22001 South Graham Tower NBP Package for PC 20190822

22001-18-060/South Graham Tower (20190822)

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Property Owner: 401 South Graham Owner, LLC
Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____

NOTICE OF BROWNFIELDS PROPERTY
Site Name: South Graham Tower
Brownfields Project Number: 22001-18-060

This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 201__ by 401 South Graham Owner,
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 401 South Graham Street, Charlotte, Mecklenburg County, North
Carolina. The Brownfields Property consists of 0.673 acres of vacant land. The parcel was occupied with
residences and associated structures until approximately 1951, when the parcel was cleared and used for parking.
The Brownfields Property remained undeveloped and has been used for parking for an undetermined amount of
time. Groundwater at the site is contaminated with volatile organic compounds due to historical operations on
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adjacent properties. The Brownfields Property is surrounded by land in commercial and residential use. The
Prospective Developer intends to redevelop the property for no uses other than retail, office, restaurant, parking,
high density residential, institutional, and, subject to DEQ’s prior written approval, other commercial uses.

The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit
A. It sets forth the use that may be made of the Brownfields Property and the measures to be taken to
protect public health and the environment, and is required by NCGS § 130A-310.32. The Brownfields
Agreement’s Exhibit 2 consists of one or more data tables reflecting the concentrations of and other
information regarding the Property’s regulated substances and contaminants.

Attached as Exhibit B to this Notice is a reduction, to 8 1/2" x 11", of the survey plat component
of this Notice. This plat shows areas designated by DEQ, has been prepared and certified by a professional
land surveyor, meets the requirements of NCGS § 47-30, and complies with NCGS § 130A-310.35(a)’s
requirement that the Notice identify:

(1) The location and dimensions of the areas of potential environmental concern with respect to
permanently surveyed benchmarks.

(2) The type, location and quantity of regulated substances and contaminants known to exist on the
Brownfields Property.

Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient
as a description of the property in an instrument of conveyance.

LAND USE RESTRICTIONS

NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future
use of the Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the
designated current or future use of the Brownfields Property and that are designated in the Brownfields
Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ
(or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to
NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function.
The restrictions are hereby imposed on the Brownfields Property, and are as follows:

The land use restrictions below have been EXCERPTED VERBATIM from paragraph 15 of the
Brownfields Agreement, and all subparagraph letters/numbers are the same as those used in the
Brownfields Agreement. The following land use restrictions are hereby imposed on the Brownfields
Property:

a. No use may be made of the Brownfields Property other than for retail, office, restaurant,
parking, high density residential, institutional, and, subject to DEQ’s prior written approval, other
commercial uses. For purposes of this restriction, the following definitions apply:
i. “Retail” 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/or beverage
products.
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ii. “Office” defined as use for office purposes, including the provision of business or
professional services.
iii. “Parking” defined as the temporary accommodation of motor vehicles in an area
designed for same.
iv. “High Density Residential” defined as permanent dwellings where residential units are
attached to each other with common walls, such as condominia, apartments, group homes, dormitories or
boarding houses, and any property outside the dwelling structures is usable by all residents and not
privately owned as part of a particular unit, and shall include related amenities, such as pools,
clubhouses, courtyards, common areas, recreation areas and parking garages.
v. “Restaurant” defined as a commercial business establishment that prepares and serves
food and/or beverages to patrons.
vi. “Institutional” defined as the use of land, buildings or structures for public, non-profit
or quasi-public purposes, such as libraries, community centers, post-secondary education facilities, or
health care facilities
vii. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner,
lessee or licensee.
b. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in
regard to particular activity, no activities that encounter, expose, remove or use groundwater (for
example, installation of water supply wells, ponds, lakes or swimming pools, or construction or
excavation activities that encounter or expose groundwater) may occur on the Brownfields Property
unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if
carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be
suitable for the uses specified in subparagraph 15.a above while fully protecting public health and the
environment. Prior sampling and analysis of groundwater to the written satisfaction of DEQ in any
areas proposed for such activities, and submittal of the analytical results to DEQ is required. If such
results reflect contaminant concentrations that exceed the standards and screening levels applicable to
the uses authorized for the Brownfields Property, the groundwater-related activities proposed may only
occur in compliance with any written conditions DEQ imposes. Activities 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.
c. 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;
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ii. issues related to potential sources of contamination referenced in Exhibit 2;
iii. contingency plans for addressing, including without limitation the testing of soil and
groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks,
drums, septic drain fields, oil-water separators, soil contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of contaminated
soils excavated during redevelopment.
d. No residential use of the Brownfields Property may occur until the then owner of the
Brownfields Property conducts representative final grade soil sampling of any area within the
Brownfields Property pursuant to a plan approved in writing by DEQ that is not covered by building
foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
e. Unless otherwise approved by DEQ in writing after results of final grade soil sampling are
received per subparagraph 15.d, above, 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”;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be given written
notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in
emergency circumstances no later than the next business day, and that any related assessment and
remedial measures required by DEQ shall be taken; and
iv. in connection with work conducted in accordance with a DEQ-approved EMP as
outlined above in subparagraph 15.c.
f. Soil may not be removed from, or brought onto, the Brownfields Property without prior
sampling and analysis to DEQ’s satisfaction and the written approval of DEQ, unless conducted in
accordance with an approved EMP as outlined above in subparagraph 15.c.
g. No enclosed building may be constructed on the Brownfields Property, and no existing
building, defined as those depicted on the plat component of the Notice of Brownfields Property
referenced in paragraph 20 below, may be occupied until DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public health and the
environment from risk of vapor intrusion based on Brownfields Property assessment data or a site-
specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields Property’s
groundwater and/or soil contamination based on assessment data approved in writing by DEQ that the
building’s users, public health and the environment will be protected from risk from vapor intrusion
related to said contamination; or
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iii. vapor intrusion mitigation measures are installed and/or implemented to the satisfaction
of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on
a report that includes photographs and a description of the installation and performance of said
measures. Any design specification for vapor intrusion mitigation measures shall be approved in writing
by DEQ in advance of installation and/or implementation of said measures. The design specifications
shall include methodology(ies) for demonstrating performance of said measures.
h. As part of the Land Use Restrictions Update described below in subparagraph 15.m for each
year after the year in which the Notice referenced below in paragraph 20 is recorded, for as long as
physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90
days after the conclusion of physical redevelopment), the then-owner of the Brownfields Property shall
provide DEQ a report subject to written DEQ approval on environment-related activities since the last
report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section V: Work to be
Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and laboratory analysis of
environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis
and ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be
contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated materials (for example,
concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall
be included).
i. Neither DEQ, nor any party conducting environmental assessment or remediation at the
Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered
into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such
assessment or remediation, which is to be conducted using reasonable efforts to minimize interference
with authorized uses of the Brownfields Property.
j. Any deed or other instrument conveying an interest in the Brownfields Property shall contain
the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the
Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page
____.” A copy of any such instrument shall be sent to the persons listed in Section XV (Notices and
Submissions), though financial figures and other confidential information related to the conveyance may
be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of
the North Carolina Public Records Law. The owner conveying an interest may use the following
mechanisms to comply with the obligations of this subparagraph: (i) If every lease and rider is identical
in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider
evidencing compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the
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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. 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.
l. The Brownfields Property may not be used for child care, adult care centers or schools without
the prior written approval of DEQ.
m. During January of each year after the year in which the Notice referenced below in paragraph
20 is recorded, the owner of any part of the Brownfields Property as of January 1st of that year shall
submit a notarized Land Use Restrictions Update (“LURU”) to DEQ, and to the chief public health and
environmental officials of Mecklenburg County, certifying that, as of said January 1st, the Notice of
Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg
County Register of Deeds office and that the land use restrictions are being complied with. The submitted
LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail
address of the owner submitting the LURU if said owner acquired any part of the Brownfields Property
during the previous calendar year;
ii. the transferee’s name, mailing address, telephone and facsimile numbers, and contact
person’s e-mail address, if said owner transferred any part of the Brownfields Property during the
previous calendar year;
iii. whether any vapor barrier and/or mitigation systems installed pursuant to
subparagraph 15.g above are performing as designed, and whether the uses of the ground floors of any
buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how;
iv. LURU’s submitted for any portion of the Brownfields Property that contains rental
units shall include a list of tenants and their addresses;
v. 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 above and paragraph 21 below 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; and
vi. A property owners’ association or other entity may perform this LURU’s duties, on
behalf of some or all owners of the Brownfields Property, if said association or entity has accepted
responsibility for such performance pursuant to a notarized instrument satisfactory to DEQ that includes
at a minimum, the name, mailing address, telephone and facsimile numbers, and e-mail address of each
owner on whose behalf the LURU is proposed to be submitted.

