24003_North Davidson II NBP for PC 20210316

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Property Owner: Mill District Partners, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY
Brownfields Property Name: North Davidson II Brownfields Project Number: 24003-20-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat component, have been filed this _____ day of __________________, 202__ by ______________________________ (“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 2315 N. Davidson St. and 421 E. 26th St., Charlotte, NC. The Brownfields Property consists of two contiguous parcels of land (Parcel Identification

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Numbers 08305204 and 08305206) that total approximately 4.091 acres. The southeastern parcel (2315 N. Davidson Street) is developed with an approximate 29,185-square foot (sq. ft.) vacant commercial building, and the northwestern parcel (421 E. 26th Street) is developed with an approximate 14,400-sq ft. building that is utilized as a fitness studio and an appliance warehouse. An inactive rail corridor that is owned by the City of Charlotte separates the two parcels. Mill
District Partners, LLC intends to redevelop the property for no other uses than office, parking, retail, restaurant, warehousing, entertainment, brewery or food production facility, recreation, and with prior written DEQ approval, other commercial uses. Soil, groundwater and soil gas are contaminated at the Brownfields Property due to potential historical activities conducted thereon and on adjacent properties.
The Brownfields Agreement between Prospective Developer and DEQ is attached hereto as Exhibit A. It is required by NCGS § 130A-310.32 and 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. The Brownfields Agreement’s Exhibit 2 consists of one or more data
tables reflecting the concentrations of and other information regarding the Brownfields Property’s regulated substances and contaminants. Attached as Exhibit B to this Notice is a reduction, to 8.5 inches x 11 inches, 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 land use restrictions below have been excerpted verbatim from paragraph 12 of the Brownfields Agreement, and all subparagraph letters/numbers are the same as those

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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 office, retail, restaurant, parking, warehousing, entertainment, brewery or food production facility, and with
prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply: i. “Office” defined as the provision of business or professional services. ii. “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 beverage products. iii. “Restaurant” defined as a commercial business establishment that prepares and serves food and beverages to patrons and includes, without limitation, associated amenities and recreational activities provided such amenities and recreational activities are
conducted on areas with impervious surfaces, two feet of clean fill, or another cover approved in writing in advance by DEQ. iv. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. v. “Warehousing” defined as the use of a commercial building for storage
of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to the storage of goods and materials for a specific commercial establishment of a group of establishments in a particular type of industry or commercial activity. vi. “Entertainment” defined as private, public, and community activities (such as, for example, festivals, theater, musical events or shows), which may include food and
beverage service. vii. “Brewery or Food Production Facility” defined as an establishment for the manufacture, sale and distribution of beverages or food products, including without limitation beer, ale, and the distillation of spirits, together with associated public roadways, related
infrastructure, and associated amenities and recreational activities (provided such amenities and
recreational activities are conducted on areas with impervious surfaces, two feet of clean fill, or another cover approved in writing in advance by DEQ). viii. “Commercial” defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee.

b. 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:

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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. c. No later than January 31 after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment),
the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment-related activities since the last report, with a summary and drawings, that describes: i. actions taken on the Brownfields Property in accordance with Section
VI: 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).
d. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to particular activity, or unless conducted in accordance with a DEQ-approved EMP, as outlined in subparagraph 12.b. above, 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) or surface water 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 12.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

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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 12.a above while fully protecting public health and the environment.
e. 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 12.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 to work conducted in accordance with a DEQ-approved EMP as outlined above in subparagraph 12.b.
f. No use of the Brownfields Property for the uses specified in subparagraph 12.a above may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling of any area within the Brownfields Property that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways pursuant to a plan
approved in writing by DEQ, unless otherwise approved in writing by DEQ in advance. g. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in Paragraph 12.b.
h. 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 16 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 site assessment data or a site-specific risk assessment approved in writing by
DEQ; or
ii. a vapor intrusion mitigation system (VIMS) has been:
1. designed to mitigate vapors for subgrade building features in

