16041 Fleming Labs-Approval to PC Package 20180807

1
Minnich, Carolyn
To:[e-mail]; Chris S. Walker ([e-mail]); Truesdale, Laura Boorman
Cc:Nicholson, Bruce; Liggins, Shirley; michael scott; Jesneck, Charlotte; Leonard, Laura; Day, Collin
([e-mail])
Subject:16041 Fleming Labs Approval to Public Comment Notification
Dear Mr, Walker and Mr. Browder,
Based on acceptance by the Prospective Developer of drafts of all four required brownfields documents -- the Notice of
Intent to Redevelop a Brownfields Property (NI), Summary of Notice of Intent to Redevelop a Brownfields Property (SNI), Notice of Brownfields Property (NBP) and the Brownfields Agreement (Exhibit A to the NBP) -- and 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 the subject brownfields project. Those tasks are as follows:
1. Publish the approved SNI in a newspaper of general circulation serving the area in which the brownfields property is located,
2. Conspicuously post a copy of the SNI at the brownfields property,
3. Mail or deliver the SNI to each owner of property contiguous to the brownfields property,
4. Provide a copy of the full NI to the local location where it will be available for public review as stated in the SNI, and
5. Provide a copy of the full NI, consisting of the one-page NI and the NBP with its three exhibits (the Brownfields Agreement, the survey plat, and the legal description), to all local governments having jurisdiction over the brownfields
property.
Pursuant to NCGS § 130.310.34.(b), the public comment period shall begin following completion of the above tasks. The NI and SNI, with a date filled in representing our belief as to how long it will take you to complete those tasks by
August 16, 2018, are attached hereto. The comment period shall not end any sooner than 30 days after you complete
the tasks.
NCGS § 130.310.34(b) also requires the Prospective Developer to submit documentation of the public notices to 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
2
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.

16041/Fleming Labs (DRAFT 20180621)
302238257 v1 1
NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Site Name: Fleming Laboratories Brownfields Project Number: 16041-12-060
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 August 16, 2018, 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

16041/Fleming Labs (DRAFT 20180802)

SUMMARY OF NOTICE OF
INTENT TO REDEVELOP A BROWNFIELDS PROPERTY Site Name: Fleming Laboratories Brownfields Project Number: 16041-12-060

Pursuant to NCGS § 130A-310.34, Summit Avenue Thrift Road, LLC, 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 Fleming Laboratories, consists of 1.5
acres and is located at 2205, 2209, & 2215 Thrift Road. Environmental contamination exists on the
Brownfields Property in soil, sediment, groundwater and vapor. Summit Avenue Thrift Road, LLC
has committed itself to no uses other than office, retail, restaurant, brewery or food production facility,
industrial, warehousing, parking, hotel, institutional, recreation, open space, and subject to DEQ’s
prior written approval, multi-family residential and 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 Summit Avenue Thrift Road, LLC, which in turn includes
(a) a map showing the location of the Property, (b) a description of the contaminants involved and their
concentrations in the media of the Property, (c) the above-stated description of the intended future use
of the Brownfields Property, and (d) proposed investigation and remediation; and (2) a proposed
Notice of Brownfields Property prepared in accordance with NCGS § 130A-310.35.

The full Notice of Intent to Redevelop a Brownfields Property may be reviewed at the
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 [phone]. The full Notice of Intent may also be viewed online
at the DEQ public record database, Laserfiche, by entering the project number 16041-12-060 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 August 16, 2018
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

16041/Fleming Labs (DRAFT 20180802)
1
Property Owner: Summit Avenue Thrift Road, LLC Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____
NOTICE OF BROWNFIELDS PROPERTY
Site Name: Fleming Laboratories Brownfields Project Number: 16041-12-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 2018 by Summit Avenue Thrift Road,
LLC (“Prospective Developer”). This Notice concerns contaminated property.
A copy of this Notice certified by the North Carolina Department of Environmental Quality
(“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes (“NCGS”), § 130A-310.35(b). This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to
public health or the environment posed by environmental contamination at a property (“Brownfields
Property”) being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9, Part 5 (“Act”). Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this
Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective
Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not the owner, also under the Prospective Developer’s name.
The Brownfields Property comprises two parcels totaling approximately 1.5 acres. The Brownfields Property is
the site of the former Fleming Laboratories, Inc. (“Fleming Labs”). The Brownfields Property address is 2205,
2209, and 2215 Thrift Road in Charlotte, North Carolina (Mecklenburg County Tax Parcel Identification Numbers “PIN” 07105112 and 07105113). Summit Avenue Thrift Road, LLC intends to redevelop the Brownfields Property for office, retail, restaurant, brewery or food production facility, industrial, warehousing,
parking, hotel, institutional, recreation, open space, and subject to DEQ’s prior written approval, multi-family
residential and other commercial uses. The Brownfields Property is surrounded by land in commercial and
16041/Fleming Labs (DRAFT 20180802) 2
industrial uses. Soil, sediment, groundwater, and vapor are contaminated due to historical operations both on and off site.

