18064_Swaim Metals_Recorded NBP_20181128

Northwest
Geo5cience
oc
November 28, 2018
NC Department of Environmental Quality
Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646
Attention: Ms. Shirley Liggins
P.O. Box 6416
High Point, NC 27262
336-665-4361
Fax [phone]
DEC 2018
Btowntlelds
Subject: Copies of Recordation of Brownfield Agreement and Plats
Swaim Metals
High Point, NC, Guilford and Randolph Counties
Brownfields Project No. 18o64-076
Dear Ms. Liggins:
Please find enclosed the following documents from the recordation of the Brownfield
Agreement for the Swaim Metals site in High Point:
i. Certified copy of the entire agreement as recorded at the Randolph County
Register of Deeds Office.
2. Certified copy of the plat as recorded at the Randolph County Register of
Deeds Office.
3. Certified copy of the entire agreement as recorded at the Guilford County
Register of Deeds Office.
4. Certified copy of the entire agreement as recorded at the Guilford County
Register of Deeds Office.
The original copy of the agreement and plats have been forwarded to Mr. Jeff Curtis of
Signature Signs. Additionally, certified copies of the agreements and plats as recorded
in both Guilford and Randolph Counties have been forwarded to the following:
Mr. Glenn Swaim of Swaim Metals
Mr. Colin Merit, attorney for Glenn Swaim
Mr. Rick Sawyer, attorney for Signature Signs
A copy has also been placed in the project files at Northwest Geoscience, PC. We
assume that this brings the proceedings to a close. Please advise whether any further
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Book 8107 Page 859
BK: R 8107
HIIII
1111111111
PG: 859-897
REC(>RDED'
2018061759
NO FEE $122.OD
11-28-2018
GUILFORD COUNTY, NC
02:24:19 PM
JEFF L. THIGPEN
BY: JANE SCHULTZ REGISTER OF DEEDS
DEPUTY -HP
Property Owner: Swaim Metals, Inc.
Recorded in Book$t� Page 65q
Associated plat recorded in Plat Book 19t , Page 134
PhS,�t
NOTICE OF BROWNFIELDS PROPERTY
CA Site Name: Swaim Metals
Brownfields Project Number: 18064-14-076
This documentary component of a Notice of Brownfields Property ("Notice"), as well as the plat
component, have been riled this *W day of N046� 9-- 201 LA by 414 Berkley LLC
("Prospective Developer").
This Notice concerns contaminated property.
A copy of this Notice certified .by the North Carolina Department of Environmental Quality
("DEQ11) is required to be filed in the Register of Deeds' Office in the county or counties in which the land
is located, pursuant to North Carolina General Statutes ("NCGS"), § 130A-310.35(b).
This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to
public health or the environment posed by environmental contamination at a property ("Brownfields
Property") being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9,
Part 5 ("Act").
Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this
Notice within 15 days of Prospective Developer's receipt of DEQ's approval of the Notice or Prospective
Developer's entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the
Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land
and, if Prospective Developer Is not the owner, also under the Prospective Developer's name.
The Brownfields Property is located at 414 Berkeley Street, High Point, NC (Guilford County parcel ID
6799119319 and Randolph County parcel ID 6799117219). The Brownfields Property comprises two parcels
totaling 4.8 acres. The Brownfields Property is the former site of Swaim Metals, Inc., a metal furniture fabricator
and metal plating facility. The Prospective Developer has committed itself to no uses other than industrial, office,
associated parking, retail, and subject to DEQ's prior written approval, other commercial uses.
18064-14-076/Swaim Metals (20180926)

Book 8107 Page 860
The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit
A. It sets forth the use that may be made of the Brownfields Property and the measures to be taken to
protect public health and the environment, and is required by NCGS § 130A-310.32. The Brownfields
Agreement's Exhibit 2 consists of one or more data tables reflecting the concentrations of and other
information regarding the Property's regulated substances and contaminants.
Attached as Exhibit B to this Notice is a reduction, to 8 1/2" x 11 ", of the survey plat component
of this Notice. This plat shows areas designated by DEQ, has been prepared and certified by a professional
land surveyor, meets the requirements of NCGS § 47-30, and complies with NCGS § 130A-310.35(a)'s
requirement that the Notice identify:
(1) The location and dimensions of the areas of potential environmental concern with respect to
permanently surveyed benchmarks.
(2) The type, location and quantity of regulated substances and contaminants known to exist on the
Brownfields Property.
Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient
as a description of the property in an instrument of conveyance.
LAND USE RESTRICTIONS
NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future
use of the Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the
designated current or future use of the Brownfields Property and that are designated in the Brownfields
Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ
(or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to
NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function.
The restrictions are hereby imposed on the Brownfields Property, and are as follows:
1. No use may be made of the Brownfields Property other than for industrial, office, retail,
associated parking, and subject to DEQ's prior written approval, other commercial uses. For purposes
of this restriction, the following definitions apply:
a. "Industrial" is defined as the assembly, fabrication, processing, warehousing or
distribution of goods or materials;
b. "Office" is defined as the provision of business or professional services;
c. "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;
d. "Parking" is defined as the temporary accommodation of motor vehicles in an area
designed for same; and
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Book 8107 Page 861
e. "Commercial" is defined as an enterprise carried on for profit or nonprofit by the
owner, lessee or licensee.
2. The Brownfields Property may not be used for child care, adult care centers or schools without
the prior written approval of DEQ.
3. Groundwater at the Brownfields Property may not be used for any purpose 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 inches;
b. mowing and pruning of above -ground vegetation;
c. for repair of underground infrastructure, provided that DEQ shall be given written
notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in
emergency circumstances no later than the next business day, and that any related assessment and
remedial measures required by DEQ shall be taken; and
d. 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. PrIor to occupation of the building, the residual dust, identified In subparagraph 7.d. of the
attached Exhibit A shall be removed and addressed to the written satisfaction of DEQ.
7. Physical redevelopment of the Brownfields Property may not occur other than in accord, as
determined by DEQ, with an Environmental Management Plan ("EMP") approved in writing by DEQ in
advance (and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase) that is
consistent with all the other land use restrictions and describes redevelopment activities at the
Brownfields Property, the timing of redevelopment phases, and addresses health, safety and
environmental issues that may arise from use of the Brownfields Property during construction or
redevelopment in any other form, including without limitation:
a. soil and water management issues, including without limitation those resulting from
contamination identified in the Environmental Reports;
b. issues related to potential sources of contamination referenced in Exhibit 2 of the
18064-14-076/Swaim Metals (20180926)