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

ENFORCEMENT

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

FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS

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

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

401 South Graham Owner, LLC

By: __________________________________________
Name typed or printed:
Title typed or printed:

NORTH CAROLINA
_______________ COUNTY

I certify that the following person(s) personally appeared before me this day, each acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated: ________________________________.

Date: ___________________ ___________________________________
Official Signature of Notary

___________________________________
Notary’s printed or typed name, Notary Public
(Official Seal) My commission expires: _____________________
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APPROVAL AND CERTIFICATION OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY

The foregoing Notice of Brownfields Property is hereby approved and certified.

North Carolina Department of Environmental Quality

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

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EXHIBIT A NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: 401 South Graham Owner LLC, a Delaware limited liability company
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) South Graham Tower OF 1997, NCGS § 130A-310.30, et seq. ) 401 South Graham Street Brownfields Project # 22001-18-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and 401 South Graham Owner LLC, a Delaware
limited liability company (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 401 South
Graham Street, Mecklenburg County, North Carolina (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.
401 South Graham Owner LLC is a Delaware limited liability company that was formed
on December 3, 2018. Its registered agent in North Carolina is CT Corporation System, and its
mailing address is 2626 Glenwood Avenue, Raleigh, NC 27608. The Brownfields Property
(Property Tax Parcel # 07312404) is approximately 0.673 acres and is vacant. 401 South
Graham Owner LLC intends to redevelop the Brownfields Property for retail, office, restaurant,
parking, high density residential, institutional, and, subject to DEQ’s prior written approval,
other commercial uses. The Brownfields Property is surrounded by land in commercial and
residential uses. Groundwater is contaminated at the Brownfields Property due to suspected

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historical activities on nearby properties.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and
limitations contained in Section VIII (Certification), Section IX (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of 401 South Graham Owner LLC for contaminants at the Brownfields
Property.
The Parties agree that 401 South Graham Owner LLC’s entry into this Agreement, and
the actions undertaken by 401 South Graham Owner LLC in accordance with the Agreement, do
not constitute an admission of any liability by 401 South Graham Owner LLC for contaminants
at the Brownfields Property. The resolution of this potential liability, in exchange for the benefit
401 South Graham Owner LLC shall provide to DEQ, is in the public interest.
II. DEFINITIONS
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. “Brownfields Property” shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. "Prospective Developer" shall mean 401 South Graham Owner LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises one parcel totaling 0.673 acres. Prospective
Developer has committed itself to redevelopment for no uses other than retail, office, restaurant,