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, retail, restaurant, brewery or
food production facility, industrial, warehousing, parking, hotel, institutional, recreation, open space, and
subject to DEQ’s prior written approval, multi-family residential and other commercial uses. For purposes of this restriction, the following definitions apply:
a. “Office” is defined as the provision of business or professional services.
b. “Retail” is defined as the sale of goods or services, products, or merchandise directly to the
consumer or businesses and includes showrooms, personal service, and the sales of food and beverage products.
c. “Restaurant” is defined as a commercial business establishment that prepares and serves food and/or beverages to patrons.
d. “Brewery or Food Production Facility” is defined as an establishment for the manufacture,
sale and distribution of beverages or food products, including without limitation beer and ale, together with
associated public roadways and related infrastructure.
16041/Fleming Labs (DRAFT 20180802) 3
e. “Industrial” is defined as the assembly, fabrication, processing, warehousing or distribution of goods or materials.
f. “Warehousing” is defined as the use of a commercial building for storage of goods by
manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to the
storage of goods and materials for a specific commercial establishment of a group of establishments in a
particular type of industry or commercial activity.
g. “Parking” is defined as the temporary accommodation of motor vehicles in an area designed
for same.
h. “Hotel” is defined as the provision of overnight lodging to customers, and to associated food
services, gym, reservation, cleaning, utilities, parking and on-site hospitality, management and reception
services.
i. “Institutional” is defined as the use of land, buildings or structures for public, non-profit or
quasi-public purposes, such as libraries, community centers, post-secondary education facilities, or health care
facilities.
j. “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.
k. “Open Space” is defined as land maintained in a natural or landscaped state and used for
natural resource protection, buffers, greenways, detention facilities for stormwater.
l. “Multi-Family Residential” is defined as multi-unit human dwellings, such as condominia, or apartments, and shall include related amenities, such as pools, clubhouses, courtyards, common areas,
recreation areas and parking garages approved in writing by DEQ in advance. Single family homes,
townhomes, duplexes, or other units with yards are prohibited unless approved in writing by DEQ in advance.
m. “Commercial” is defined as an enterprise carried on for profit or nonprofit by the owner,
lessee or licensee.
2. The Brownfields Property may not be used for child care, adult care centers schools, or health-care
facilities 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. No activity that disturbs soil on the Brownfields Property may occur unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures
DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in Land Use
Restriction No. 1 above while fully protecting public health and the environment, except:
a. in connection with landscape planting to depths not exceeding 24” (or, for areas of the
Brownfields Property depicted on the plat component of the Notice as “Geofabric Placed Under Clean Fill,” to depths not exceeding 12”);
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
16041/Fleming Labs (DRAFT 20180802) 4
required by DEQ shall be taken; and
d. in connection to work conducted in accordance with a DEQ-approved Environmental
Management Plan (“EMP”) as outlined below in Land Use Restriction No. 7.
5. 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 below in Land Use Restriction No. 7.
6. No enclosed building may be constructed on the Brownfields Property, until DEQ determines in
writing that:
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.
7. Physical redevelopment of the Brownfields Property may not occur other than in accord, as
determined by DEQ, with an EMP approved in writing by DEQ in advance (and revised to DEQ’s written
satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use
restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation:
a. soil and water management issues, including without limitation those resulting from
contamination identified in the Environmental Reports;
b. issues related to potential sources of contamination referenced in Exhibit 2 of Exhibit A;
c. contingency plans for addressing, including without limitation the testing of soil and groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks, drums,
septic drain fields, oil-water separators, soil contamination); and
d. plans for the proper characterization of, and, as necessary, disposal of contaminated soils
excavated during redevelopment.
8. As part of the Land Use Restrictions Update described below in Land Use Restriction No. 14 for each year after the year in which the Notice is recorded, 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:

16041/Fleming Labs (DRAFT 20180802) 5
a. actions taken on the Brownfields Property in accordance with Section V: Work to be Performed of Exhibit A;
b. soil grading and cut and fill actions;
c. methodology(ies) employed for field screening, sampling and laboratory analysis of
environmental media;
d. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated with
regulated substances; and
e. removal of any contaminated soil, water or other contaminated materials (for example,
concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be
included).
9. 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.
10. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the
following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of
Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of
any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions) of Exhibit A,
though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public
Records Law. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this Land Use Restriction: (i) If every lease and rider is identical in form, the owner conveying
an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this Land Use
Restriction, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notices and Submissions) of Exhibit A; or (ii) The owner conveying an interest may provide abstracts of leases, rather than
full copies of said leases, to the persons listed in Section XV of Exhibit A.
11. None of the contaminants known to be present in the environmental media at the Brownfields
Property, as described in Exhibit 2 of Exhibit A 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, retail, restaurant, brewery or food production facility, parking, hotel, institutional, recreation, open space, and multi-
family residential environments, provided such products and materials are stored in original retail packaging
and used and disposed of in accordance with applicable laws;
d. 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; and

16041/Fleming Labs (DRAFT 20180802) 6
e. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in
the original packaging or containers.
12. 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.
13. The owner(s) of each portion of the Brownfields Property containing material that functions as a cap
over contaminated media, including without limitation gravel or asphalt parking areas, areas covered by clean
fill or geofabric and building foundations, shall be responsible for maintaining said material, except as
otherwise approved in writing by DEQ in advance or in accordance with an approved EMP as outlined above in Land Use Restriction No. 7.
14. During January of each year after the year in which the Notice is recorded, the owner of any part of
the Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update
(“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are
being complied with. The submitted LURU shall state the following:
a. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail
address of the owner (or board, association or approved entity) submitting the LURU if said owner (or the
owners on whose behalf the joint LURU is submitted) 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 (or the owners on whose behalf the joint LURU is submitted) 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. 6 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 soil caps required to be maintained by Land Use Restriction No. 13 above are being
inspected and maintained to prevent erosion and/or human exposure to contaminated soil or other contaminated
media.
e. 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 subparagraph 35.a. of Exhibit A, at the address stated therein.

16041/Fleming Labs (DRAFT 20180802) 7
ENFORCEMENT
The above land use restrictions shall be enforceable without regard to lack of privity of estate or
contract, lack of benefit to particular land, or lack of any property interest in particular land. The land use
restrictions shall be enforced by any owner of the Brownfields Property. The land use restrictions may also be
enforced by DEQ through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of local government having jurisdiction over any part of the Brownfields Property; and by
any person eligible for liability protection under the Brownfields Property Reuse Act who will lose liability
protection if the restrictions are violated. Any attempt to cancel any or all of this Notice without the approval of
the Secretary of DEQ (or its successor in function), or his/her delegate, shall be subject to enforcement by DEQ
to the full extent of the law. Failure by any party required or authorized to enforce any of the above restrictions shall in no event be deemed a waiver of the right to do so thereafter as to the same violation or as to one
occurring prior or subsequent thereto.

FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS
When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to
NCGS § 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no
smaller type than that used in the body of the deed or instrument, a statement that the Brownfields Property has
been classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse
Act.
IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this
_____ day of _______________, 2018.