Book 8107 Page 862
attached 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. Within 90 days after each one-year anniversary of the effective date of the attached Exhibit A
for as long as physical redevelopment of the Brownfields Property continues (except that the final
deadline shall fall 90 days after the conclusion of physical redevelopment), the then -owner of the
Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment -
related activities since the last report, with a summary and drawings, that describes:
a. actions taken on the Brownfields Property in accordance with Section V: Work to be
Performed of the attached 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 Guilford County land records, Bookl 104 , Page 659 and
in the Randolph County land records, Book 2(o2-1 ,Page 824 ." A copy of any such instrument shall be
sent to the persons listed in Section XV (Notices and Submissions) of the attached Exhibit A, though
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 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
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Book 8107 Page 863
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 (Notice and Submissions)
of the attached 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 the attached 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 the attached 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 in
de minimis quantities for cleaning and other routine housekeeping and maintenance activities.
12. Within 60 days after the effective date of the attached Exhibit A or prior to land disturbance
activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery wells,
piezometers and other man-made points of groundwater access at the Brownfields Property in
accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an
alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall
provide DEQ a report, setting forth the procedures and results.
13. 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.
14. During January of each year after the year in which this 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
Randolph and Guilford Counties, certifying that, as of said January 1st, the Notice of Brownfields
Property containing these land use restrictions remains recorded at the Randolph and Guilford Counties
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 submitting the LURU if said owner acquired any part of the Brownfields Property
during the previous calendar year;
b. the transferee's name, mailing address, telephone and facsimile numbers, and contact
person's e-mail address, if said owner transferred any part of the Brownfields Property during the
previous calendar year;
c. LURU's submitted for any portion of the Brownfields Property that contains rental
units shall include a list of tenants and their addresses; and
d. A LURU submitted for rental units shall include the rent roll and enough of each lease
entered into during the previous calendar year to demonstrate compliance with lessee notification
requirements in Land Use Restriction No.10 and paragraph 22 of the attached Exhibit A provided that if
standard form leases are used in every instance, a copy of such standard form lease may be sent in lieu of
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Book 8107 Page 864
copies of actual leases.
For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official
referenced in paragraph 35.a. of Exhibit A hereto, at the address stated therein.
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.
18064-14-076/Swaim Metals (20180926)

Book 8107 Page 865
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
'ZZ day of 201 b.
Un
414
Nagle red
df printed: Jeff Curtis
Title taped or printed: President
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: ✓�G1c9� tv1 IV. Zi,e. j
Date: d" _ 5"r K Cl�rrr iv~�'�
Official Signature of Notary
c �/ASLG-N � �S OYi
Notary's printed or typed name, Notary Public
My commission expires: // •o2.5-d0/�
COMMISSION EXPIRES
1112612019
1G� pUBUG .?
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Book 8107 Page 866
ACKNOWLEDGMENT OF PROPERTY OWNER
As the current owner, or representative of said owner, of at least part of the Brownfields Property, I
hereby acknowledge recordation of this Notice of Brownfields Property and the Land Use Restrictions
contained herein.
Swaim Metals, Inc.
By: `
Name typed or printed: t //��leA.1n, F Switirn Tr Date
NORTH CAROLINA
COUNTY
I certify that the following person(s) personally appeared before me this day, each acknowledging to me
that he or she qvoluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated: 141,1 -14 V. —ln.
Date: A0 - I' z czyyi
Official Signature of Notary
MY
COMMISSION EXPIRES
IlrA 19
le-� PUBLIC
18064-14-076/Swaim Metals (20180926)
S.�sah // 44-SOn
Notary's printed or typed name, Notary Public
My commission expires: //•.7S->O�9

Book 8107 Page 867
The foregoing Notice of Brownfields Property is hereby approved and certified.
North Carolina Department of Environmental Quality
By: ;c' U F
Michael . Scott
Director, Division of Waste Management
18064-14-076/Swaim Metals (20180926)
a7
Date

Book 8107 Page 868
EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF: 414 Berkley, LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Swaim Metals
OF 1997, NCGS § 130A-310.30, et seq. ) 414 Berkley Street
Brownfields Project # 18064-14-076 ) High Point, Guilford and Randolph
Counties
I. INTRODUCTION
This Brownfields Agreement ("Agreement") is entered into by the North Carolina
Department of Environmental Quality ("DEQ") and 414 Berkley, 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 414 Berkley Street in High Point, North Carolina
27260 (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.
The Prospective Developer is 414 Berkley, LLC, a registered North Carolina corporation,
of which the members are Mr. Jeffrey Curtis and Ms. Julie Curtis. The principal office is located
at 911 Whitney Court in High Point, NC 27265. The Prospective Developer plans to redevelop
the Brownfields Property as industrial, office, retail, associated parking, and subject to DEQ's
prior written approval, other commercial uses.
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
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Book 8107 Page 869
potential liability of 414 Berkley, LLC for contaminants at the Brownfields Property.
The Parties agree that 414 Berkley, LLC's entry into this Agreement, and the actions
undertaken by 414 Berkley, LLC in accordance with the Agreement, do not constitute an
admission of any liability by 414 Berkley, LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit 414 Berkley, LLC shall
provide to DEQ, is in the public interest.
11.
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. "Brownfields Property" shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective. Developer" shall mean 414 Berkley, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises two parcels totaling 4.8 acres, and is partially
located in both Guilford County (tax ID 6799119319) and Randolph County (tax ID
6799117219). Prospective Developer has committed itself to redevelopment for no uses other
than industrial, office, associated parking, retail, and subject to DEQ's prior written approval,
other commercial uses. The Brownfields Property is currently developed with an approximately
39,680-square foot building with a slab -on -grade foundation and paved parking areas to the
north; the building includes office and warehousing areas.
4. The Brownfields Property is bordered to the north by Pasha home, LLC, a furniture
2
Swaim Melals/18064.14-076 (20180926)