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parking, high density residential, institutional, and, subject to DEQ’s prior written approval,
other commercial uses.
4. The Brownfields Property is located in an urban area and is bordered to the north by
South Graham Street and high density apartments (Charlotte Uptown RI LLC); to the east by
West Martin Luther King Boulevard and Mecklenburg County BB&T Ballpark; to the south by
Mint Street Parking Deck (Duke Power Company); and to the west by South Graham Street and
a Duke Power substation.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared by Date of Report
Report of Additional Environmental
Assessment, 401 South Graham Tower
S&ME, Inc. November 5, 2018
Limited Phase II Environmental Site Assessment, Proposed MLK & Graham
Tower, 401 S. Graham Street
S&ME, Inc. November 3, 2017
Phase I Environmental Site Assessment, MLK
& Graham Tower, 401 S. Graham Street
ECS Southeast, LLP September 12, 2017

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer as to use and ownership of the Brownfields Property:
a. The 401 South Graham St. parcel consists of 0.673 acres of vacant land. The
parcel was occupied with residences and associated structures until approximately 1951, when
the parcel was cleared and used for parking. The Brownfields Property remained undeveloped
and has been used for parking for an undetermined amount of time.
b. Records indicate the historic presence of a cold storage facility on the south
adjoining property. Records also indicate the historic presence of auto repair facilities on the

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south and southeast adjoining property. Groundwater contaminated with volatile organic
compounds (VOCs) has been detected on the south adjoining parking lot located at Mint and 2nd
Streets.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. A Phase II environmental assessment was conducted at the Brownfields
Property in October 2017. Three shallow temporary groundwater monitoring wells were installed
and groundwater samples were submitted for laboratory analysis of VOCs, semi volatile organic
compounds (SVOCs), ammonia and ethylene glycol. Laboratory results indicated concentrations
of 1,2-dichloroethane and tetrachloroethylene exceeded 15A North Carolina Administrative
Code 2L.0202 (NCAC 2L) groundwater quality standards in all three monitoring wells. In
addition, the concentration of trichloroethylene exceeded NCAC 2L groundwater quality
standards in one monitoring well (TW-2).
b. An additional Phase II environmental assessment was conducted at the
Brownfields Property in September 2018 to collect soil and soil gas samples. Assessment
activities included the collection of eight soil samples for the analysis of VOCs, SVOCs, and
RCRA metals, and two soil gas samples for the analysis of VOCs by EPA Method TO-15.
Laboratory results indicated that four soil samples exceeded Residential Preliminary Soil
Remediation Goals (PSRGs) for arsenic. In addition, results indicated that one soil gas sample
exceeded the North Carolina Residential Vapor Intrusion Screening Levels (VISLs) for
tetrachloroethylene.
8. The most recent environmental sampling at the Brownfields Property reported in the

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Environmental Reports occurred on September 29, 2018. The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled.
9. For purposes of this Agreement DEQ relies on Prospective Developer’s
representations that Prospective Developer's involvement with the Brownfields Property has
been limited to obtaining or commissioning the Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (BPA) dated December 21, 2017, and
contracting to purchase the Brownfields Property on June 30, 2017.
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

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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. The Parties agree that a $30,000 “Redevelopment Now” fee Prospective Developer
has paid suffices as the $2,000 fee to seek a brownfields agreement required by NCGS § 130A-
310.39(a)(1), and, within the meaning of NCGS § 130A-310.39(a)(2), the full cost to DEQ and
the North Carolina Department of Justice of all activities related to this Agreement, unless a
change is sought to a Brownfields document after it is in effect, in which case there shall be an
additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. an increase in the Brownfields Property’s productivity;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. an increase in tax revenue for affected jurisdictions;
d. local permanent and construction jobs;
e. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).

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

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reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ’s Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(EMP) required by this Section.
15. By way of the Notice of Brownfields Property referenced below in paragraph 20,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for retail, office,
restaurant, parking, high density residential, institutional, and, subject to DEQ’s prior written
approval, other commercial uses. For purposes of this restriction, the following definitions
apply:
i. “Retail” defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal

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service, and the sales of food and/or beverage products.
ii. “Office” defined as use for office purposes, including the provision of
business or professional services.
iii. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same.
iv. “High Density Residential” defined as permanent dwellings where
residential units are attached to each other with common walls, such as condominia,
apartments, group homes, dormitories or boarding houses, and any property outside the
dwelling structures is usable by all residents and not privately owned as part of a
particular unit, and shall include related amenities, such as pools, clubhouses, courtyards,
common areas, recreation areas and parking garages.
v. “Restaurant” defined as a commercial business establishment that
prepares and serves food and/or beverages to patrons.
vi. “Institutional” defined as the use of land, buildings or structures for
public, non-profit or quasi-public purposes, such as libraries, community centers, post-
secondary education facilities, or health care facilities
vi. “Commercial” defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. Unless compliance with this Land Use Restriction is waived in writing by
DEQ in advance in regard to particular activity, no activities that encounter, expose, remove or
use groundwater (for example, installation of water supply wells, ponds, lakes or swimming
pools, or construction or excavation activities that encounter or expose groundwater) may occur

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on the Brownfields Property unless and until DEQ states in writing, in advance of the proposed
activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in
subparagraph 15.a above while fully protecting public health and the environment. Prior
sampling and analysis of groundwater to the written satisfaction of DEQ in any areas proposed
for such activities, and submittal of the analytical results to DEQ is required. If such results
reflect contaminant concentrations that exceed the standards and screening levels applicable to
the uses authorized for the Brownfields Property, the groundwater-related activities proposed
may only occur in compliance with any written conditions DEQ imposes. Activities 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.
c. 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;

10 22001-18-060/South Graham Tower (20190822)
ii. issues related to potential sources of contamination referenced in
Exhibit 2;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment.
d. No residential use of the Brownfields Property may occur until the then owner
of the Brownfields Property conducts representative final grade soil sampling of any area within
the Brownfields Property pursuant to a plan approved in writing by DEQ that is not covered by
building foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
e. Unless otherwise approved by DEQ in writing after results of final grade soil
sampling are received per subparagraph 15.d, above, 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”;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be
given written notice at least seven days in advance of a scheduled repair (if only by email) of any

