µg/L)
ACROLEIN AMEC-2 9/11/2008 1.6 0.00417
ACROLEIN AMEC-3 9/11/2008 1.1 0.00417
ACROLEIN AMEC-4 9/11/2008 1.2 0.00417
ACROLEIN AMEC-5 9/11/2008 1.5 0.00417
ACROLEIN AMEC-6 9/11/2008 0.9 0.00417
ACROLEIN AMEC-8 9/11/2008 1 0.00417
ACROLEIN AMEC-9 9/11/2008 1.5 0.00417
ACROLEIN BAS-1 6/4/2016 2.4 0.00417
ACROLEIN IAS-1 6/4/2016 4.5 0.00417
ACROLEIN IAS-10 6/4/2016 2.7 0.00417
ACROLEIN IAS-11 9/17/2016 1.2J 0.00417
ACROLEIN IAS-13 9/17/2016 0.75J 0.00417
ACROLEIN IAS-15 9/17/2016 3.6 0.00417
ACROLEIN IAS-16 9/17/2016 4 0.00417
ACROLEIN IAS-17 9/17/2016 4.3 0.00417
ACROLEIN IAS-18 9/17/2016 2.8 0.00417
ACROLEIN IAS-19 9/17/2016 1.2J 0.00417
ACROLEIN IAS-2 6/4/2016 3.3 0.00417
ACROLEIN IAS-20 9/17/2016 0.7J 0.00417
ACROLEIN IAS-21 9/17/2016 <1.6 0.00417
20050-16-060/Rite Aid (Draft 20170616)

8
INDOOR AIR CONTAMINANT

SAMPLE
LOCATION
DATE OF
SAMPLING
CONC. EXCEEDING
SL (µg/L)
RESIDENTIAL
SL 1 (µg/L)
ACROLEIN IAS-22 9/17/2016 1.4J 0.00417
ACROLEIN IAS-23 9/17/2016 4.8 0.00417
ACROLEIN IAS-3 6/4/2016 5 0.00417
ACROLEIN IAS-4 6/4/2016 3.5 0.00417
ACROLEIN IAS-5 6/4/2016 5.5 0.00417
ACROLEIN IAS-6 6/4/2016 1.9 0.00417
ACROLEIN IAS-7 6/4/2016 1.7 0.00417
ACROLEIN IAS-8 6/4/2016 2.5 0.00417
ACROLEIN IAS-9 6/4/2016 2.3 0.00417
BENZENE AMEC-6 9/11/2008 0.94 0.36
BENZENE AMEC-8 9/11/2008 0.84 0.36
CHLOROFORM IAS-1 6/4/2016 0.22 0.122
CHLOROFORM IAS-12 6/4/2016 0.2 0.122
CHLOROFORM IAS-2 6/4/2016 0.29 0.122
CHLOROFORM IAS-3 6/4/2016 0.25 0.122
CHLOROFORM IAS-4 6/4/2016 0.28 0.122
CHLOROFORM IAS-5 6/4/2016 0.26 0.122
CHLOROFORM IAS-6 6/4/2016 0.22 0.122
ETHYLBENZENE AMEC-1 9/11/2008 1.2 1.12
ETHYLBENZENE AMEC-8 9/11/2008 1.8 1.12
NAPHTHALENE AMEC-3 9/11/2008 2.5 0.0826
NAPHTHALENE AMEC-4 9/11/2008 2.1 0.0826
NAPHTHALENE AMEC-9 9/11/2008 1.6 0.0826
TRICHLOROETHYLENE AMEC-1 9/11/2008 2.6 0.417
TRICHLOROETHYLENE AMEC-2 9/11/2008 4.3 0.417
TRICHLOROETHYLENE AMEC-8 9/11/2008 2.5 0.417
TRICHLOROETHYLENE IAS-1 6/4/2016 1.6 0.417
TRICHLOROETHYLENE IAS-2 6/4/2016 54 0.417
TRICHLOROETHYLENE IAS-3 6/4/2016 24 0.417
TRICHLOROETHYLENE IAS-4 6/4/2016 19 0.417
TRICHLOROETHYLENE IAS-5 6/4/2016 27 0.417
TRICHLOROETHYLENE IAS-6 6/4/2016 1 0.417
1Screening limits 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
Brownfields Project No. 20050-16-060
1776 Statesville Road/1701-1705 N. Graham Street

BEING all that certain tract or parcel of land located within the City of Charlotte, Mecklenburg
County, North Carolina, and fronting on Statesville Road, south of its intersection with
Woodward Avenue, and also fronting on North Graham Street, and being more particularly
described as follows:

BEGINNING at an existing surveyor’s pk nail (“Beginning Point”) located on the outer easterly
margin of the Statesville Avenue Permanent Sidewalk / Utility Easement, said easement being
described in Deed Book 18734 Page 6 of the Mecklenburg County Registry, said existing
surveyor’s pk nail Beginning Point being also located at the common front corner of Tract 1 as
shown on that certain plat recorded in Map Book 46 Page 281 and also Map Book 61 Page 142
of the Mecklenburg County Registry, said existing surveyor’s pk nail Beginning Point being also
located South 06-32-24 West 566.85 feet from an existing iron pipe (“Commencement Point”)
located at the easterly terminus of the intersection “chamfer”, or sight line, connecting the
easterly right-of-way margin of the said Statesville Road with the southerly right-of-way margin
of Woodward Avenue, said existing iron pipe Commencement Point having North Carolina State
Plane coordinates of Northing = 550,749.63 feet and Easting = 1,451,997.78 feet as based on the
Epoch 2010.0000 realization of the North American Horizontal Datum of 1983, said datum
having a combined grid factor of 0.99984215 to convert from the ground distances specified
herein, and running thence from said POINT AND PLACE OF BEGINNING along the
common boundary with the said Tract 1 the following fifteen (15) calls: (1) South 82-51-18 East
354.95 feet to an existing iron rebar, (2) North 24-38-43 East 32.67 feet to an existing iron rebar,
(3) North 14-20-35 East 43.43 feet to an existing iron rebar, (4) South 85-23-53 East 10.15 feet
to an existing iron rebar, (5) following the arc of a circular curve to the left having a radius of
14.25 feet and an arc length of 10.28 feet (chord bearing North 69-47-33 East 10.05 feet) to an
existing iron rebar, (6) North 44-53-04 East 9.51 feet to an existing iron rebar, (7) following the
arc of a circular curve to the right having a radius of 13.00 feet and an arc length of 10.17 feet
(chord bearing North 67-05-01 East 9.91 feet) to an existing surveyor’s pk nail, (8) South 83-04-
41 East 27.73 feet to an existing iron rebar, (9) South 62-56-30 East 34.33 feet to an existing iron
pipe, (10) South 82-08-53 East 239.23 feet to an existing iron rebar, (11) South 82-25-27 East
451.85 feet to an existing pk nail, (12) South 79-52-17 East 249.54 feet to an existing pk nail;
(13) North 66-43-03 East 37.56 feet to a point at a fence intersection, (14) following the arc of a
circular curve to the left having a radius of 700.00 feet and an arc length of 402.68 feet (chord
bearing North 47-11-59 East 397.15 feet) to an existing iron rebar, (15) North 34-04-00 East
(passing an existing iron rebar on the southerly or southwesterly right-of-way margin of the
aforesaid Woodward Avenue at 235.93 feet) a total distance of 255.21 feet to a point within the
right-of-way of the said Woodward Avenue; thence, within the right of way of Woodward
Avenue South 18-09-45 East 31.29 feet to a point; thence, South 30-32-39 West 15.16 feet to an
existing pk nail located on the southwesterly margin of Woodward Avenue, a public right-of-
way varying from 50 feet in width; thence, along the southwesterly margin of Woodward
Avenue with a curve to the right of radius 889.12 feet an arc distance of 146.03 feet (said arc
subtended by chord South 22-35-00 East 145.86 feet) to an iron rebar; thence, continuing with
the southwesterly margin of Woodward Avenue, South 17-52-17 East 67.75 feet to a nail found
in the concrete curb, said nail being located at the intersection of the southwesterly margin of
Woodward Avenue and the northwesterly margin of North Graham Street, a 60-foot public right
of way, per Map Book 3 Page 146; thence, with the northwesterly margin of North Graham
Street, South 33-11-16 West 1,868.43 feet to an existing iron rebar, the northeasterly corner of
the property of Emphasis Ads, Inc. (as described in Deed Book 25397 Page 417); thence, with
the northerly line of Emphasis Ads, Inc. North 83-36-24 West 419.42 feet (passing an existing
iron rebar at 332.90 feet) to an existing spike found near the centerline of the Norfolk Southern
Railway, a 71-foot right of way, the northeasterly corner of the property of 1516 Statesville
Avenue, LLC (as described in Deed Book 14097 Page 760); thence, with the northerly line of
1516 Statesville Avenue, LLC, (1) North 86-08-23 West 13.73 feet to a point; and (2) North 83-
36-28 West 727.75 feet (passing an existing iron pipe found at 697.62 feet, said pipe located on
the existing easterly margin of Statesville Avenue, a public right of way of variable width) to a
point in Statesville Avenue; thence, within the right of way of Statesville Avenue the following
five (5) calls: (1) North 07-24-12 East 200.59 feet to a point; (2) North 09-26-18 East 455.27 feet
to a point; (3) North 09-29-55 East 164.77 feet to a point, (4) North 09-03-25 East 267.22 feet to
a point and (5) North 06-29-09 East 226.02 feet to a point; thence South 82-51-18 East 32.77
feet to the point and place of BEGINNING, all as shown on survey prepared by Andrew G.
Zoutewelle, North Carolina Professional Land Surveyor No. L-3098, dated May 18, 2016.

SSV-11
IAS-7
SB-26
MW-4
TMW-1
SSV-11
IAS-7
SB-26
MW-4
TMW-1