Book 8107 Page 870
manufacturer; to the east by Pilot View Wood Works, a furniture manufacturer, and two
residences; to the south by undeveloped land with residences beyond; and to the west by a
railway with undeveloped land and Thayer Coggin, Inc, a furniture wholesaler, beyond.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the `Environmental Reports," regarding the Brownfields Property:
Title
Prepared by
Date ofReport
Hazardous Waste Compliance
DENR Hazardous Waste
February 3, 2004
Data En Form
Section
RCRA Compliance Evaluation
DENR Hazardous Waste
March 1, 2004
Inspection
Section
RCRA Subtitle C Identification
Mark Swaim
March 18, 2004
Form
Industrial Pretreatments
Significant Industrial User .
City of High Point
January 2, 2011
Inspection Form
Information Request Letter
City of High Point — Public
November 19, 2013
Services
Phase I Environmental Site
Northwest Geoscience, PC
December 31, 2013
Assessment
Phase 11 Environmental Site
Northwest Geoscience, PC
December 2014
Assessment
Swaim Metals Brownfields
Northwest Geoscience, PC
August 15, 2017
Assessment
Waste Disposal Manifests
Northwest Geoscience PC
December 8 2017
6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer and information available in N.C. Division of Waste Management files as
to the use and ownership of the Brownfields Property:
a. Prior to 1974, the Brownfields Property was undeveloped, wooded land.
b. The Brownfields Property has been owned by either members of the Swaim
family or their businesses since 1970. From 1977 to 1982, the Brownfields Property was owned
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Book B107 Page 871
and operated by Swaim, Inc. and from 1982 to present, the Brownfields Property has been owned
by Swaim Metals, Inc.
c. In 1974, the then -owner, Phillip Swaim, constructed a 25,680-square foot slab -
on -grade, metal, prefabricated commercial building. Subsequent building additions in 1968 and
1984 added an additional 14,000 square feet for a total area of 39,680 square feet. In March
1988, a wastewater pretreatment system was installed at the Brownfields Property.
d. Swaim Inc. and Swaim Metals, Inc. conducted metal furniture fabrication and
plating (nickel, chromium, and brass) operations on the Brownfields Property. These operations
included the following uses in the building: offices in the northeast corner, drilling and
sandblasting in the east portion, cutting, sanding, assembly, and welding in the central portion,
buffing in the southwest comer, plating north of the buffing area, assembly and shipping in the
northwest comer, and a baghouse in the southwest corner outside the buffing area..A boiler room
is located in the western portion of the building. The finishing operations included the use of
various tanks used during different stages: degreasing, nickel, chromium, and brass solutions,
several rinse tanks, acid baths, tamish control, and rust inhibitors.
e. Swaim Metals' plating operations ceased in 2011 and the Brownfields Property
has remained vacant since that time.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. A National Pollution Discharge Elimination System (NPDES) Permit (number
NC0024228) was issued in 1994 for the wastewater pretreatment system installed in 1988. No
wastewater discharge was reported between 2008-2011. According to the Prospective
4
Swaim McWst] 8064-14076 (20180926)

Book 8107 Page 872
Developer, an industrial wastewater discharge stream is not anticipated as a part of the proposed
redevelopment at the Brownfields Property.
b. Swaim Metals, Inc. was a Resource Conservation and Recovery Act (RCRA)
small quantity generator (SQG), identification number NCD000640375, that operated as a
conditionally exempt small quantity generator (CESQG), producing less than 100 kilograms (kg)
of waste per month. According to a 2004 RCRA compliance inspection report, Swaim Metals
generated chromium sludge and nickel sulfate waste in a pressed and dried cake form from the
filter press operations in the wastewater pretreatment process at a rate of about 65 kg per month;
this waste was classified as F006 waste. The metal plating operations also produced about five
gallons per month of a solvent/lacquer waste from the electrostatic paint booth, which was
classified as D001 waste.
c. In December 2017, Evo Corp. removed a combined total of 270 gallons of
sludge from the wastewater treatment flume and plating line sump via vacuum truck. Also
removed were three 55-gallon drums of buffing oil, a five -gallon bucket of lubricant oil,
numerous five -gallon buckets, and other small containers of miscellaneous oils.
d. Residual dust present on the exhaust fans at the southwest comer of the
building was found to contain elevated concentrations of certain metals (chromium and
cadmium). A thin layer (<1 inch) of this residual dust is also present immediately outside the
building atop native soils in an area of about 100 square feet. Speciated analysis for trivalent
chromium (Cr III) and hexavalent chromium (Cr IV) was completed on a dust sample, and no Cr
IV was detected.
8. The most recent environmental sampling at the Brownfields Property reported in the
Swaim WOO 8064-14-076 (20180926)

Book 8107 Page 873
Environmental Reports occurred on January 18, 2017. The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled.
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, contracting to purchase
the Brownfields Property on October 28, 2013, and preparing and submitting to DEQ a
Brownfields Property Application (BPA) dated December 5, 2014.
10. Prospective Developer has provided DEQ with information, or sworn certifications
regarding that information on which DEQ relies for purposes of this Agreement, sufficient to
demonstrate that:
a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial and
Swaim Memisl18064-14-076 (20180926)

Book 8107 Page 874
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1), and shall make a payment to DEQ of $6,000
at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.
The Parties agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities
related to this Agreement, unless a change is sought to a Brownfields document after it is in
effect, in which case there shall be an additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. a return to productive use of the Brownfields Property and elimination of the
drawbacks of unoccupied property;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. the creation of approximately 12 new jobs in office and manufacturing;
d. an increase in tax revenue for affected jurisdictions; and
Swaim Metals/] 8064-14-076 (20180926)

Book 8107 Page 875
e. "smart growth" through use of land in an already developed area, which avoids
development of land beyond the urban fringe ("greenfrelds").
V. WORK TO BE PERFORMED
13. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14, Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ's Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(EMP).
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 industrial,
office, retail, associated parking, and subject to DEQ's prior written approval, other commercial
Swaim Metats/18064-14-076 (20180926)

Book 8107 Page 876
uses. For purposes of this restriction, the following definitions apply:
i. "Industrial" is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials;
ii. "Office" is defined as the provision of business or professional services;
iii. "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;
iv. "Parking" is defined as the temporary accommodation of motor
vehicles in an area designed for same; and
v. "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 or
schools without the prior written approval of DEQ.
c. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ.
d. 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 subparagraph 15.a. above while fully protecting public
health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24 inches;
ii. mowing and pruning of above -ground vegetation;
Swaim Metals/18064-14-076 (20180926)