SUMMIT AVENUE THRIFT ROAD, LLC

By: __________________________________________
Matthew D. Browder
Manager of Browder Group Real Estate, LLC, the manager of Summit Avenue Thrift Road, LLC

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: _____________________
16041/Fleming Labs (DRAFT 20180802) 8
************************************
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
16041-12-060/Fleming Lab (DRAFT 20180718)
EXHIBIT A

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY

IN THE MATTER OF: Summit Avenue Thrift Road, LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Fleming Laboratories
OF 1997, NCGS § 130A-310.30, et seq. ) 2205, 2209, and 2215 Thrift Road
Brownfields Project # 16041-12-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and Summit Avenue Thrift Road, LLC
(collectively the "Parties") pursuant to the Brownfields Property Reuse Act of 1997, NCGS §
130A-310.30, et seq. (the “Act”) for the property located at 2205, 2209 and 2215 Thrift Road in
Charlotte, Mecklenburg County, North Carolina 28208 (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.
Summit Avenue Thrift Road, LLC is a manager-managed North Carolina limited liability
company, whose manager is Browder Group Real Estate, LLC, and whose registered mailing
address is 1440 South Tryon Street, Suite 104, Charlotte, North Carolina 28203. The
Brownfields Property comprises two parcels totaling approximately 1.5 acres. The Brownfields
Property is the site of the former Fleming Laboratories, Inc. (“Fleming Labs”). The Brownfields
Property address is 2205, 2209, and 2215 Thrift Road in Charlotte, North Carolina (Mecklenburg
County Tax Parcel Identification Numbers “PIN” 07105112 and 07105113). Summit Avenue
Thrift Road, LLC intends to redevelop the Brownfields Property for office, retail, restaurant,

2
16041-12-060/Fleming Lab (DRAFT 20180718)
brewery or food production facility, industrial, warehousing, parking, hotel, institutional,
recreation, open space, and subject to DEQ’s prior written approval, multi-family residential and
other commercial uses. The Brownfields Property is surrounded by land in commercial and
industrial uses. Soil, sediment, groundwater, and vapor are contaminated due to historical
operations both on and off site.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and
limitations contained in Section VIII (Certification), Section IX (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of Summit Avenue Thrift Road, LLC for contaminants at the Brownfields
Property.
The Parties agree that Summit Avenue Thrift Road, LLC’s entry into this Agreement, and
the actions undertaken by Summit Avenue Thrift Road, LLC in accordance with the Agreement,
do not constitute an admission of any liability by Summit Avenue Thrift Road, LLC for
contaminants at the Brownfields Property. The resolution of this potential liability, in exchange
for the benefit Summit Avenue Thrift Road, LLC shall provide to DEQ, is in the public interest.
II. DEFINITIONS
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. “Brownfields Property” shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.

3
16041-12-060/Fleming Lab (DRAFT 20180718)
2. "Prospective Developer" shall mean Summit Avenue Thrift Road, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises two parcels totaling approximately 1.5 acres.
Prospective Developer has committed itself to redevelopment for no uses other than office, retail,
restaurant, brewery or food production facility, industrial, warehousing, parking, hotel,
institutional, recreation, open space, and subject to DEQ’s prior written approval, multi-family
residential and other commercial uses.
4. The Brownfields Property is bordered to the north by a railroad track, beyond which is
the Berryhill-Thrift Road Brownfields project (the subject of N.C. Brownfields Project No.
21061-17-60) and land used for commercial/industrial uses; to the east by Thrift Road, beyond
which is Robco Fence and Deck, Lucky Dog Bark & Brew Charlotte, Ruth’s Salads, Jay Street,
and vacant warehouses formerly used for industrial use; to the southeast by Baker-Mitchell
Company (a plumbing and heating supply house); to the southwest by a railroad track and
undeveloped, wooded land, beyond which is land used for commercial use, specifically Walker
Zanger, A. Hoke Ltd., and D&L Parts Co. Inc.; and to the west by a railroad track, railroad spur,
and undeveloped, wooded land, beyond which is the Charlotte Tank Trucks Brownfields project
(the subject of N.C. Brownfields Project No. 07028-03-060) and Suburban Propane.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared by Date of Report
Phase I Environmental Site Assessment Terracon Consultants, Inc. May 16, 2018
Sub-Slab Depressurization System Installation Hart & Hickman, PC November 8, 2017
Sub-Slab Depressurization Design Hart & Hickman, PC April 26, 2017

4
16041-12-060/Fleming Lab (DRAFT 20180718)
Title Prepared by Date of Report
Indoor Air Sampling Data Hart & Hickman, PC September 26, 2016
Indoor Air Sampling Work Plan Revision 1 Hart & Hickman, PC August 31, 2016
Results of Sub-Slab Sampling Con-Test Analytical Laboratory August 12, 2016
Groundwater Assessment Hart & Hickman, PC May 25, 2016
Brownfields Redevelopment Report Hart & Hickman, PC September 24, 2014
Environmental Action Plan Hart & Hickman, PC October 23, 2013
Arsenic Assessment, 2005 and 2009 Thrift Road Hart & Hickman, PC July 10, 2012
Arsenic Impacted Soil Remedial Design
Outline
S&ME, Inc. April 3, 2000
Soil and Sediment Sampling and Well Survey
Report
S&ME, Inc. September 1999
Draft Arsenic Impacted Soil
Characterization/Disposal Evaluation
S&ME, Inc. August 1999
UST Incident Report NCDEQ April 9, 1999
Limited Soil Sampling Report S&ME, Inc. April 6, 1999
Revised Analytical Data Tables (3rd Quarter 1996) National Environmental Technologies, Inc. October 25, 1996
Groundwater Sampling Report (3rd Quarter 1996) National Environmental Technologies, Inc. September 27, 1996
Aniline/Xylene Release Preliminary
Remedial Action/Effectiveness Study and Arsenic Acid Spill Summary Report
National Environmental
Technologies, Inc.
December 1995
Remedial Investigation Report, Arsenic Acid
Release
National Environmental
Technologies, Inc.
November 1994
Remedial Action Report, Arsenic Acid
Release
National Environmental
Technologies, Inc.
December 1993
Addendum to Soil Contamination Report
Arsenic Acid Release
National Environmental
Technologies, Inc.
January 1993
Soil Contamination Assessment Report National Environmental
Technologies, Inc.
October 1992
Site Characterization Report National Environmental
Technologies, Inc.
January 1992
Draft Site Characterization Report National Environmental
Technologies, Inc.
December 1991