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accordance with the most recent and applicable DWM Vapor Intrusion Guidance, Interstate Technology & Regulatory Council (ITRC) guidance, and American National Standards Institute (ANSI)/American Association of Radon Scientists and Technologists (AARST) standards, and that said design shall fully protect public health to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal, and shall include a
performance monitoring plan detailing methodologies and schedule, both of which are subject to prior written DEQ approval; and
2. installed and an installation report is submitted for written DEQ approval that includes details on any deviations from the system design, as-built diagrams, photographs, and a description of the installation with said engineer’s professional seal confirming
that the system was installed per the DEQ-approved design and will be protective of public health.

i. Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ.
j. Neither DEQ, nor any party conducting environmental assessment or
remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property.

k. Within 60 days after the effective date of this Agreement or prior to land disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery wells, piezometers and other man-made points of groundwater access at the Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina
Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after
doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results. l. The owner of any portion of the Brownfields Property where any existing, or
subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
or its tenants shall be responsible for repair of any such wells to DEQ’s written satisfaction and within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ in advance.
m. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except:

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i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; ii. as fuel or other fluids customarily used in vehicles, landscaping equipment, machinery, equipment, and emergency generators, or in flammable liquid storage containers of no more than 25 gallons;
iii. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in the original packaging or containers; and iv. as constituents of products or materials customarily used and stored in office, parking, retail, restaurant, entertainment, and brewery or food production facility
environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws. n. The Brownfields Property may not be used for child care, adult care centers, or schools without the prior written approval of DEQ. Notwithstanding the foregoing, a business
enterprise is allowed to offer drop-in care as defined in NCGS § 110-86 (2)(d) and (d1). Drop-in care that it is ancillary to the business’ principal use (such as a fitness club or yoga studio) shall be considered to be a service to its customers. o. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in
lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notices
and Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XVII. p. During January of each year after the year in which the Notice referenced
below in paragraph 16 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

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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; and iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 12.h above are performing as designed, and whether the uses of the ground floors of any buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how. For purposes of the land use restrictions set forth above, the DEQ point of contact shall be
the DEQ Brownfields Property Management Unit referenced in subparagraph 31.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.

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IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this _____ day of _______________, 202__. Mill District Partners, 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
___________________________________ (Official Seal) Notary’s printed or typed name, Notary Public My commission expires: _____________________
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: _________________________________________ ________________________ Ellen Lorscheider Date
Deputy Director, Division of Waste Management

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EXHIBIT A
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: Mill District Partners, LLC
UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) North Davidson II OF 1997, NCGS § 130A-310.30, et seq. ) 2315 N. Davidson Street and 421 E. 26th Street Brownfields Project No. 24003-20-060 ) Charlotte, NC, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and Mill District Partners, LLC (collectively the
"Parties") pursuant to the Brownfields Property Reuse Act of 1997, NCGS § 130A-310.30, et
seq. (the “Act”) for the property located at 2315 N. Davidson St. and 421 E. 26th St. (the
“Brownfields Property”). A map showing the location of the Brownfields Property that is the
subject of this Agreement is attached hereto as Exhibit 1.
The Prospective Developer is Mill District Partners, LLC, a limited liability company,
with a mailing address of P.O. Box 12332, Charlotte, NC 28220. Its manager is Paul Kardous,
of the same address.
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 X (Certification), Section XI (DEQ’s Covenant Not to Sue and
Reservation of Rights) and Section XII (Prospective Developer’s Covenant Not to Sue), the
potential liability of Mill District Partners, LLC for contaminants at the Brownfields Property.
The Parties agree that Mill District Partners, LLC’s entry into this Agreement, and the