Book 8107 Page 877
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. Prior to occupation of the building, the residual dust, identified above in
subparagraph 7.d. shall be removed and addressed to the written satisfaction of DEQ.'
g. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan ("EMP") approved
in writing by DEQ in advance (and revised to DEQ's written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
10
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Book 8107 Page 878
Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newlydiscovered 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. Within 90 days after each one-year anniversary of the effective date of this
Agreement for as long as physical redevelopment of the Brownfields Property continues (except
that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the
then -owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment -related activities since the last report, with a summary and drawings,
that describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
I soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
11
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Book 8107 Page 879
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 Guilford County
land records, Book'8t� PageP� and in the Randolph County land records, Book -W24
Page 624 ." 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 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 (Notice and Submissions); or (ii) The
owner conveying an interest may provide abstracts of leases, rather than full copies of said
leases, to the persons listed in Section XV.
k. None of the contaminants known to be present in the environmental media at
12
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Book 8107 Page 880
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 in de minimis quantities for cleaning and other routine
housekeeping and maintenance activities.
1. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells,
recovery wells, piezometers and other man-made points of groundwater access at the
Brownfields Property in accordance with Subchapter 2C of Title 15A of the North Carolina
Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after
doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and
results.
m. 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.
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 1 st of that year shall submit a notarized Land Use Restrictions Update ("LURU") to
DEQ, and to the chief public health and environmental officials of Randolph and Guilford
Counties, certifying that, as of said January 1 st, the Notice of Brownfields Property containing
13
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Book 8107 Page 881
these land use restrictions remains recorded at the Randolph and Guilford Counties 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 submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii. the transferee's name, mailing address, telephone and facsimile
numbers, and contact person's e-mail address, if said owner transferred any part of the
Brownfields Property during the previous calendar year;
iii. LURU's submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses; and
iv. A LURU submitted for rental units shall include the rent roll and
enough of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in subparagraph 15 J. and paragraph 22 of this agreement
provided that if standard form leases are used in every instance, a copy of such standard form
lease may be sent in lieu of copies of actual leases.
16. The desired result of the above -referenced remediation and 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
14
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Book 8107 Page 882
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
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
151 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
15
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Book B107 Page 883
Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the Guilford
and Randolph Counties, 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 Guilford land records, Booksl0 � Page 051 , and in the Randolph County land
records, Book AfZA, Page SZ ." 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
IR
Swaim Metalel18064.14-076 (20180926)

Book 8107 Page 884
copies of said leases, to the persons listed in Section XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
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 remediatlon. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such
release or threat of release, shall comply with any applicable notification requirements under
NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any
other law, and shall immediately notify the DEQ Official referenced in subparagraph 35.a. below
of any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated December 14, 2014 by which it applied for this
Agreement. That use is industrial, office, retail, associated parking, and subject to DEQ's prior
17
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Book 8107 Page 885
written approval, other commercial uses. Prospective Developer also certifies that to the best of
its knowledge and belief it has fully and accurately disclosed to DEQ all information known to
Prospective Developer and all information in the possession or control of its officers, directors,
employees, contractors and agents which relates in any way to any past use of regulated
substances or known contaminants at the Brownfields Property and to its qualification for this
Agreement, including the requirement that it not have caused or contributed to the contamination
at the Brownfields Property.
IX. DEO'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
liu
Swaim Metalsl18064-14-076 (20180926)

Book 8107 Page 886
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
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,$rownfields 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.
19
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Book 8107 Page 887
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
26. Except as maybe 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 seg.
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.
Xl. 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
20
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Book 8107 Page 888
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer's duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37,
32. Except for the land use restrictions set forth in paragraph 15 above and NCGS §
130A-310.33(a)(l)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XIII. DOCUMENT RETENTION
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
21
Swaim McmW 18064-14-076 (20190926)

Book 8107 Page 889
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be
liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement
or otherwise obtain compliance.
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:
Hayley M. Irick (or successor in function)
N.C. Division of Waste Management
Brownfields Program
22
Swaim Metalsl18064-14-076 (20180926)

Book 8107 Page 890
Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:
Jeffrey Curtis, President (or successor in function)
414 Berkley, LLC
911 Whitney Court
High Point, NC 27265
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
M
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)
23
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Book 8107 Page 891
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
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
24
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Book 8107 Page 892
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.
IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
Michael E.tScott
Director, Division of Waste Management
IT IS SO AGREED:
414 BERKLEYA. LL
President
25
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'/6

Book

Book 8107 Page 894
Exhibit 2
The most recent environmental sampling at the Property reported in the Environmental
Reports occurred in January 2017. The following tables set forth, for contaminants present at the
Property above unrestricted use standards or screening levels, the concentration found at each
sample location, and the applicable standard or screening level. Screening levels and
groundwater standards are shown for reference only and are not set forth as cleanup levels for
purposes of this Agreement.
GROUNDWATER
Groundwater contaminants in micrograms per liter (the equivalent of parts per billion),
the standards for which are contained in Title 15A of the North Carolina Administrative Code,
Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):
Groundwater
Contaminant
Sample
Location
Date of
Sampling
Concentration
Exceeding
Standard L
Standard
(119/L)
Chromium
MW-1
12/14/2016
15
10
MW-2
12114/20I6
44.8
MW-3
12/14/2016
202
Nickel
MW-3
112/14/2016
125
100
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):
Concentration
Soil
Sample
Date of
Exceeding
Industrial
Contaminant
Location
Depth (ft)
Sampling
Screening
Level
' (Wing
Level'
m
Cadmium
Ex Fan* Soil
Surficial
3/21/2014
2 680
200
Nickel
Ex Fan*
Surficial
1 3/21/2014
6 470
4,700
' Soil contaminants represented are residual dust present at the property.
2 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.
*Exhaust Fans located in the former baghouse at the southwest comer of the currently developed
building.
18064-14-076/Swaim Metals (20180926)

Book 8107 Page 895
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Book 8107 Page 897
Beginning at an existing concrete monument, the NW corner of (now or formerly)
Mohammed Sabir (Guilford County DB 7055 PG 1176), running thence with the
western lines of Sabir (also Randolph County DB 2145 PG 1537) and (now or
formerly) Nolan Garner (Randolph County DB 445 PG 397) S 16 deg 41 min 49 sec
W 496.01' to an existing concrete monument in the northern line of (now or
formerly) Hoyle Group, LLC (Randolph County DB 1702 PG 1935), running thence
with the northern line of Hoyle Group N 76 deg 14 min 38 sec W 461.29' to a new
iron pipe in the eastern R/W of the NC Railroad (location provided by NC Railroad),
running thence with their eastern R/W N 32 deg 53 min 14 sec E 527.66' to a new
iron pipe set in the southern line of (now or formerly) Pasha Home, LLC (Guilford
County DB 7300 PG 1110, Plat Book 122 Page 25), running thence with their
southern line S 75 deg 39 min 59 sec E 313.18' to the point and place of beginning,
containing 4.425 acres, more or less.

s
g THIGPEN Register
Guilford Counter of Deeds Y �
Register of Deeds „n
POST OFFICE BOX 1467 • HIGH POINT, NORTH CAROLINA 27261
Telephone [phone] • Fax [phone]
State of North Carolina, County of Guilford
I certify that this is a true and accurate copy which appears on record in the office
of the Register of Deeds of Guilford County, North Carolina in
Book 8107 Page 859-897.
Witness my hand and seal this 28th day of NOVEMBER 2018.
JEFF L. THIGPEN, REGISTER OF DEEDS
JANE S�tHULTZ,
OF DEEDS
THIS CERTIFICATION SHEET IS A PART OF THE DOCUMENT.