6. For purposes of this Agreement, DEQ relies on the following representations by
DWM files as to use and ownership of the Brownfields Property:

5
16041-12-060/Fleming Lab (DRAFT 20180718)
a. From at least 1989 until the present, the Brownfields Property has been used as
a facility that manufactures bulk drugs for human and animal pharmaceutical markets under the
name Fleming Labs.
b. In March 2014, on the 2205 and 2009 Thrift Road parcel, four of the five site
building were demolished with a gravel parking lot constructed in their place.
c. Prospective Developer intends to acquire the Brownfields Property from
Fleming Laboratories Inc. in September 2018.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. On November 14, 1984, an arsenic acid release occurred at the tank/truck
unloading area on Thrift Road which is on the northeast side of the Fleming Labs facility.
b. In January 1990, prior to tank removal activities, initial soil assessments were
conducted and results indicated that there had been releases impacting the Brownfields Property,
containing ethylbenzene, toluene, xylenes, bis(2-ethylhexyl)phthalate, and aniline.
c. Four former underground storage tanks (“USTs”) were located on the
southwest side of Fleming Labs. These UST systems were permanently closed and removed in
April 1990. The tanks were reported to exhibit moderate corrosion and 203.54 tons of
contaminated soil was excavated. Eight soil samples were collected post-excavation. The
samples were analyzed for volatile organic compounds (“VOCs”), semi-volatile organics
(“SVOCs”), methanol and aniline. Compounds were reported in samples at concentrations
above the NCDEQ Inactive Hazardous Site Branch (“IHSB”) Industrial/Commercial Preliminary
Soil Remediation Goals (“PSRGs”), as reflected on Exhibit 2 to this Agreement. Imported soil

6
16041-12-060/Fleming Lab (DRAFT 20180718)
was used to backfill the former UST area. The following table describes the capacity of, and the
materials stored in, these USTs:

Tank Capacity (Gallons) Material Stored
1 5,000 Aniline
2 5,000 Xylene/Aniline
3 5,000 Xylene/Aniline
4 1,000 Methanol

d. An approximate 900-gallon heating oil UST located on the eastern side of the
Brownfields Property was closed in place in June 2014. The UST was uncovered during the
demolition activities and observed to contain residual fuel and water. A vacuum truck was
utilized to remove fluids from the tank, then it was thoroughly rinsed, power washed and
vacuumed again. Once the tank was cleaned it was filled with flowable cement and covered with
soil.
e. In 2014, four buildings were demolished on the Brownfields Property,
Buildings B, C, D, and E. During demolition, two main issues were addressed: (1) asbestos
containing materials (“ACM”) in the buildings and (2) arsenic impacts under the building
foundations and in the soils.
i. Prior to building demolition, an asbestos abatement was performed.
Friable and non-friable asbestos was identified. The ACM waste was removed and containerized
in lined and covered roll-off dumpsters. The waste was transported and disposed of in

7
16041-12-060/Fleming Lab (DRAFT 20180718)
accordance with state regulations to Greenway Waste Solutions in Huntersville, NC and
Contaminant Control, Inc. in Salisbury, NC. A total of 53.84 tons of non-friable ACM, 18 bags
(120 sq. ft.) of friable thermal system installation (“TSI”), and 1 linear foot of friable piping
material were removed from the Brownfields Property during the building demolition.
ii. In a previous assessment, impacted floors and soils were identified.
The concrete in Building C and a portion of the wood floor in Building D were impacted with
arsenic above characteristic hazardous waste levels. A total of 22.13 tons of wood and 52.34
tons of concrete were removed and disposed of offsite as hazardous waste in accordance with
applicable regulations.
iii. Soil containing arsenic above the characteristic hazardous waste
threshold was cut from two areas of the Brownfields Property near the northwest corner of
Building B and under the southwest corner of Building B. Soil was direct loaded onto trucks and
transported to a permitted hazardous waste disposal facility. Soil near the northwest corner of
Building B was removed to allow for placement of the clean soil cap. Additional soils impacted
with arsenic were excavated from the 2205 and 2009 Thrift Road parcel and relocated to other
areas on that parcel. In general, soils cut from the western portion of the parcel were used as fill
in the former basement of Building C, while soils cut from the eastern portion of the parcel were
used as fill in the southeastern portion of the parcel. The locations of the re-located soil are
depicted on the plat component of the Notice of Brownfields Property referenced below in
paragraph 20 as “Arsenic-Impacted Soils Beneath Geofabric and Clean Fill.”
f. Site restoration included grading of site soils, installation of geofabric, storm
water piping installation, import of clean fill and gravel, and hydro-seeding. The geofabric

8
16041-12-060/Fleming Lab (DRAFT 20180718)
locations are depicted on the plat component of the Notice of Brownfields Property referenced
below in paragraph 20 as “Geofabric Placed Under Clean Fill.”
g. Indoor air sampling conducted in Building A on September 13, 2016 identified
chlorinated solvents in excess of Non-Residential Indoor Air Screening Levels. Between June
29, 2017 and August 17, 2017, a sub-slab depressurization vapor mitigation system was installed
in Building A with the review and approval of DEQ.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred in September 2016. The tables set forth in Exhibit 2 to this
Agreement identify contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled. Groundwater has been impacted at the Brownfields
Property with VOCs (including chlorinated solvents such as tetrachloroethylene and
trichloroethylene) and metals above their respective screening levels. Soil has been impacted
with arsenic, benzene, ethylbenzene, xylenes, and aniline above their respective screening levels.
Sediment has been impacted with arsenic above the screening level. Sub-slab vapor and indoor
air have been impacted with VOCs (including tetrachloroethylene and trichloroethylene) above
their respective screening levels.
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”), and marketing the Brownfields
Property to prospective tenants. In September 2012, George W. Fleming, Jr. submitted a Ready
for Reuse Brownfields Property Application as a Proxy Prospective Developer (“PPD”) to start

9
16041-12-060/Fleming Lab (DRAFT 20180718)
the Brownfields process. On May 8, 2018, Prospective Developer contracted to purchase the
Brownfields Property. A revised BPA was submitted on May 25, 2018 by the Prospective
Developer. Prospective Developer intends to acquire the Brownfields Property from Fleming
Laboratories, Inc. in September 2018.
10. Fleming Laboratories, Inc. and Prospective Developer, as appropriate, have 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.