11 22001-18-060/South Graham Tower (20190822)
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 with work conducted in accordance with a DEQ-
approved EMP as outlined above in subparagraph 15.c.
f. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 15.c.
g. No enclosed building may be constructed on the Brownfields Property, and no
existing building, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced in paragraph 20 below, may be occupied until DEQ determines in writing
that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on Brownfields Property
assessment data or a site-specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields
Property’s groundwater and/or soil contamination based on assessment data approved in writing
by DEQ that the building’s users, public health and the environment will be protected from risk
from vapor intrusion related to said contamination; or
iii. vapor intrusion mitigation measures are installed and/or implemented
to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal on a report that includes photographs and a description of the
installation and performance of said measures. Any design specification for vapor intrusion

12 22001-18-060/South Graham Tower (20190822)
mitigation measures shall be approved in writing by DEQ in advance of installation and/or
implementation of said measures. The design specifications shall include methodology(ies) for
demonstrating performance of said measures.
h. As part of the Land Use Restrictions Update described below in
subparagraph 15.m for each year after the year in which the Notice referenced below in
paragraph 20 is recorded, for as long as physical redevelopment of the Brownfields Property
continues (except that the final deadline shall fall 90 days after the conclusion of physical
redevelopment), the then-owner of the Brownfields Property shall provide DEQ a report subject
to written DEQ approval on environment-related activities since the last report, with a summary
and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section
V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all
legally required manifests shall be included).
i. Neither DEQ, nor any party conducting environmental assessment or

13 22001-18-060/South Graham Tower (20190822)
remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or
agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
j. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County
land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XV (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner conveying an interest may use the following mechanisms to comply with the
obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner
conveying an interest may provide DEQ with copies of a form lease or rider evidencing
compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (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. 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

14 22001-18-060/South Graham Tower (20190822)
waived in writing by DEQ in advance.
l. The Brownfields Property may not be used for child care, adult care centers or
schools without the prior written approval of DEQ.
m. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with. The submitted LURU shall state the following:
i. the name, mailing address, telephone and facsimile numbers, and contact
person’s e-mail address of the owner submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii. the transferee’s name, mailing address, telephone and facsimile
numbers, and contact person’s e-mail address, if said owner transferred any part of the
Brownfields Property during the previous calendar year;
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 15.g above are performing as designed, and whether the uses of the ground
floors of any buildings containing such vapor barrier and/or mitigation systems have changed,
and, if so, how;
iv. LURU’s submitted for any portion of the Brownfields Property that
contains rental units shall include a list of tenants and their addresses;

15 22001-18-060/South Graham Tower (20190822)
v. 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 above and paragraph 21 below 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; and
vi. A property owners’ association or other entity may perform this
LURU’s duties, on behalf of some or all owners of the Brownfields Property, if said association
or entity has accepted responsibility for such performance pursuant to a notarized instrument
satisfactory to DEQ that includes at a minimum, the name, mailing address, telephone and
facsimile numbers, and e-mail address of each owner on whose behalf the LURU is proposed to
be submitted.
16. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in the Agreement while fully protecting
public health and the environment.
17. The guidelines, including parameters, principles and policies within which the
desired results are to be accomplished are, as to field procedures and laboratory testing, the
Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully

16 22001-18-060/South Graham Tower (20190822)
protect public health and/or the environment.
VI. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
19. In addition to providing access to the Brownfields Property pursuant to subparagraph
15.i above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property for the Brownfields Property containing, inter alia, the land use restrictions set forth in
Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the
Mecklenburg County, North Carolina, Register of Deeds’ Office. Within three (3) days
thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of

17 22001-18-060/South Graham Tower (20190822)
the Notice containing a certification by the register of deeds as to the Book and Page numbers
where both the documentary and plat components of the Notice are recorded, and a copy of the
plat with notations indicating its recordation.
21. This Agreement shall be attached as Exhibit A to the Notice of Brownfields
Property. Subsequent to recordation of said Notice, any deed or other instrument conveying an
interest in the Brownfields Property shall contain the following notice: “This property is subject
to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property
recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.

18 22001-18-060/South Graham Tower (20190822)
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.
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 21, 2017, by which it applied for this
Agreement. That use is retail, office, restaurant, parking, high density residential, institutional,
and, subject to DEQ’s prior written approval, other commercial uses. Prospective Developer
also certifies that to the best of its knowledge and belief it has fully and accurately disclosed to
DEQ all information known to Prospective Developer and all information in the possession or
control of its officers, directors, employees, contractors and agents which relates in any way to

19 22001-18-060/South Graham Tower (20190822)
any past use of regulated substances or known contaminants at the Brownfields Property and to
its qualification for this Agreement, including the requirement that it not have caused or
contributed to the contamination at the Brownfields Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
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

20 22001-18-060/South Graham Tower (20190822)
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
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.

21 22001-18-060/South Graham Tower (20190822)
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
29. In consideration of DEQ’s Covenant Not To Sue in Section IX of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any
action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.
XI. PARTIES BOUND
30. This Agreement shall apply to and be binding upon DEQ, and on the Prospective
Developer, its officers, directors, employees, and agents. Each Party’s signatory to this
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
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

22 22001-18-060/South Graham Tower (20190822)
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 subparagraph 15.a above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XIII. DOCUMENT RETENTION
33. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by

23 22001-18-060/South Graham Tower (20190822)
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:
William L. Schmithorst (or successor in function) N.C. Division of Waste Management Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646 b. for Prospective Developer:
Michael Campbell (or successor in function)
401 South Graham Owner LLC 2626 Glenwood Avenue