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actions undertaken by Mill District Partners, LLC in accordance with the Agreement, do not
constitute an admission of any liability by Mill District Partners, LLC for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit Mill
District Partners, 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 Mill District Partners, LLC.
III. BROWNFIELDS PROPERTY INFORMATION SUMMARY
3. Relevant information about the history, ownership, and uses of the Brownfields
Property is provided in the following summary table. Exhibit 2 to this Agreement presents data
tables of the contaminants present at the Brownfields Property at concentrations above their
applicable standards or screening levels for each media sampled.
BROWNFIELDS PROPERTY INFORMATION SUMMARY
Parcel Addresses & Parcel IDs 2315 N. Davidson St. (Parcel ID No. 08305206) and 421 E. 26th St. (Parcel ID No. 08305204)
Acreage 4.091
Current Property Owner Mill District Partners, LLC
Current Land Use(s) Warehousing and Commercial
Site Vicinity Land Use(s) Industrial, Commercial, and Residential
Proposed Reuse(s) Office, Parking, Retail, Restaurant, Warehousing, Entertainment, Brewery or Food Production Facility, and Commercial Public Benefits of Reuse Job Creation, Tax Base Increase, Revitalization of Blighted

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BROWNFIELDS PROPERTY INFORMATION SUMMARY
Area, Preserved Green Space, and Expanded Use of Public Transportation
Existing Land Use
Restrictions Prior to Brownfields Agreement None

ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations & Contaminant Sources
The existing building on the southeastern parcel (2315 N. Davidson St.) was constructed in 1950 and was utilized as an electrical appliance warehouse, a knit goods manufacturing
facility, and a cork and insulation warehouse in the 1950s. Subsequently, the building appears to have been occupied by various warehouse facilities until the 1990s, when a previous owner renovated the building for use as an event venue. The northern portion of the building was also utilized as a brewery
in the 2010s. The northwestern parcel (421 E. 26th St.) was developed with a concrete plant and an automotive repair shop in the early to mid-1950s. The concrete plant operated until the late 1950s,
and the automotive repair shop operated until at least the late 1960s. Additional buildings, including the existing warehouse, were constructed on the northwestern parcel in the 1950s and 1960s. The buildings appear to have been used as part of lumber company, automotive scrapyard, automotive
repair, automotive body shop, and warehouse operations. Between the 1970s and the early 2000s, several structures on the northwestern parcel were razed.
Current Operations/Activities
The southeastern parcel (2315 N. Davidson St.) is developed with an approximate 29,185-square foot (sq ft) vacant commercial building, and the northwestern parcel (421 E. 26th Street) is developed with an approximate 14,400-sq ft
vacant warehouse building.
Contaminated Media
Soil: A semi-volatile organic compound (SVOC) and arsenic
were detected above NC Commercial/Industrial Preliminary
Soil Remediation Goals (PSRGs). Groundwater: Volatile organic compounds (VOCs) including benzene, tetrachloroethylene, trichloroethylene (TCE), and
methyl tert-butyl ether (MTBE) were detected above NC 2L
Groundwater Standards. Arsenic and total chromium were also detected above NC 2L Groundwater Standards.

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ENVIRONMENTAL INFORMATION SUMMARY
Sub-Slab Soil Gas: TCE was detected above the NC Non-Residential Vapor Intrusion Screening Level (VISL) at 2315 N. Davidson Street.
Indoor Air: No VOCs were detected in indoor air samples collected in 2019 above NC Non-Residential VISLs at 2315 N. Davidson Street. Surface Water/Sediment: No exceedances of NC 2B Surface
Water Standards or Commercial/Industrial PSRGs were detected in samples collected in 2020.
ID Numbers/Permits None known
Potential Onsite Receptors Considered Site Workers, Visitors, Construction Workers, Trespassers, and Surface Water
Potential Offsite Receptors
Considered
Water Supply Wells: No water supply wells were identified within 1,500 ft. of the Brownfields Property.

Surface Water: Surface water sampling indicated that no contaminants were detected above NC 2B Surface Water Standards.
Potential offsite migration pathways
Groundwater: Groundwater is impacted by VOCs primarily from nearby offsite properties. Soil Vapor: TCE has been detected in groundwater and sub-
slab soil vapor above NC VISLs.