10
16041-12-060/Fleming Lab (DRAFT 20180718)
11. Proxy Prospective Developer has paid to DEQ the $7,500 fee to seek a brownfields
agreement, and Prospective Developer shall make a payment to DEQ of $7,500 at the time
Prospective Developer and DEQ enter into this Agreement, defined for this purpose as occurring
no later than the last day of the public comment period related to this Agreement. The Parties
agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement required by
NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-310.39(a)(2), the full
cost to DEQ and the North Carolina Department of Justice of all activities related to this
Agreement, unless a change is sought to a Brownfields document after it is in effect, in which
case there shall be an additional fee of at least $1,000.
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 temporary construction and permanent jobs;
d. an increase in tax revenue for affected jurisdictions;
e. additional retail, office, industrial, and other types of space for the area; and
f. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).

V. WORK TO BE PERFORMED
13. In redeveloping the Brownfields Property, Prospective Developer shall make

11
16041-12-060/Fleming Lab (DRAFT 20180718)
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ’s Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(“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, retail,
restaurant, brewery or food production facility, industrial, warehousing, parking, hotel,
institutional, recreation, open space, and subject to DEQ’s prior written approval, multi-family
residential and other commercial uses. For purposes of this restriction, the following definitions
apply:
i. “Office” is defined as the provision of business or professional services.

12
16041-12-060/Fleming Lab (DRAFT 20180718)
ii. “Retail” is defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products.
iii. “Restaurant” is defined as a commercial business establishment that
prepares and serves food and/or beverages to patrons.
iv. “Brewery or Food Production Facility” is defined as an establishment
for the manufacture, sale and distribution of beverages or food products, including without
limitation beer and ale, together with associated public roadways and related infrastructure.
v. “Industrial” is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials.
vi. “Warehousing” is defined as the use of a commercial building for
storage of goods by manufacturers, importers, exporters, wholesalers, transport businesses
among others, and also refers to the storage of goods and materials for a specific commercial
establishment of a group of establishments in a particular type of industry or commercial
activity.
vii. “Parking” is defined as the temporary accommodation of motor
vehicles in an area designed for same.
viii. “Hotel” is defined as the provision of overnight lodging to customers,
and to associated food services, gym, reservation, cleaning, utilities, parking and on-site
hospitality, management and reception services.
ix. “Institutional” is defined as the use of land, buildings or structures for
public, non-profit or quasi-public purposes, such as libraries, community centers, post-

13
16041-12-060/Fleming Lab (DRAFT 20180718)
secondary education facilities, or health care facilities.
x. “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.
xi. “Open Space” is defined as land maintained in a natural or landscaped
state and used for natural resource protection, buffers, greenways, detention facilities for
stormwater.
xi. “Multi-Family Residential” is defined as multi-unit human dwellings,
such as condominia, or apartments, and shall include related amenities, such as pools,
clubhouses, courtyards, common areas, recreation areas and parking garages approved in
writing by DEQ in advance. Single family homes, townhomes, duplexes, or other units with
yards are prohibited unless approved in writing by DEQ in advance.
xii. “Commercial” is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. The Brownfields Property may not be used for child care, adult care centers
schools, or health-care facilities 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. No activity that disturbs soil on the Brownfields Property may occur unless and

14
16041-12-060/Fleming Lab (DRAFT 20180718)
until DEQ states in writing, in advance of the proposed activity, that said activity may occur if
carried out along with any measures DEQ deems necessary to ensure the Brownfields Property
will be suitable for the uses specified in subparagraph 15.a above while fully protecting public
health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24” (or,
for areas of the Brownfields Property depicted on the plat component of the Notice of
Brownfields Property referenced below in paragraph 20 as “Geofabric Placed Under Clean Fill,”
to depths not exceeding 12”);
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be
given written notice at least seven days in advance of a scheduled repair (if only by email) of any
such repair, or in emergency circumstances no later than the next business day, and that any
related assessment and remedial measures required by DEQ shall be taken; and
iv. in connection to work conducted in accordance with a DEQ-approved
Environmental Management Plan (“EMP”) as outlined below in subparagraph 15.g.
e. 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 below in subparagraph 15.g.
f. No enclosed building may be constructed on the Brownfields Property, until
DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on site assessment data or a site-

15
16041-12-060/Fleming Lab (DRAFT 20180718)
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.
g. Physical redevelopment of the Brownfields Property may not occur other than in
accord, as determined by DEQ, with an EMP approved in writing by DEQ in advance (and
revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase) that is
consistent with all the other land use restrictions and describes redevelopment activities at the
Brownfields Property, the timing of redevelopment phases, and addresses health, safety and
environmental issues that may arise from use of the Brownfields Property during construction or
redevelopment in any other form, including without limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in

16
16041-12-060/Fleming Lab (DRAFT 20180718)
Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment.
h. As part of the Land Use Restrictions Update described below in subparagraph
15.n. for each year after the year in which the Notice referenced below in paragraph 20 is
recorded, 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

17
16041-12-060/Fleming Lab (DRAFT 20180718)
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all
legally required manifests shall be included).
i. 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.
j. 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. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner
conveying an interest may provide DEQ with copies of a form lease or rider evidencing
compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) The owner conveying an interest
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in
Section XV.