Northwest
Geoscience
vt
November 28, 2018
NC Department of Environmental Quality
Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646
Attention: Ms. Shirley Liggins
P.O. Box 6410
High Point, NC 27262
336-665-43,51
Fax [phone]
DEC 2018
13TOVIntields
Subject: Copies of Recordation of Brownfield Agreement and Plats
Swaim Metals
High Point, NC, Guilford and Randolph Counties
Brownfields Project No. 18o64-0776
Dear Ms. Liggins:
Please find enclosed the following documents from the recordation of the Brownfield
Agreement for the Swaim Metals site in High Point:
1. Certified copy of the entire agreement as recorded at the Randolph County
Register of Deeds Office.
2. Certified copy of the plat as recorded at the Randolph County Register of
Deeds Office.
3. Certified copy of the entire agreement as recorded at the Guilford County
Register of Deeds Office.
4. Certified copy of the entire agreement as recorded at the Guilford County
Register of Deeds Office.
The original copy of the agreement and plats have been forwarded to Mr. Jeff Curtis of
Signature Signs. Additionally, certified copies of the agreements and plats as recorded
in both Guilford and Randolph Counties have been forwarded to the following:
Mr. Glenn Swaim of Swaim Metals
Mr. Colin Merit, attorney for Glenn Swaim
Mr. Rick Sawyer, attorney for Signature Signs
A copy has also been placed in the project files at Northwest Geoscience, PC. We
assume that this brings the proceedings to a close. Please advise whether any further
north westgeoscien ce. co m

F}. �wrY tJ� son LC�
PD �-yolC L`kI�
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Property Owner: Swaim Metals, Inc.
Recorded In BookI�A Page `bZLk
Associated plat recorded in Plat Bookl1 Page
5K 2624 PG 824(39)
This document presented and filed:
11/20/2018 03:42:04 PM
NOTICE
Fee
00
VIIIVIdIAI 07WT6 Ip
Randolph County North Carolina
Krista M. Lowe, Register of Deeds
NOTICE OF BROWNFIELDS PROPERTY
Site Name: Swaim Metals
Brownfields Project Number: 18064-14-076
This documentary component of a Notice of Brownfields Property ("Notice"), as well as the plat
component, have been filed this 2olll day of t4wP.K% p ey— 2015 by 414 Berkley LLC
("Prospective Developer"),
This Notice concerns contaminated property.
A copy of this Notice certified by the North Carolina Department of Environmental Quality
("DEQ") is required to be filed in the Register of Deeds' Office in the county or counties in which the land
is located, pursuant to North Carolina General Statutes ("NCGS"), § 130A-310.35(b).
This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to
public health or the environment posed by environmental contamination at a property ("Brownfields
Property") being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9,
Part 5 ("Act").
Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this
Notice within 15 days of Prospective Developer's receipt of DEQ's approval of the Notice or Prospective
Developer's entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the
Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land
and, if Prospective Developer is not the owner, also under the Prospective Developer's name.
The Brownfields Property is located at 414 Berkeley Street, High Point, NC (Guilford County parcel ID
6799119319 and Randolph County parcel ID 6799117219). The Brownfields Property comprises two parcels
totaling 4.8 acres. The Brownfields Property is the former site of Swaim Metals, Inc., a metal furniture fabricator
and metal plating facility. The Prospective Developer has committed itself to no uses other than industrial, office,
associated parking, retail, and subject to DEQ's prior written approval, other commercial uses.
18064-14-076/Swaim Metals (20180926)
I hereby certify that this is a true and accurate copy wh' apts 7 f 7
on record in the office of the Register of Deeds of RanBoiph�
County, N.C.
Witness my hand and seal on this 2L day of 146 O
KRISTA M. WE, REGISTER O,i2 �• '
DcD ' 1
BY.-t

BK 2624 PG 825 DOC#20070076
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(c). AB references to DEQ shall be understood to include any successor in function.
The restrictions are hereby imposed on the Brownflelds Property, and are as follows:
1. No use may be made of the Brownfields Property other than for industrial, office, retail,
associated parking, and subject to DEQ's prior written approval, other commercial uses. For purposes
of this restriction, the following definitions apply:
a. "Industrial" is defined as the assembly, fabrication, processing, warehousing or
distribution of goods or materials;
b. "Office" is defined as the provision of business or professional services;
c. "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;
d. "Parking" is defined as the temporary accommodation of motor vehicles in an area
designed for some; and
18064-14-076i5waim Mewls (20180926)

BK 2624 PG 826 DOC#20070076
e. "Commercial" is defined as an enterprise carried on for profit or nonprofit by the
owner, lessee or licensee.
2. The Brownfields Property may not be used for child care, adult care centers or schools without
the prior written approval of DEQ.
3. Groundwater at the Brownfields Property may not be used for any purpose 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 inches;
b. mowing and pruning of above -ground vegetation;
c. for repair of underground infrastructure, provided that DEQ shall be given written
notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in
emergency circumstances no later than the next business day, and that any related assessment and
remedial measures required by DEQ shall be taken; and
it. in connection to work conducted to 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. Prior to occupation of the building, the residual dust, identified in subparagraph 7.d. of the
attached Exhibit A shall be removed and addressed to the written satisfaction of DEQ.
7. Physical redevelopment of the Brownfields Property may not occur other than in accord, as
determined by DEQ, with an Environmental Management Plan ("EMP") approved in writing by DEQ in
advance (and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase) that is
consistent with all the other land use restrictions and describes redevelopment activities at the
Brownfields Property, the timing of redevelopment phases, and addresses health, safety and
environmental issues that may arise from use of the Brownfields Property during construction or
redevelopment In any other form, including without limitation:
a. soil and water management issues, including without limitation those resulting from
contamination identified in the Environmental Reports;
b. issues related to potential sources of contamination referenced in Exhibit 2 of the
18064-14-076/Swaim Metals (20180926)
. ��.• �,ISTf�� (�
a C.
. 4.