4. Environmental reports regarding the Brownfields Property referred to hereinafter as
the “Environmental Reports,” include, but are not limited to, those that the Prospective
Developer obtained or commissioned regarding the Brownfields Property:
Title Prepared by Date of Report
Brownfields Assessment Report Hart & Hickman, PC September 24, 2020 Evaluation of Solvent-Impacted Groundwater, North Davidson II Brownfields Property Hart & Hickman, PC June 3, 2020
Brownfields Assessment Report Hart & Hickman, PC May 20, 2020
Indoor Air Assessment Report Hart & Hickman, PC December 1, 2019
Phase II Environmental Site Assessment Hart & Hickman, PC August 18, 2019

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Title Prepared by Date of Report
Phase I Environmental Site Assessment, Commercial Property, 2315 N. Davidson Street and 421 E. 26th Street
Hart & Hickman, PC July 24, 2019
Proposed Groundwater Monitoring Reduction Plan* Groundwater and Environmental Services of NC, Inc.
December 15, 2004
Post-Remediation Groundwater Monitoring Progress Report* S&ME, Inc. July 31, 2013
*Report documenting offsite properties.
IV. PROSPECTIVE DEVELOPER’S INVOLVEMENT
5. 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 January 13, 2020, preparing
and obtaining DEQ approval of an Environmental Management Plan dated October 27, 2020,
purchasing the Brownfields Property on October 31, 2019 and January 6, 2020, and commencing
construction pursuant to the DEQ-approved Environmental Management Plan.
6. 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

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will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial, and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
7. 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.
V. BENEFIT TO COMMUNITY
8. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. a return to productive use of the Brownfields Property;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;

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c. the creation of construction and construction management opportunities for
local businesses and local workers, and once developed, the creation of permanent commercial
jobs to local residents;
d. an increase in tax revenue for affected jurisdictions;
e. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint; and
f. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
VI. WORK TO BE PERFORMED
9. The guidelines as embodied in their most current version, including parameters,
principles and policies within which the desired results are to be accomplished are (as to: field
procedures, laboratory testing, Brownfields Program requirements, and remedial or mitigation
measures):
a. the Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund
Section;
b. the Division of Waste Management Vapor Intrusion Guidance;
c. the Brownfields Program Assessment Work Plan Checklist; and
d. the Brownfields Survey Plat Checklist.
10. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &

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Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
11. Based on the information in the Environmental Reports, other available reports, and
subject to imposition of and compliance with the land use restrictions set forth below, and
subject to Section XI 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) as specified in subparagraph 12.b. below.
VII. LAND USE RESTRICTIONS
12. By way of the Notice of Brownfields Property referenced below in paragraph 16,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for office, retail,
restaurant, parking, warehousing, entertainment, brewery or food production facility, and with
prior written DEQ approval, other commercial uses. For purposes of this restriction, the
following definitions apply:
i. “Office” defined as the provision of business or professional services.
ii. “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 beverage products.

01688-002/00259354-12 9 North Davidson II/24003-20-060/20210315
iii. “Restaurant” defined as a commercial business establishment that
prepares and serves food and beverages to patrons and includes, without limitation, associated
amenities and recreational activities provided such amenities and recreational activities are
conducted on areas with impervious surfaces, two feet of clean fill, or another cover approved in
writing in advance by DEQ.
iv. “Parking” defined as the temporary accommodation of motor vehicles
in an area designed for same.
v. “Warehousing” defined as the use of a commercial building for storage
of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others,
and also refers to the storage of goods and materials for a specific commercial establishment of a
group of establishments in a particular type of industry or commercial activity.
vi. “Entertainment” defined as private, public, and community activities
(such as, for example, festivals, theater, musical events or shows), which may include food and
beverage service.
vii. “Brewery or Food Production Facility” defined as an establishment for
the manufacture, sale and distribution of beverages or food products, including without limitation
beer, ale, and the distillation of spirits, together with associated public roadways, related
infrastructure, and associated amenities and recreational activities (provided such amenities and
recreational activities are conducted on areas with impervious surfaces, two feet of clean fill, or
another cover approved in writing in advance by DEQ).