24 22001-18-060/South Graham Tower (20190822)
Raleigh, NC 27608
and 401 South Graham Owner LLC c/o New York Life Real Estate Investors
51 Madison Avenue, Suite 906 New York, New York 10010 Attn: Asset Management Notices and submissions sent by prepaid first class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVI. EFFECTIVE DATE
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and invalidate its signature on this Agreement.
XVII. TERMINATION OF CERTAIN PROVISIONS
37. If any Party believes that any or all of the obligations under Section VI
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of the Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)

25 22001-18-060/South Graham Tower (20190822)
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

26 22001-18-060/South Graham Tower (20190822)
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.
IT IS SO AGREED: NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By:
____________________________________________________________________________ Michael E. Scott Date Director, Division of Waste Management IT IS SO AGREED:
401 South Graham Owner LLC a Delaware limited liability company By: 401 South Graham JV LLC, a Delaware limited liability company,
its sole member By: REEP-MU South Graham NC LLC, a Delaware limited liability company, its Managing Member
By: ____________________________________________________________________________ Name typed or printed: Alan G. Rubenstein Date
Title typed or printed: Manager

^_
^_Project Location
SCALE:
DATE:
PROJECT NUMBER
EXHIBIT NO.
1
1 " = 2,000 '
8-21-18
4335-17-154B
GRAHAM TOWER SITE401 S. GRAHAM STREETCHARLOTTE, MECKLENBURG COUNTY, NORTH CAROLINADrawing Path: Q:\4335\17\154 Graham and MLK Tower\1_vicinityB.mxd plotted by DHomans 08-30-20180 2,000 4,000
(FEET)
SITE LOCATION MAP
³
REFERENCE: USGS USA TOPO STREAMING DATASET
GIS BASE LAYERS WERE OBTAINED FROM THE NATIONAL MAP. THIS MAP IS FOR
INFORMATIONAL PURPOSES ONLY. ALL FEATURE LOCATIONS DISPLAYED ARE APPROXIMATED.
THEY ARE NOT BASED ON CIVIL SURVEY INFORMATION, UNLESS STATED OTHERWISE.

22007-18-060/South Graham Tower (20190822)

1
Exhibit 2

The most recent environmental sampling at the Property reported in the Environmental
Reports occurred on September 29, 2018. 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 (g/L)
Standard
(g/L)
1,2-Dichloroethane
TW-1 10/17/2017 0.83
0.4 TW-2 10/17/2017 1.3
TW-3 10/18/2017 0.70
Tetrachloroethylene
TW-1 10/17/2017 68
0.7 TW-2 10/17/2017 200
TW-3 10/18/2017 38
Trichloroethylene TW-2 10/17/2017 3.4 3

SOIL

Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the
screening levels for which are derived from the Preliminary Residential Health- Based Soil
Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section
(February 2018 version):
Soil
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(mg/kg)
Residential
Screening
Level1 (mg/kg)
Arsenic
B1 8-12 9/29/2018 <2.1
0.68
B2 2-6 9/29/2018 3.0
B3 12-16 9/29/2018 <2.4
B4 8-12 9/29/2018 <2.2
B5 10-14 9/29/2018 <2.1
B6 2-6 9/29/2018 1.5 J

22007-18-060/South Graham Tower (20190822)

2
Soil
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(mg/kg)
Residential
Screening
Level1 (mg/kg)
Arsenic B7 12-16 9/29/2018 1.4 J 0.68
B8 5-7.5 9/29/2018 1.9 J
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
NE – No established screening level
J – Estimated concentration

SOIL GAS

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

Soil Gas
Contaminant

Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening Level
(g/m3)
Residential
Screening
Limit1
(g/m3)
Tetrachloroethylene SG-1 9/29/2018 420 280
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk.