BK 2624 PG 827 DOC#20070076
attached 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. Within 90 days after each one-year anniversary of the effective date of the attached Exhibit A
for as long as physical redevelopment of the Brownfields Property continues (except that the final
deadline shall fall90 days after the conclusion of physical redevelopment), the then -owner of the
Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment -
related activities since the last report, with a summary and drawings, that describes:
a. actions taken on the Brownfields Property in accordance with Section V: Work to be
Performed of the attached 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, wntainerizing, 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 Properly-
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 Guilford County land records, Book Page _ and
in the Randolph County land records, BookZU21-, Page A copy of any such instrument shall be
sent to the persons listed In Section XV (Notices and Submissions) of the attached Exhibit A, though
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 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
18064-14-076/Swaim Metals (20180926)

BK 2624 PG 828 DOC#20070076
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 (Notice and Submissions)
of the attached Exhibit A; or (if) 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 the attached 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 the attached 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 in
de minimis quantities for cleaning and other routine housekeeping and maintenance activities.
12. Within 60 days after the effective date of the attached Exhibit A or prior to land disturbance
activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery wells,
piezometers and other man-made points of groundwater access at the Brownfields Property in
accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an
alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall
provide DEQ a report, setting forth the procedures and results.
13. 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.
14. During January of each year after the year in which this 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
Randolph and Guilford Counties, certifying that, as of said January 1st, the Notice of Brownfields
Property containing these land use restrictions remains recorded at the Randolph and Guilford Counties
Register of Deeds office and that the land use restrictions are being compiled with. The submitted LURU
shall state the following:
a. the name, mailing address, telephone and facsimile numbers, and contact person's e-mail
address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property
during the previous calendar year;
b. the transferee's name, mailing address, telephone and facsimile numbers, and contact
person's e-mail address, if said owner transferred any part of the Brownfields Property during the
previous calendar year;
c. LURU's submitted for any portion of the Brownfields Property that contains rental
units shall include a list of tenants and their addresses; and
d. A LURU submitted for rental units shall include the rent roll and enough of each lease
entered into during the previous calendar year to demonstrate compliance with lessee notification
requirements in Land Use Restriction No. 10 and paragraph 22 of the attached Exhibit A provided that if
standard form leases are used in every instance, a copy of such standard form lease may be sent in lieu of
18064-14-076/Swaim Metals (20180926)

BK 2624 PG 829 DOC#20070076
copies of actual leases.
For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official
referenced In paragraph 35.a. of Exhibit A hereto, at the address stated therein.
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.
18064-14-076/Swaim Metals (20180926)

BK 2624 PG 830 DOC#20070076
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.
M WICNE S WHEREOF, Prospective Developer has caused this instrument to be duly executed this
2-7-day of O go,_
201 b.
414 Ber I LL , -
By:
Na a fted printed: Jeff Curtis
Title t ed or printed: President
NO#tMA
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: n/GY- 6e,SCi. /Zi V t
Date: //-11.1y/d`
CDAMlSIl EMAM
1112=10
L aueor, .?
18064-14-076/Swaim Metals (20180926)
s-K n�r�rlr�
Official Signature of Notary
Sots<cn �.�zw-to+7
Notary's printed or typed name, Notary Public
My commission expires: /i .t5--w1 f

BK 2624 PG 831 DOC#20070076
fkkk#####Rftf RitYRYRikkYttf#4R4#tt Yf
ACKNOWLEDGMENT OF PROPERTY OWNER
As the current owner, or representative of said owner, of at least part of the Brownfields Property, I
hereby acknowledge recordation of this Notice of Brownfields Property and the Land Use Restrictions
contained herein.
,� '- / Swaim Metals, Inc.
By:
Name typed or printed: G%Niy F Swsli m Tr- Date
NORTH CAROLINA
COUNTY
I certify that the following person(s) personally appeared before me this day, each acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated:/,.�t,pl �.a,._.
Date: /0 -/7-/,P ih ,� azr'rr
Official Signature of Notary
65 µK — q� )e )A-, .Je^
@ Notary's printed or typed name, Notary Public
3 TS�d$ Qy My commission expires: // .2S-1D/ 9
n E 7
LeMM15510N EaP1rISS
nR`id11p €
PUBLIC ry /
18064-14-076/Swaim Metals (20180926)
8

BK 2624 PG 832 DOC#20070076
##RkWkikiWi##ff#ff#{{#RR{RRRWRkiii Rk
APPROVAL AND CERTIFICATION OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
The foregoing Notice of Brownfields Property is hereby approved and certified.
North Carolina
Department oofCEnvironmental Quality
Michael T. Scott
Director, Division of Waste Management
18064-14-076/Swaim Metals (20180926)
a-7
Date

BK 2624 PG 833 DOC#20070076
EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF: 414 Berkley, LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Swaim Metals
OF 1997, NCGS § 130A-310.30, et M. ) 414 Berkley Street
Brownfields Project 11 18064-14-076 ) High Point, Guilford and Randolph
Counties
1.
This Brownfields Agreement ("Agreement") is entered into by the North Carolina
Department of Environmental Quality ("DEQ") and 414 Berkley, 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 414 Berkley Street in High Point, North Carolina
27260 (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.
The Prospective Developer is 414 Berkley, LLC, a registered North Carolina corporation,
of which the members are Mr. Jeffrey Curtis and Ms. Julie Curtis. The principal office is located
at 911 Whitney Court in High Point, NC 27265. The Prospective Developer plans to redevelop
the Brownfields Property as industrial, office, retail, associated parking, and subject to DEQ's
prior written approval, other commercial uses.
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
Swaim MdMIVIROM- W076 (20180926)

BK 2624 PG 834 DOC#20070076
potential liability of 414 Berkley, LLC for contaminants at the Brownfields Property.
The Parties agree that 414 Berkley, LLC's entry into this Agreement, and the actions
undertaken by 414 Berkley, LLC in accordance with the Agreement, do not constitute an
admission of any liability by 414 Berkley, LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit 414 Berkley, LLC shall
provide to DEQ, is in the public interest.
11. DEFINITIONS
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. `Brownfields Property" shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean 414 Berkley, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises two parcels totaling 4.8 acres, and is partially
located in both Guilford County (tax ID 6799119319) and Randolph County (tax ID
6799117219). Prospective Developer has committed itself to redevelopment for no uses other
than industrial, office, associated parking, retail, and subject to DEQ's prior written approval,
other commercial uses. The Brownfields Property is currently developed with an approximately
39,680-square foot building with a slab -on -grade foundation and paved parking areas to the
north; the building includes office and warehousing areas.
4. The Brownfields Property is bordered to the north by Pasha Home, LLC, a furniture
Swaim MnaM8064.14-076 (201 W926)
O F'
0� f CO
�

BK 2624 PG 835 DOC#20070076
manufacturer; to the east by Pilot View Wood Works, a furniture manufacturer, and two
residences; to the south by undeveloped land with residences beyond; and to the west by a
railway with undeveloped land and Thayer Coggin, Inc, a furniture wholesaler, beyond.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the "Environmental Reports," regarding the Brownfields Property:
Title
Prepared by
Date ojReport
Hazardous Waste Compliance
DENR Hazardous Waste
Data Entry Form
Section
February 3, 2004
RCRA Compliance Evaluation
DENR Hazardous Waste
March I, 2004
Inspection
Section
RCRA Subtitle C Identification
Mark Swaim
March I8, 2004
Form
Industrial Pretreatmcnts
Significant Industrial User
City of High Point
January 2, 2011
Inspection Form
Information Request Letter
City of High Point — Public
November 19, 2013
Services
Phase I Environmental Site
Northwest Geoscience, PC
December 31, 2013
Assessment
Phase II Environmental Site
Assessment
Northwest Geoscience, PC
December 2014
Swaim Metals Brownfields
Northwest Geoscience, PC
August 15, 2017
Assessment
Waste DisposalManifests
Northwest Geoscience, PC
December 8, 2017
6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer and information available in N.C. Division of Waste Management files as
to the use and ownership of the Brownfields Property:
a. Prior to 1974, the Brownfields Property was undeveloped, wooded land.
b. The Brownfields Property has been owned by either members of the Swaim
family or their businesses since 1970. From 1977 to 1982, the Brownfields Property was owned
3
Swim Mcl W18064-14-076 (20180926)

BK 2624 PG 836 DOC#20070076
and operated by Swaim, Inc. and from 1982 to present, the Brownfields Property has been owned
by Swaim Metals, Inc.
c. In 1974, the then -owner, Phillip Swaim, constructed a 25,680-square foot slab -
on -grade, metal, prefabricated commercial building. Subsequent building additions in 1968 and
1984 added an additional 14,000 square feet for a total area of 39,680 square feet. In March
1988, a wastewater pretreatment system was installed at the Brownfields Property.
d. Swaim Inc. and Swaim Metals, Inc. conducted metal furniture fabrication and
plating (nickel, chromium, and brass) operations on the Brownfields Property. These operations
included the following uses in the building: offices in the northeast comer, drilling and
sandblasting in the east portion, cutting, sanding, assembly, and welding in the central portion,
buffing in the southwest comer, plating north of the buffing area, assembly and shipping in the
northwest corner, and a baghouse in the southwest comer outside the buffing area. A boiler room
is located in the western portion of the building. The finishing operations included the use of
various tanks used during different stages: degreasing, nickel, chromium, and brass solutions,
several rinse tanks, acid baths, tarnish control, and rust inhibitors.
e. Swaim Metals' plating operations ceased in 2011 and the Brownfields Property
has remained vacant since that time.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. A National Pollution Discharge Elimination System (NPDES) Permit (number
NC0024228) was issued in 1994 for the wastewater pretreatment system installed in 1988. No
wastewater discharge was reported between 2008-2011. According to the Prospective
4
Swaim MCOWI SO".14-076 (20180926)

BK 2624 PG 837 DOC#20070076
Developer, an industrial wastewater discharge stream is not anticipated as a part of the proposed
redevelopment at the Brownfields Property.
b. Swaim Metals, Inc. was a Resource Conservation and Recovery Act (RCRA)
small quantity generator (SQG), identification number NCD000640375, that operated as a
conditionally exempt small quantity generator (CESQG), producing less than 100 kilograms (kg)
of waste per month. According to a 2004 RCRA compliance inspection report, Swaim Metals
generated chromium sludge and nickel sulfate waste in a pressed and dried cake form from the
filter press operations in the wastewater pretreatment process at a rate of about 65 kg per month;
this waste was classified as F006 waste. The metal plating operations also produced about five
gallons per month of a solven0acquer waste from the electrostatic paint booth, which was
classified as D001 waste.
c. In December 2017, Eve Corp. removed a combined total of 270 gallons of
sludge from the wastewater treatment flume and plating line sump via vacuum truck. Also
removed were three 55-gallon drums of buffing oil, a five -gallon bucket of lubricant oil,
numerous five -gallon buckets, and other small containers of miscellaneous oils.
d. Residual dust present on the exhaust fans at the southwest comer of the
building was found to contain elevated concentrations of certain metals (chromium and
cadmium). A thin layer (<1 inch) of this residual dust is also present immediately outside the
building atop native soils in an area of about 100 square feet. Speciated analysis for trivalent
chromium (Cr 110 and hexavalent chromium (Cr IV) was completed on a dust sample, and no Cr
IV was detected.
8. The most recent environmental sampling at the Brownfields Property reported in the
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Environmental Reports occurred on January 18, 2017, The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled.
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, contracting to purchase
the Brownfields Property on October 28, 2013, and preparing and submitting to DEQ a
Brownfields Property Application (BPA) dated December 5, 2014.
10. Prospective Developer has provided DEQ with information, or sworn certifications
regarding that information on which DEQ relies for purposes of this Agreement, sufficient to
demonstrate that:
a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(I );
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
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technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1), and shall make a payment to DEQ of $6,000
at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.
The Parties agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities
related to this Agreement, unless a change is sought to a Brownfields document after it is in
effect, in which case there shall be an additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. a return to productive use of the Brownfields Property and elimination of the
drawbacks of unoccupied property;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. the creation of approximately 12 new jobs in office and manufacturing;
d. an increase in tax revenue for affected jurisdictions; and
7
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e. "smart growth" through use of land in an already developed area, which avoids
development of land beyond the urban fringe ("greenfiel& ).
V. WORK TO BE PERFORMED
13. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ's Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(EMP).
15. By way of the Notice of Brownfields Property referenced below in paragraph 20,
Prospective Developer shalt 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 industrial,
office, retail, associated parking, and subject to DEQ's prior written approval, other commercial
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uses. For purposes of this restriction, the following definitions apply:
i. "Industrial" is defined as the assembly, fabrication, processing,
warehousing or distribution of goods or materials;
ii. "Office" is defined as the provision of business or professional services;
iii. "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;
iv. "Parking" is defined as the temporary accommodation of motor
vehicles in an area designed for same; and
v. "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 or
schools without the prior written approval of DEQ.
c. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ.
it. 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 subparagraph 15.a. above while fully protecting public
health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24 inches;
ii. mowing and pruning of aboveground vegetation;
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BK 2624 PG 842 DOC#20070076
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. Prior to occupation of the building, the residual dust, identified above in
subparagraph 7.d. shall be removed and addressed to the written satisfaction of DEQ.
S. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan ("EMP") approved
in writing by DEQ in advance (and revised to DEQ's written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
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BK 2624 PG 843 DOC#20070076
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. Within 90 days after each one-year anniversary of the effective date of this
Agreement for as long as physical redevelopment of the Brownfields Property continues (except
that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the
then -owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment -related activities since the last report, with a summary and drawings,
that describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
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BK 2624 PG 844 DOC#20070076
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 Guilford County
land records, Book _, Page and in the Randolph County land records, Book U,;,Z4
Page 824 ." 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 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 (Notice and Submissions); or (ii) The
owner conveying an interest may provide abstracts of leases, rather than full copies of said
leases, to the persons listed in Section XV.
k. None of the contaminants known to be present in the environmental media at
12
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BK 2624 PG 845 DOC#20070076
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 in de minimis quantities for cleaning and other routine
housekeeping and maintenance activities.
1. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells,
recovery wells, piezometers and other man-made points of groundwater access at the
Brownfields Property in accordance with Subchapter 2C of Title 15A of the North Carolina
Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after
doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and
results.
m. 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.
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 Randolph and Guilford
Counties, certifying that, as of said January 1 st, the Notice of Brownfields Property containing
13
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these land use restrictions remains recorded at the Randolph and Guilford Counties 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 submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii. the transferee's name, mailing address, telephone and facsimile
numbers, and contact person's e-mail address, if said owner transferred any part of the
Brownfields Property during the previous calendar year;
iii. LURU's submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses; and
iv. A LURU submitted for rental units shall include the rent roll and
enough of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in subparagraph 15 j. and paragraph 22 of this agreement
provided that if standard form leases are used in every instance, a copy of such standard form
lease may be sent in lieu of copies of actual leases.
16. The desired result of the above -referenced remediation and 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 DBQ's Superfund Section and the Division
14
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BK 2624 PG 847 DOC#20070076
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.
VI. ACCESSMOTICE TO SUCCESSORS IN INTEREST
19. In addition to providing access to the Brownfields Property pursuant to subparagraph
151 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 gis, the land use restrictions set forth in
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BK 2624 PG 848 DOC#20070076
Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the Guilford
and Randolph Counties, North Carolina, Register of Deeds' Office. Within three (3) days
thereafter, Prospective Developer shall famish 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 Guilford land records, Book _, Page and in the Randolph County land
records, Book &M, Page M." 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
16
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BK 2624 PG 849 DOC#20070076
copies of said leases, to the persons listed in Section XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such
release or threat of release, shall comply with any applicable notification requirements under
NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any
other law, and shall immediately notify the DEQ Official referenced in subparagraph 35.a. below
of any such required notification.
Vill.
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 December 14, 2014 by which it applied for this
Agreement. That use is industrial, office, retail, associated parking, and subject to DEQ's prior
17
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BK 2624 PG 850 DOC#20070076
written approval, other commercial uses. Prospective Developer also certifies that to the best of
its knowledge and belief it has fully and accurately disclosed to DEQ all information known to
Prospective Developer and all information in the possession or control of its officers, directors,
employees, contractors and agents which relates in any way to any past use of regulated
substances or known contaminants at the Brownfields Property and to its qualification for this
Agreement, including the requirement that it not have caused or contributed to the contamination
at the Brownfields Property.
IX. DEO'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 5 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
18
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BK 2624 PG 851 DOC#20070076
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
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.
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BK 2624 PG 852 DOC#20070076
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
26. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
X.
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
20
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BK 2624 PG 853 DOC#20070076
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer's duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 above and NCGS §
130A-310.33(a)(l)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
Xlll. 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
21
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BK 2624 PG 854 DOC#20070076
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be
liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement
or otherwise obtain compliance.
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:
for DEQ:
Hayley M. hick (or successor in function)
N.C. Division of Waste Management
Brownfields Program
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BK 2624 PG 855 DOC#20070076
Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:
Jeffrey Curtis, President (or successor in function)
414 Berkley, LLC
911 Whitney Court
High Point, NC 27265
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.
XVL 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.
XVIL 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)
23
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BK 2624 PG 856 DOC#20070076
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this
Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
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
24
S.im MmW Itl06416-0r6 (2018OW6)