viii. “Commercial” defined as an enterprise carried on for profit or

01688-002/00259354-12 10 North Davidson II/24003-20-060/20210315
nonprofit by the owner, lessee or licensee.
b. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, the timing of redevelopment
phases, and addresses health, safety and environmental issues that may arise from use of the
Brownfields Property during construction or redevelopment in any other form, including without
limitation:
i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
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.
c. No later than January 31 after each one-year anniversary of the effective date of
this Agreement for as long as physical redevelopment of the Brownfields Property continues
(except that the final deadline shall fall 90 days after the conclusion of physical redevelopment),

01688-002/00259354-12 11 North Davidson II/24003-20-060/20210315
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
VI: 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).
d. Unless compliance with this Land Use Restriction is waived in writing by DEQ
in advance in regard to particular activity, or unless conducted in accordance with a DEQ-
approved EMP, as outlined in subparagraph 12.b. above, 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)
or surface water 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

01688-002/00259354-12 12 North Davidson II/24003-20-060/20210315
specified in subparagraph 12.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 12.a above while
fully protecting public health and the environment.
e. 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 12.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 to work conducted in accordance with a DEQ-approved
EMP as outlined above in subparagraph 12.b.

01688-002/00259354-12 13 North Davidson II/24003-20-060/20210315
f. No use of the Brownfields Property for the uses specified in subparagraph 12.a
above may occur until the then owner of the Brownfields Property conducts representative final
grade soil sampling of any area within the Brownfields Property that is not covered by building
foundations, sidewalks, or asphaltic or concrete parking areas and driveways pursuant to a plan
approved in writing by DEQ, unless otherwise approved in writing by DEQ in advance.
g. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in Paragraph 12.b.
h. 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 16 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 site assessment data or a
site-specific risk assessment approved in writing by DEQ; or
ii. a vapor intrusion mitigation system (VIMS) has been:
1. designed to mitigate vapors for subgrade building features in
accordance with the most recent and applicable DWM Vapor Intrusion Guidance, Interstate
Technology & Regulatory Council (ITRC) guidance, and American National Standards Institute
(ANSI)/American Association of Radon Scientists and Technologists (AARST) standards, and
that said design shall fully protect public health to the satisfaction of a professional engineer

01688-002/00259354-12 14 North Davidson II/24003-20-060/20210315
licensed in North Carolina, as evidenced by said engineer’s professional seal, and shall include a
performance monitoring plan detailing methodologies and schedule, both of which are subject to
prior written DEQ approval; and
2. installed and an installation report is submitted for written DEQ
approval that includes details on any deviations from the system design, as-built diagrams,
photographs, and a description of the installation with said engineer’s professional seal confirming
that the system was installed per the DEQ-approved design and will be protective of public health.
i. Surface water at the Brownfields Property may not be used for any purpose,
other than in connection with legally compliant storm water collection and reuse techniques,
without the prior written approval of DEQ.
j. Neither DEQ, nor any party conducting environmental assessment or
remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or
agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
k. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells,
recovery wells, piezometers and other man-made points of groundwater access at the
Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina
Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after
doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and

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results.
l. The owner of any portion of the Brownfields Property where any existing, or
subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors,
or its tenants shall be responsible for repair of any such wells to DEQ’s written satisfaction and
within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is
waived in writing by DEQ in advance.
m. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ
in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment, machinery, equipment, and emergency generators, or in flammable liquid storage
containers of no more than 25 gallons;
iii. in products or materials that are brought onto the Brownfields
Property, kept in their original packaging or containers (that is, not used or repackaged) and later
removed from the Brownfields Property in the original packaging or containers; and
iv. as constituents of products or materials customarily used and stored in
office, parking, retail, restaurant, entertainment, and brewery or food production facility
environments, provided such products and materials are stored in original retail packaging and