18
16041-12-060/Fleming Lab (DRAFT 20180718)
k. 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 stored
in office, retail, restaurant, brewery or food production facility, parking, hotel, institutional,
recreation, open space, and multi-family residential environments, provided such products and
materials are stored in original retail packaging and used and disposed of in accordance with
applicable laws;
iv. 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; and
v. in products or materials that are brought onto the Brownfields Property,
kept in their original packaging or containers (that is, not used or repackaged) and later removed
from the Brownfields Property in the original packaging or containers.
l. 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

19
16041-12-060/Fleming Lab (DRAFT 20180718)
within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is
waived in writing by DEQ in advance.
m. The owner(s) of each portion of the Brownfields Property containing material
that functions as a cap over contaminated media, including without limitation gravel or asphalt
parking areas, areas covered by clean fill or geofabric and building foundations, shall be
responsible for maintaining said material, except as otherwise approved in writing by DEQ in
advance or in accordance with an approved EMP as outlined above in subparagraph 15.g.
n. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and contact
person’s e-mail address of the owner (or board, association or approved entity) submitting the
LURU if said owner (or the owners on whose behalf the joint LURU is submitted) 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 (or the owners on whose behalf the
joint LURU is submitted) transferred any part of the Brownfields Property during the previous

20
16041-12-060/Fleming Lab (DRAFT 20180718)
calendar year;
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 15.f 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 soil caps required to be maintained by subparagraph 15.m
above are being inspected and maintained to prevent erosion and/or human exposure to
contaminated soil or other contaminated media.
v. 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

21
16041-12-060/Fleming Lab (DRAFT 20180718)
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
19. In addition to providing access to the Brownfields Property pursuant to subparagraph
15.i. 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

22
16041-12-060/Fleming Lab (DRAFT 20180718)
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
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

23
16041-12-060/Fleming Lab (DRAFT 20180718)
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
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 while the Prospective
Developer owns the Brownfields Property, the Prospective Developer shall immediately take all
appropriate action to prevent, abate, or minimize such release or threat of release, shall comply
with any applicable notification requirements under NCGS § 130A-310.1 and 143-215.85,
Section 103 of CERCLA, 42 USC § 9603, and/or any other law, and shall immediately notify the
DEQ Official referenced in subparagraph 35.a. below of any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application, dated May 25, 2018, as modified herein. That use is
office, retail, restaurant, brewery or food production facility, industrial, warehousing, parking,
hotel, institutional, recreation, open space, and subject to DEQ’s prior written approval, multi-
family residential and other commercial uses. Prospective Developer also certifies that to the best

24
16041-12-060/Fleming Lab (DRAFT 20180718)
of its knowledge and belief it has fully and accurately disclosed to DEQ all information known to
Prospective Developer and all information in the possession or control of its officers, directors,
employees, contractors and agents which relates in any way to any past use of regulated
substances or known contaminants at the Brownfields Property and to its qualification for this
Agreement, including the requirement that it not have caused or contributed to the contamination
at the Brownfields Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
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

25
16041-12-060/Fleming Lab (DRAFT 20180718)
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
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

26
16041-12-060/Fleming Lab (DRAFT 20180718)
Brownfields Property under NCGS § 130A-310.35.
26. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
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

27
16041-12-060/Fleming Lab (DRAFT 20180718)
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
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,

28
16041-12-060/Fleming Lab (DRAFT 20180718)
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be
liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement
or otherwise obtain compliance.
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 F. Minnich (or successor in function)
N.C. Division of Waste Management Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646

29
16041-12-060/Fleming Lab (DRAFT 20180718)

b. for Prospective Developer:

Matthew D. Browder (or successor in function)
Summit Avenue Thrift Road, LLC 1440 South Tryon Street, Suite 104
Charlotte, North Carolina 28203

Notices and submissions sent by prepaid first class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVI. EFFECTIVE DATE
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
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

30
16041-12-060/Fleming Lab (DRAFT 20180718)
written agreement from the other Party to terminate such provision(s).
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
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

31
16041-12-060/Fleming Lab (DRAFT 20180718)
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:
SUMMIT AVENUE THRIFT ROAD, LLC
By: ____________________________________________________________________________
Matthew D. Browder Date
Manager of Browder Group Real Estate, LLC, the manager of Summit Avenue Thrift Road, LLC

TOPOGRAPHIC MAP
Fleming Laboratories
2205, 2209 and 2215 Thrift Road
Charlotte, NC
TOPOGRAPHIC MAP IMAGE COURTESY OF THE U.S. GEOLOGICAL SURVEY QUADRANGLES INCLUDE: MOUNTAIN ISLAND LAKE, NC (1/1/1997), DERITA, NC (1/1/1993), CHARLOTTE WEST, NC (1/1/1993) and CHARLOTTE EAST, NC (1/1/1988).
2701 Westport Rd
Charlotte, NC 28208-3608
71187236
Project Manager:
Drawn by:
Checked by:
Approved by:
AEK
CLC
CLC
1”=2,000’
71187236.1
May 2018
Project No.
Scale:
File Name:
Date: 1
Exhibit SAC
APPROXIMATE
SITE BOUNDARY
1