BK 2624 PG 857 DOC#20070076
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.
IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By: W-W G /11° DCL- e /_ _
Director, Division of Waste Management
IT IS SO AGREED:
414 BERKLEY9, LL
President
25
Swaim Md L,'18064-14-026(20180926)

BK 2624 PG 859 DOC#20070076
Exhibit 2
The most recent environmental sampling at the Property reported in the Environmental
Reports occurred in January 2017. The following tables set forth, for contaminants present at the
Property above unrestricted use standards or screening levels, the concentration found at each
sample location, and the applicable standard or screening level. Screening levels and
groundwater standards are shown for reference only and are not set forth as cleanup levels for
purposes of this Agreement.
GROUNDWATER
Groundwater contaminants in micrograms per liter (the equivalent of parts per billion),
the standards for which are contained in Title I SA of the North Carolina Administrative Code,
Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):
Groundwater
Contaminant
Sample
Location
Date of
Sampling
Concentration
Exceeding
Standard L
Standard
(pS/L)
Chromium
MW-1
12/14/2016
15
10
MW-2
12/14/2016
44.8
MW-3
12/14/2016
202
Nickel
MW-3
12/14/2016
125
100
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):
Concentration
Soil
Sample
Date of
Exceeding
Industrial
Contaminant
Location
Depth (ft)
Sampling
Screening
Screening
Level
Level (mg/kg)
m
Cadmium
Ex Fan' Soil
Surficial
3/21/2014
2,680
200
Nickel
Ex Fan'
Surficial
3/21/2014
6,470
4,700
'Soil contaminants represented are residual dust present at the property.
2 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.
'Exhaust Fans located in the former baghouse at the southwest corner of the currently developed
building.
18064-14-076/Swaim Metals (20180926)
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BK 2624 PG 862 DOC#20070076
EXHIBIT C
Beginning at an existing concrete monument, the NW corner of (now or formerly)
Mohammed Sabir (Guilford County DB 7055 PG 1176), running thence with the
western lines of Sabir (also Randolph County DB 2145 PG 1537) and (now or
formerly) Nolan Garner (Randolph County DB 445 PG 397) S 16 deg 41 min 49 sec
W 496.01' to an existing concrete monument In the northern line of (now or
formerly) Hoyle Group, LLC (Randolph County DB 1702 PG 1935), running thence
with the northern line of Hoyle Group N 76 deg 14 min 38 sec W 461.29' to a new
iron pipe in the eastern R/W of the NC Railroad (location provided by NC Railroad),
running thence with their eastern R/W N 32 deg 53 min 14 sec E 527.66'to a new
iron pipe set In the southern line of (now or formerly) Pasha Home, LLC (Guilford
County DB 7300 PG 1110, Plat Book 122 Page 25), running thence with their
southern line S 75 deg 39 min 59 sec E 313.18' to the point and place of beginning,
containing 4.425 acres, more or less.
�rro5 •'•tom