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I, --------------� Review Officer of Mecklenburg County, certify that the map or plat to which this certification is affixed meets all statutory requirements for recording.
Review Officer Date
I, Andrew G. Zoutewelle, certify that this plat was drawn under my supervision from an actual survey made under my supervision (deed descriptions recorded in deed books noted); that the boundaries not surveyed are clearly indicated as dashed lines drawn from adjoining deed sources as shown hereon; that the ratio of precision as calculated is 1: 15,000; that this plat was prepared in accordance with G.S. 47-30 as amended. Witness my original signature, registration number and seal this ___ day of-----� 2019.
PRELIMINARY -FOR RE�EW PURPOSES ONL�
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THIS PLAT IS NOT SUBJECT TO THE PROVISIONS OF THE CITY OF CHARLOTTE OR MECKLENBURG COUNTY SUBDIVISION ORDINANCES AND DOES NOT REQUIRE THE APPROVAL OF THE CHARLOTTE -MECKLENBURG PLANNING COMMISSION. HOWEVER, ANY FURTHER SUBDIVISION OF THIS PROPERTY MAY BE SUBJECT TO THESE PROVISIONS.
Andrew G. Zoutewelle, N.C. PLS L-3098
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VICINITY MAP
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/ � �-II� -� ' LINE TABLE .,,NUMBER DIRECTION DISTANCE 6" IS-1, L1 N 39"34'22" W 40.21' � j..�-L2 N 45"21'55" W 102.17' 1> 6,...,L3 N 50"18'1 O" E 16.35' '"1'L4 N 44"59'59" W 20.16' LS N 50"17'52" E 9.77' L6 S 42"33'52" E 25.43' L7 N 49"49'18" E 3.00' LB S 42"08' 42" E 148.23' L9 S 49"50'52" W 7.17'
CURVE TABLE NUMBER I RADIUS I ARC LENGTH CHORD DIRECTION CHORD LENGTH C1 33.00 8.83 N 85"27'32" W 8.80 C2 33.00 12.70 S 75"51'21" W 12.62 -f+
BROWNFIELDS LEGEND Brownfields Property Boundary soil gas sample location soil sample location historic groundwater sample location
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Duke Power Company °@ q._ --------c,1' "',: -"' Deed Book 7853 Pg. 265, M.B. 26 Pg. 888Tax Parcel I.D. 07312411 Zoning: UMUD ----------------
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••• CAUTION ***
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THERE MAY BE UTILITIES OTHER THAN THOSE SHOWN. THE SURVEYOR ASSUMES NO RESPONSIBILITY FOR UTILITIES NOT SHOWN HEREON. IT IS THE CONTRACTOR'S RESPONSIBILITY TO VERIFY THEIR LOCATIONS. ..:::::-----­
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CALL BEFORE YOU DIG 1-800-632-4949
'Crown Castle' 1-801-364-1063'Fibertech' 1-800-497-5578
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PLANNING COMMISSION STAFF
ch. chord LEGEND
DATE
L,R curve length & radius s.f.square feet (by coordinates) IRF iron pin found cone. concrete a/c air conditioner MB, DB record map and deed references
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reinforced concrete pipe fiber optic line traffic signal box traffic signal pole traffic signal vault temporary construction easement
Registration Number
GENERAL NOTES 1.) Source of title recorded in Deed Book 33190 Pages 806 and 811. See also plat recorded in Map Book 26 Page 888. The tax parcel I.D. number of this property is 07312404. 2). The total area of this property is 30,772 S.F. (0.7064 acre), which includes 1,464 S.F. (0.0336 acre) of land within the rights of way of South Graham Street and West Martin Luther King, Jr. Boulevard. Area net of road rights-of-way = 29,308 S.F. (0.6728 acre), all by coordinate computation. Road rights-of way shown are based on Deed Book 7103 Page 779 and Map Book 26 Page 888. 3.) This survey was done without the benefit of a complete title examination. There may be easements, restrictions or other matters of title note shawn. See the following:
4.)
-Temporary Construction Easement recorded in Deed Book 33190 Page 815.(Benefits subject property and is shown hereon).-Drainage and Access Easement recorded in Deed Book 33190 Page 831.(Benefits subject property and is shown hereon).-Temporary Crane Easement Agreement recorded in Deed Book 33190 Page 849.(Benefits subject property and is shown hereon). The zoning of this property is UMUD per Mecklenburg County GIS. standard building setbacks: Front -12' from back of curb (existing Side -o' Rear -o·
or proposed)
Per a Site Plan by "Land Design" last revised 07-31-18, the setback along Martin Luther King, Jr. Boulevard and South Graham Street is 16' from back of existing or proposed curb. These setbacks are shown hereon, as taken from a digital file provided by Land Design on 12-07-18. This survey does not reflect a zoning analysis. Other requirements may apply. Development of this property is subject to the approval of the City of Charlotte. 5.) North Carolina �rid coordinates and ties were provided by "Survey and Mapping Control ', Pineville, N.C. in 2007. Combined grid factor = 0.99984296.6.) Underground utilities were located from: 1) observed surface indications, 2) Charlotte Water customer service maps and 3) paint markings by the NC ONE-CALL utility locating service. There may be additional utilities not shown. Contractor should verify utility locations, including sanitary and storm sewer. before beginning any excavation or grading. The surveyor could not determine the locations of some of the storm drainage pipes along South Graham Street. Video investigations of these pipes may be necessary to determine their locations and depths. As per the ASCE standard guideline, Subsurface Utility Engineering (SUE) is subject to uncertainties. The underground utilities shown hereon between the back of street curb and southerly rights-of-way of Martin Luther King, Jr. Boulevard and South Graham Street were designated by "Sweetwater Utility Exploration", a private utility company. The locations of these utilities as designated by 'Sweetwater'
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differs from the prior locations as designated by NC ONE-CALL. The locations shown are based on the markings by 'Sweetwater'. Critical utilities should be 'soft-dug' to determine their precise location.
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7.) South Graham Street is a Class Ill Major Thoroughfare as designated on the Charlotte Regional Transportation Planning Authority Thoroughfare Map. No proposed street widening projects are known. 8.) Based on the U.S. Department of Housing and Urban Development, Federal Insurance Administration Flood Hazard Boundary Map, Community Number 370159, Sheet Number 3710454400K dated September 2, 2015, the subject property is not located in a special flood hazard area according to the map. 9.) This property is an active construction site. Partial foundation walls have been constructed which are not shown hereon. Boundary monumentation was inaccessible at the date of the survey. The monumentation shown was located by this firm on February 6, 2019. 10.) The areas and types of contamination depicted hereon are approximations derived from the best available information at the time of filing. A listing of technical reports used to prepare this plat are available in the Brownfields Agreement for this property. 11.) This map is a survey of an existing parcel of land and does NOT create a subdivision of land. This is a Notice of Brownfields Survey and meets N.C.G.S. 47-30 recording requirements.12.) The sample locations shown hereon are based upon information provided by S & ME in June, 2019, and field verified where possible.
Page 1 of 2
EXHIBIT B to the Notice South Graham of Brownfields Property-SURVEY PLAT Tower Brownfields Site