01688-002/00259354-12 16 North Davidson II/24003-20-060/20210315
used and disposed of in accordance with applicable laws.
n. The Brownfields Property may not be used for child care, adult care centers, or
schools without the prior written approval of DEQ. Notwithstanding the foregoing, a business
enterprise is allowed to offer drop-in care as defined in NCGS § 110-86 (2)(d) and (d1). Drop-in
care that it is ancillary to the business’ principal use (such as a fitness club or yoga studio) shall
be considered to be a service to its customers.
o. Any deed or other instrument conveying an interest in the Brownfields Property
shall contain the following notice: “This property is subject to the Brownfields Agreement
attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County
land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XVII (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner may use the following mechanisms to comply with the obligations of this
paragraph: (i) If every lease or rider is identical in form, the owner conveying an interest may
provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in
lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notices
and Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather
than full copies of said leases, to the persons listed in Section XVII.
p. During January of each year after the year in which the Notice referenced
below in paragraph 16 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

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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; and
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 12.h above are performing as designed, and whether the uses of the ground
floors of any buildings containing such vapor barrier and/or mitigation systems have changed,
and, if so, how.
13. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in this Agreement while fully protecting
public health and the environment.
14. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
protect public health and/or the environment.

01688-002/00259354-12 18 North Davidson II/24003-20-060/20210315
VIII. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
15. In addition to providing access to the Brownfields Property pursuant to subparagraph
12.j above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
16. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property (“Notice”) for the Brownfields Property containing, inter alia, the land use restrictions
set forth in Section VII (Land Use Restrictions) 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 in the Mecklenburg County,
North Carolina, Register of Deeds’ Office. Within three (3) days thereafter, Prospective
Developer shall furnish DEQ a copy of the documentary component of the Notice containing a
certification by the register of deeds as to the Book and Page numbers where both the

01688-002/00259354-12 19 North Davidson II/24003-20-060/20210315
documentary and plat components of the Notice are recorded, and a copy of the plat with
notations indicating its recordation.
17. This Agreement shall be attached as Exhibit A to the Notice. 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 XVII (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 or 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 XVII (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
XVII.
18. 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.
IX. DUE CARE/COOPERATION
19. The Prospective Developer shall exercise due care at the Brownfields Property with

01688-002/00259354-12 20 North Davidson II/24003-20-060/20210315
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property while Prospective
Developer owns the Brownfields Property, the Prospective Developer shall immediately take all
appropriate action to prevent, abate, or minimize such release or threat of release, shall comply
with any applicable notification requirements under NCGS § 130A-310.1 and 143-215.85,
Section 103 of CERCLA, 42 USC § 9603, and/or any other law, and shall immediately notify the
DEQ Official referenced in subparagraph 31.a. below of any such required notification.
X. CERTIFICATION
20. 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 January 10, 2020, by which it applied for this
Agreement, as modified herein. That use includes those uses defined above in paragraph 12.a. of
this Agreement. Prospective Developer also certifies that to the best of its knowledge and belief
it has fully and accurately disclosed to DEQ all information known to Prospective Developer and
all information in the possession or control of its officers, directors, employees, contractors and
agents which relates in any way to any past use of regulated substances or known contaminants
at the Brownfields Property and to its qualification for this Agreement, including the requirement
that it not have caused or contributed to the contamination at the Brownfields Property.

01688-002/00259354-12 21 North Davidson II/24003-20-060/20210315
XI. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
21. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional

01688-002/00259354-12 22 North Davidson II/24003-20-060/20210315
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.
22. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
23. 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.