16041-12-060/Fleming Lab (Draft 20180802)
Exhibit 2

The most recent environmental sampling at the Property reported in the Environmental Reports occurred on September 13, 2016. The following tables set forth, for contaminants present at the Property above unrestricted use standards or screening levels, the maximum 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 maximum 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 Max. Concentration
Sampling
Maximum Concentration
(µg/L)
Date of Recent Sampling
Recent Concentration(s)
above Unrestricted
Use Std. (µg/L)
Unrestricted Use Std.
(µg/L)
Benzene MW-1 11/19/1990 680 7/24/1996 16 1
Carbon Tetrachloride MW-1 10/15/1990 100 10/15/1990 100 0.3
TW-5 7/24/1996 24 7/24/1996 24
MW-1B 3/1/1991 150 7/24/1996 30
TMW-2 4/22/2016 1.1 4/22/2016 1.1
Chloromethane MW-1 10/15/1990 12 10/15/1990 12 3
Dibromochloro-
methane
MW-1 10/15/1990 4 10/15/1990 4 0.4
1,1-Dichloroethane MW-1 7/24/1996 620 7/24/1996 620 6
TMW-2 4/22/2016 7.3 4/22/2016 7.3
1,2-Dichloroethane MW-1 10/15/1990 21 7/24/1996 14 0.4
1,1-Dichloroethylene MW-1 10/15/1990 3,000 11/19/1990 2,000 350
1,2-Dichloropropane MW-1 10/15/1990 50 7/24/1996 17 0.6
TMW-2 4/22/2016 2.5 4/22/2016 2.5
Ethylbenzene MW-1 5/1/1990 7,400 11/19/1990 5,800 600
Methylene Chloride MW-1 5/1/1990 4,400 10/15/1990 38 5
Tetrachloroethylene MW-1 10/15/1990 140 7/24/1996 28 0.7
MW-1B 7/24/1996 24 7/24/1996 24
TMW-1 4/22/2016 6.9 4/22/2016 6.9
TMW-2 4/22/2016 71 4/22/2016 71
1,1,1-Trichloroethane MW-1 10/15/1990 520 11/19/1990 360 200
Trichloroethylene MW-1 10/15/1990 170 7/24/1996 5.8 3
TW-5 7/14/1995 6 7/14/1995 6
MW-1B 7/24/1996 19 7/24/1996 19
TMW-1 4/22/2016 3.9 4/22/2016 3.9
TMW-2 4/22/2016 27 4/22/2016 27
Vinyl Chloride MW-1 7/24/1996 700 7/24/1996 700 0.03
2

16041-12-060/Fleming Lab (Draft 20180802)
Groundwater Contaminant Sample Location
Date of Max. Concentration
Sampling
Maximum Concentration
(µg/L)
Date of Recent Sampling
Recent Concentration(s)
above Unrestricted
Use Std. (µg/L)
Unrestricted Use Std.
(µg/L)
Xylenes MW-1 5/1/1990 32,000 7/20/1994 560 500
IB-1 5/1/1990 2,000 5/1/1990 2,000
Arsenic MW-1 7/14/1995 41 7/14/1995 41 10
Chromium TW-5 7/13/1995 11 7/13/1995 11 10
Nickel MW-1 7/14/1995 137 7/14/1995 137 100

GROUNDWATER VAPOR INTRUSION RISK

Groundwater maximum 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 Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management
February 2018 version):
Groundwater
Contaminant with
Potential for Vapor
Intrusion
Sample
Location
Date of
Sampling
Maximum Concentration Exceeding
Screening
Level (µg/L)
Non-Residential VI Screening
Level1
(µg/L)
Benzene MW-1 11/19/1990 680 69
Carbon Tetrachloride MW-1 10/15/1990 100 18
TW-5 7/24/1996 24
MW-1B 3/1991 150
Chloroform TW-5 7/24/1996 45 36
1,1-Dichloroethane MW-1 7/24/1996 620 330
1,1-Dichloroethylene MW-1 10/15/1990 3,000 160
1,2-Dichloropropane MW-1 10/15/1990 50 30
Ethylbenzene MW-1 5/12/1990 7,400 150
Methylene Chloride MW-1 5/12/1990 4,400 4,000
Tetrachloroethylene MW-1 10/15/1990 140 48
TMW-2 4/22/2016 71
Trichloroethylene

MW-1 10/15/1990 170 4.4
TMW-2 4/22/2016 27
TW-5 7/14/1995 6
MW-1B 7/24/1996 19
TMW-2 4/22/2016 27
Vinyl Chloride MW-1 7/24/1996 700 25
Xylenes MW-1 5/1990 32,000 320
IB-1 5/1990 2,000
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.

3

16041-12-060/Fleming Lab (Draft 20180802)
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 (February 2018 version):
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Maximum
Concentration
Exceeding Screening Level
(mg/kg)
Industrial
Screening Level1 (mg/kg)
Total Arsenic

B-1 4 5/6/2014 35 3
SW-1 2-3 5/6/2014 42
HH-SB-38 0-0.5 3/14/2012 120
HH-SB-44 9.5-10 3/14/2012 25
HH-SB-35 0-0.5 3/13/2012 4.4
HH-SB-36 1.5-2 3/13/2012 8.9
HH-SB-5A 0-0.5 3/14/2012 1,700
HH-SB-24A 0-0.5 3/13/2012 1,900
HH-SB-30 0-0.5 3/13/2012 1,400
HH-SB-7A 0-0.5 3/13/2012 2,300
HH-SB-5 4.5-5 11/16/2011 23
HH-SB-6 0-0.5 11/16/2011 760
HH-SB-14 4.5-5 11/16/2011 13
HH-SB-9 11.5-12 11/15/2011 2,200
HH-SB-9 4.5-5 11/15/2011 3,300
HH-SB-20A 0-0.5 3/14/2012 2,400
FCS-1A-0-6 0-6 8/3/1999 2,700
FCS-1B-6-9 6-9 8/3/1999 79
FCS-2 0-9 8/3/1999 1,800
FCS-3-0-2 0-2 8/3/1999 120
FCS-4-3-8 3-8 8/3/1999 1,000
FSL-01 0-0.25 3/12/1999 4,600
FSL-01-01 1 4/9/1999 4.2
FSL-01-08 8 4/9/1999 4.1
FSL-02 0-0.25 3/12/1999 4,400
FSL-02-01 1 4/9/1999 3,900
FSL-02-03 3 4/9/1999 2,600
FSL-02-08 8 4/9/1999 240
FSL-02-12 12 5/4/1999 28
FSL-03 0-0.25 3/12/1999 9,700
FSL-03-02 2 4/9/1999 15,000
FSL-03-06 6 4/9/1999 3,200
FSL-03-08 8 5/4/1999 4.5
FSL-03-10 10 5/4/1999 4.3
FSL-03-12 12 5/4/1999 8.9
FSL-04 0-0.25 3/12/1999 6,100
4