Brownfields Project Number: 22001-18-060; 401 South Graham Street
Mecklenburg County Tax Parcel 1.0. Number 07312404
CHARLOTTE, MECKLENBURG COUNTY, N.C.
401 SOUTH GRAHAM OWNER LLC (Owner and Developer)
Date of Survey: June 17, 2019 20 = 20'
A.G. ZOUTEWELLE SURVEYORS 1418 East Fifth St. Charlotte, NC 28204 Phone: [phone] Fox: 704-372-9555 Firm Licensure Number C-1054
60
"Z: \2019DWGS\PETE\GRAHAM401-BROWNFIELDS"
AND USE RESTRICTIONS
NCGS 130A-310.35(a) requires recordation of a Notice of Brownfields Property ("Notice") that identifies any restrictions on the current and future use of a Brownfields Property that are
necessary or useful to maintain the level of protection appropriate for the designated current or future use of the property and that are designated in a Brownfields Agreement
pertaining to the property. This survey plat constitutes one of three exhibits to the Notice pertaining to the Brownfields Property depicted on this plat and recorded at the Mecklenburg
County Register of Deeds' office. The exhibits to the Notice are: the Brownfields Agreement for the subject property, which is attached as Exhibit A to the Notice; a reduced version of
this survey plat, which is attached as Exhibit B to the Notice; and a legal description for the subject property, which is attached as Exhibit C to the Notice. The land use restrictions below
have been excerpted verbatim from paragraph 15 of the Brownfields Agreement, and all paragraph letters/numbers are the same as those used in the Brownfields Agreement. The
following Land Use Restrictions are hereby imposed on the Brownfields Property and shall remain in force in perpetuity unless canceled by the Secretary of the North Carolina
Department of Environmental Quality (or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to NCGS § 130A-310.35(e):
a.No use may be made of the Brownfields Property other than for retail, office, restaurant, parking, high density residential, institutional, and, subject to DEQ's prior written
approval, other commercial uses. For purposes of this restriction, the following definitions apply:
i."Retail" 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/or beverage products.
ii."Office" defined as use for office purposes, including the provision of business or professional services.
iii."Parking'' defined as the temporary accommodation of motor vehicles in an area designed for same.
iv. 11High Density Residential" defined as permanent dwellings where residential units are attached to each other with common walls, such as condominia, apartments, group
homes, dormitories or boarding houses, and any property outside the dwelling structures is usable by all residents and not privately owned as part of a particular unit, and shall include
related amenities, such as pools, clubhouses, courtyards, common areas, recreation areas and parking garages.
v."Restaurant" defined as a commercial business establishment that prepares and serves food and/or beverages to patrons.
vi."Institutional" defined as the use of land, buildings or structures for public, non-profit or quasi-public purposes, such as libraries, community centers, post-secondary
education facilities, or health care facilities
vi."Commercial" defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee.
b.Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to particular activity, no activities that encounter, expose, remove or use
groundwater (for example, installation of water supply wells, ponds, lakes or swimming pools, or construction or excavation activities that encounter or expose groundwater) may occur
on the Brownfields Property unless and until DEQ states in writing, in advance of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in subparagraph 15.a above while fully protecting public health and the environment. Prior sampling
and analysis of groundwater to the written satisfaction of DEQ in any areas proposed for such activities, and submittal of the analytical results to DEQ is required. If such results reflect
contaminant concentrations that exceed the standards and screening levels applicable to the uses authorized for the Brownfields Property, the groundwater-related activities proposed
may only occur in compliance with any written conditions DEQ imposes. Activities 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.
c.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 DEQ1s 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 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.
d.No residential use of the Brownfields Property may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling of any area within
the Brownfields Property pursuant to a plan approved in writing by DEQ that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
e.Unless otherwise approved by DEQ in writing after results of final grade soil sampling are received per subparagraph 15.d, above, 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";
ii.mowing and pruning of above-ground vegetation;
iii.for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email} of any such
repair, or in emergency circumstances no later than the next business day, and that any related assessment and remedial measures required by DEQ shall be taken; and
iv.in connection with work conducted in accordance with a DEQ-approved EMP as outlined above in subparagraph 15.c.
f.Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ's satisfaction and the written approval of DEQ, unless
conducted in accordance with an approved EMP as outlined above in subparagraph 15.c.
g.No enclosed building may be constructed on the Brownfields Property, and no existing building, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced in paragraph 20 below, may be occupied until DEQ determines in writing that:
i.the building is or would be protective of the building's users, public health and the environment from risk of vapor intrusion based on Brownfields Property assessment data
or a site-specific risk assessment approved in writing by DEQ; or
ii.the building is or would be sufficiently distant from the Brownfields Property's groundwater and/or soil contamination based on assessment data approved in writing by DEQ
that the building's users, public health and the environment will be protected from risk from vapor intrusion related to said contamination; or
iii.vapor intrusion mitigation measures are installed and/or implemented to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer1s professional seal on a report that includes photographs and a description of the installation and performance of said measures. Any design specification for vapor intrusion
mitigation measures shall be approved in writing by DEQ in advance of installation and/or implementation of said measures. The design specifications shall include methodology(ies) for
demonstrating performance of said measures.
h.As part of the Land Use Restrictions Update described below in subparagraph 15.m for each year after the year in which the Notice referenced below in paragraph 20 is
recorded, for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment),
the then-owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment-related activities since the last report, with a summary and
drawings, that describes:
i.actions taken on the Brownfields Property in accordance with Section V: Work to be Performed above;
ii.soil grading and cut and fill actions;
iii.methodology(ies) employed for field screening, sampling and laboratory analysis of environmental media;