16041-12-060/Fleming Lab (Draft 20180802)
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Maximum
Concentration
Exceeding Screening Level
(mg/kg)
Industrial
Screening Level1 (mg/kg)
FSL-04-01 1 4/9/1999 3.5
FSL-05 0-0.25 3/12/1999 2,300
FSL-05-01 1 4/9/1999 300
FSL-06 0-0.25 4/9/1999 1,500
FSL-07 0-0.25 4/9/1999 7,900
FSL-07-01 1 4/9/1999 440
FSL-07-05 5 5/4/1999 3.7
FSL-08 0-0.25 4/9/1999 240
FSL-09 0-0.25 4/9/1999 890
FSL-10-01 1 4/9/1999 6,100
FSL-10-03 3 4/9/1999 24
FSL-10-08 8 4/9/1999 71
FSL-10-10 10 5/4/1999 210
FSL-11-01 1 4/9/1999 2,400
FSL-11-05 5 4/9/1999 620
FSL-11-08 8 4/9/1999 6.7
FSL-12-01 1 4/9/1999 3,200
FSL-12-03 3 4/9/1999 48
FSL-12-05 5 4/9/1999 7.8
FSL-12-08 8 4/9/1999 3.7
FSL-13-01 1 4/9/1999 3
FSL-13-08 8 4/9/1999 5.1
FSL-14-01 1 4/9/1999 240
FSL-14-05 5 4/9/1999 50
FSL-14-08 8 4/9/1999 3.1
4’-1 4 8/25/1993 72.5
Re2-A8 3 9/14/1993 10
Benzene 2N 20 4/10/1990 20 5.4
IB-1 14.5 5/1990 88
Ethylbenzene 2S 20 4/10/1990 760 27
3N 10 4/10/1990 4,000
IB-1 14.5 5/1990 460
Xylenes 3N 10 4/10/1990 29,000 530
IB-1 14.5 5/1990 2,200
Aniline 2N 20 4/10/1990 9,200 400
2S 20 4/10/1990 600,000
3N 10 4/10/1990 510,000
3S 10 4/10/1990 1,100,000
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
5

16041-12-060/Fleming Lab (Draft 20180802)

SEDIMENT
Sediment 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 (February 2018 version):

Sediment
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Maximum Concentration Exceeding
Screening Level
(mg/kg)
Industrial Screening
Level1 (mg/kg)
Arsenic FSD-01A 8/3/1999 450 3
FSD-01 3/12/1999 510
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
6

16041-12-060/Fleming Lab (Draft 20180802)
SUB-SLAB VAPOR

Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version):

Soil Gas
Contaminant
Sample Location Date of Sampling
Maximum
Concentration
Exceeding Screening
Level (µg/m3)
Non-Residential
Screening Limit1
(µg/m3)
Chloroform SS-1 7/7/2016 16,000 530
SS-2 7/7/2016 1,300
1,1-Dichloroethane SS-1 7/7/2016 22,000 7,700
1,1-
Dichloroethylene
SS-1 7/7/2016 84,000 18,000
1,2-
Dichloropropane
SS-1 7/7/2016 13,000 350
Tetrachloroethylene SS-1 7/7/2016 1,300,000 3,500
SS-2 7/7/2016 130,000
SS-3 7/7/2016 7,900
Trichloroethylene SS-1 7/7/2016 380,000 180
SS-2 7/7/2016 3,300
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.

7

16041-12-060/Fleming Lab (Draft 20180802)

INDOOR AIR

Indoor air contaminants in micrograms per cubic meter, the screening limits for which are derived from Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version):

Indoor Air Contaminant
Sample Location Date of Sampling Concentration
Exceeding
Screening
Level (µg/m3)1
Non-
Residential
Screening
Level2
(µg/m3)
Chloroform IAS-1 9/13/2016 0.82 0.53
IAS-2 9/13/2016 2.3 0.53
IAS-3 9/13/2016 0.66 0.53
IAS-4 9/13/2016 0.56 0.53
IAS-5 9/13/2016 0.57 0.53
Tetrachloroethylene IAS-1 9/13/2016 100 35
IAS-2 9/13/2016 45 35
IAS-3 9/13/2016 60 35
IAS-4 9/13/2016 46 35
IAS-5 9/13/2016 46 35
Trichloroethylene IAS-1 9/13/2016 13 1.8
IAS-2 9/13/2016 6.7 1.8
IAS-3 9/13/2016 9.2 1.8
IAS-4 9/13/2016 6.8 1.8
IAS-5 9/13/2016 6.8 1.8
1 Between June 29, 2017 and August 17, 2017, a sub-slab depressurization vapor mitigation system was installed in Building A.
2 Screening 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 2205, 2209 &2215 Thrift Road Charlotte, Mecklenburg County, NC

Beginning at a rebar found on the western right of way of Thrift Road being situated in the City of
Charlotte in Mecklenburg County of North Carolina, said point being the northern most corner of the tract
described herein; thence with said right of way an Arc to the Left having a Radius of 1462.69' and a Length of 251.32' and being Chorded by a bearing of S 24°20'35" E and a distance of 251.01' to a point;
thence with an Arc to the Left having a Radius of 1462.69' and a Length of 170.17' and being Chorded by
a bearing of S 32°26'03" E and a distance of 170.07' to a point; thence with the common line of the M&K PROPERTIES OF NC LLC property as recorded in deed book 31290, page 105 a bearing of S 54°32'35"
W and a distance of 207.19' to a point; thence with a bearing of N 33°48'33" W and a distance of 26.00' to a point; thence with a bearing of S 56°11'27" W and a distance of 7.00' to a point; thence with a bearing of N 33°48'33" W and a distance of 43.00' to a point; thence with a bearing of N 56°11'27" E and a
distance of 7.00' to a point; thence with a bearing of N 60°27'27" E and a distance of 6.78' to a point; thence with a bearing of N 31°52'33" W and a distance of 88.45' to a point; thence with an Arc to the
Right having a Radius of 385.65' and a Length of 22.08' and being Chorded by a bearing of N 15°55'32"
W and a distance of 22.08' to a point; thence with an Arc to the Right having a Radius of 382.65' and a Length of 353.01' and being Chorded by a bearing of N 10°02'03" E and a distance of 340.62' to a point;
being the point of beginning and containing 1.557 Acres, more or less.