iv.stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected or
confirmed to be contaminated with regulated substances; and
v.removal of any contaminated soil, water or other contaminated materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally
required manifests shall be included).
i.Neither DEQ, nor any party conducting environmental assessment or remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement
issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable
efforts to minimize interference with authorized uses of the Brownfields Property.
j.Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: ''This property is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book� Page __ ." A copy of any such instrument shall be sent to the
persons listed in Section XV (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said
redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner conveying an interest may use the following mechanisms to
comply with the obligations of this subparagraph: (i) If every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider
evidencing compliance with this subparagraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XV (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.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.
I.The Brownfields Property may not be used for child care, adult care centers or schools without the prior written approval of DEQ.
m.During January of each year after the year in which the Notice referenced below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of January 1st
of that year shall submit a notarized Land Use Restrictions Update ("LURU") to DEQ, and to the chief public health and environmental officials of Mecklenburg County, certifying that, as
of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that the land use
restrictions are being complied with. The submitted LURU shall state the following:
i.the name, mailing address, telephone and facsimile numbers, and contact person's e-mail address of the owner submitting the LURU if said owner acquired any part of the
Brownfields Property during the previous calendar year;
ii.the transferee's name, mailing address, telephone and facsimile numbers, and contact person's e-mail address, if said owner transferred any part of the Brownfields Property
during the previous calendar year;
iii.whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 15.g above are performing as designed, and whether the uses of the ground floors
of any buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how;
iv.LURU's submitted for any portion of the Brownfields Property that contains rental units shall include a list of tenants and their addresses;
v.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 above and paragraph 21 below 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; and
vi.A property owners' association or other entity may perform this LURU's duties, on behalf of some or all owners of the Brownfields Property, if said association or entity has
accepted responsibility for such performance pursuant to a notarized instrument satisfactory to DEQ that includes at a minimum, the name, mailing address, telephone and facsimile
numbers, and e-mail address of each owner on whose behalf the LURU is proposed to be submitted.
This map is a survey of existing parcels of land within the City of
Charlotte and does not create a new street, change an existing street
or create a subdivision of land.
I, Andrew G. Zoutewelle, certify that this plat was drawn under my
supervision from an actual survey made under my supervision (deed
descriptions recorded in deed books noted); that the boundaries for the purposes of N.C.G.S. § 130A-310.35
Ellen Lorscheider, Deputy Director
Division of Waste Management
Deportment of Environmental Quality
State of North Carolina
Date
County of Wake
Exhlbtt2
The most recent environmental sampling at the Property reported in the Environmental Reports ocourred on September 29, 2018. 'Jihe following tables set forth, for contaminants present at the Property above unrestricted use standards or screening levels, ihe concentration found at each sample location, and the applicable standard or screening level. Screening levels and groundwater standards are shown for reference only l!lld are not set forth as cleanup levels for purposes of this Agreement.
GROUNDWATER
Groundwater contaminants in :micrograms per Hter (the equivalent of parts per billion), the standards for which are contained in Title lSA of the North Carolina Administrative Code, Subchapter 21 {21), R.ule .0202, (April 1, 2013 version):
Groundwater Contaminant
1,2-Dichloroethane
Tetrnchloroethylene
Trichloroethylene
Sample Location
TW-1 TW-2 TW-3 TW-1 TW-2 TW-3 TW-2
Date of
Sampling
10/17/2017 10/17/2017 I 0/18/2017 10/17/2017 10/17/2017 I 0/18/2017 10/17/2017
SOIL
Concentration EKceeding Sia:ndard lua/L) 0.83
1,3 0.70 68 200 38
3.4
Standard
(µg/L)
0.4
0.7
3
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from th.e Prelimin:ary Residential Health-Based S-Oil Remediation Goals of the Inactive Hazardous Sites Branch ofDEQ's Superfund Section (February 2018 version):
Soil I Sample I Depth Contaminant Location (ft)
Bl 8-12
B2 2-6
Arsenic I B3 12-16I B4 8-12BS 10-14B6 2-6
22007-18-060/SoQth Orab.om Tower
I Date of ISampling
9/29/2018 9/29/2018
9/29/2018
9/29/2018 9/29/2018 9/29/2018
I
Concentration Exceeding Scre.ening Level (m0'11ca)
<2.1 3.0 <2.4 <2,2 <2.1
l.SJ
Residential Screening Level' (mg/kg)
0.68
PRELIMINARY -FOR RE�EW PURPOSES ONLY
not surveyed ore clearly indicated as dashed lines drown from adjoining
deed sources as shown hereon; that the ratio of precision os calcul ated
is 1: 15,000; that this plat was prepared in accordance with G.S. 47-30
as amended. Witness my original signature, registration number and seal
this ___ day of-----� 2019.
Andrew G. Zoutewelle, PLS Date N.C. Registration No. L-3098
Soil Contaminant
Arsenic
I Sample Location
B7 B8
I Depth I(ft)
12-165-7.5
Date of ISampling
9/29/2018 9/29/2018
PRELIMINARY -FOR RE�EW PURPOSES ONL�
Andrew G. Zoutewelle, N.C. PLS
L-3098
Registration Number
Concentration Exceeding Residential Screening Screening Level Level' {mg/kg) m 1.4 J 0.68 1.9 J 'Scretnlng levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a l.OE-6 llfetime incremental cancer risk. NE -No established screening level J -Estimated concentration
SOIL GAS
Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of1he Division of Waste Management (February 2018 version);
Sail G!J!i
Contaminant Sample Locat/011 Date of
Sampling
Concentration
Exceeding
Screening Level
(µg/ml)Tetrachloroethylene I SG-1 I 9/29/2018 I 420 1 Screening levels riisplayed for non-carcinogens are for a hazard quotient equal to 0. 2.
dlspJayedfor carclnogeris are for a l .OE-J /ifeilme lncrememal cancer risk.
22007-18-060/South Graluim Tower 2
Residential
Screening
Limit1
(µglm') 280
Screening levels
Page 2 of 2
EXHIBIT B South to the Notice Graham of Brownfields Property-SURVEY PLAT Tower Brownfields Site
Brownfields Project Number: 22001-18-060; 401 South Graham
Mecklenburg County Tax Parcel I.D. Number 07312404
CHARLOTTE, MECKLENBURG COUNTY, N.C.
401 SOUTH GRAHAM OWNER LLC (Owner and Developer)
June 17, 2019 Date of Survey:
W O W � 60
Scale: 1" = 20'
A.G. ZOUTEWELLE SURVEYORS 1418 East Fifth St. Charlotte, NC 28204 Phone: [phone] Fox: 704-372-9555 Firm Licensure Number C-1054
Street
B-1
Initial ___________ / ___________
Contractor Owner
EXHIBIT C
LEGAL DESCRIPTION