01688-002/00259354-12 23 North Davidson II/24003-20-060/20210315
24. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 21 through 23 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.
XII. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
25. In consideration of DEQ’s Covenant Not To Sue in Section XI 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.
XIII. PARTIES BOUND
26. 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.
XIV. DISCLAIMER
27. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a

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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.
28. Except for the land use restrictions set forth in paragraph 12 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.
XV. DOCUMENT RETENTION
29. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal

01688-002/00259354-12 25 North Davidson II/24003-20-060/20210315
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.
XVI. PAYMENT OF ENFORCEMENT COSTS
30. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section VI (Work to be Performed) and Section
VII (Land Use Restrictions), it shall be liable for all litigation and other enforcement costs
incurred by DEQ to enforce this Agreement or otherwise obtain compliance.
XVII. NOTICES AND SUBMISSIONS
31. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a
change in contact information or delivery method, all notices and submissions pursuant to this
Agreement shall be sent by prepaid first-class U.S. mail or courier service, as follows:
a. for DEQ:
Brownfields Property Management Unit (or successor in function) N.C. Division of Waste Management Brownfields Program Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer: Paul Kardous (or successor in function)
Mill District Partners, LLC
P.O. Box 12332 Charlotte, NC 28220-2280 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

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written evidence of date of receipt shall be effective on such date.
XVIII. EFFECTIVE DATE
32. 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 NCGS § 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 to invalidate its signature on this Agreement.
XIX. TERMINATION OF CERTAIN PROVISIONS
33. If any Party believes that any or all of the obligations under Section IX
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of this Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
XX. CONTRIBUTION PROTECTION
34. 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

01688-002/00259354-12 27 North Davidson II/24003-20-060/20210315
by DEQ or any other person in relation to the Brownfields Property.
35. 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.
36. 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.
XXI. PUBLIC COMMENT
37. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

01688-002/00259354-12 28 North Davidson II/24003-20-060/20210315
IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By: ____________________________________________________________________________ Ellen Lorscheider Date Deputy Director, Division of Waste Management
IT IS SO AGREED: Mill District Partners, LLC By:
____________________________________________________________________________ Name: Paul Kardous Date Title: Manager
0 2000 4000
APPROXIMATE
SCALE IN FEET
N
U.S.G.S. QUADRANGLE MAP
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
CHARLOTTE EAST, NORTH CAROLINA 1991
TITLE
PROJECT
SITE LOCATION MAP
1257+'$9,'621,,%52:1),(/'63523(57<
2315 N. DAVIDSON STREET & 421 E. 26TH STREET
CHARLOTTE, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
EXHIBIT:
0
1PAM-003
SITE
01688-002/00259368-5 24003-20-060/North Davidson II (20210315)

1
Exhibit 2
The most recent environmental sampling at the Brownfields Property reported in the Environmental Reports occurred on August 11, 2020. The following table sets forth, for contaminants present at the Brownfields Property above non-residential use standards or screening levels, the concentration found at each sample location, and the applicable standard or screening level. Screening levels and 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 (µg/L)*
Standard
(µg/L)
Arsenic MW-10 4/12/2004 12 10
Benzene MW-10 4/12/2004 1.2 1.0
Total Chromium
MW-2 3/6/2020 17.8
10 MW-3 3/5/2020 13.5
MW-4 3/5/2020 394
MW-10 4/12/2004 10,000 10
Hexavalent Chromium MW-10 4/12/2004 10,000 NS
Cis-1,2-Dichloroethene MW-3 3/5/2020 2.2 J NS
Methyl tert-butyl ether MW-3 3/5/2020 636 20
Tetrachloroethylene MW-4 4/12/2004 11 0.7
Trichloroethylene MW-3 3/5/2020 110 3.0 MW-4 3/5/2020 669
MW-10 4/12/2004 3,300
J – Estimated value between the laboratory method detection limit and the laboratory reporting limit
NS – Screening level or regulatory standard not established.
* Results for sample location MW-10 are the concentrations exceeding the 2L Standard from the most
recent sampling event.

01688-002/00259368-5 24003-20-060/North Davidson II (20210315)

2
GROUNDWATER VAPOR INTRUSION RISK
Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Non-
Residential Vapor Intrusion Screening Levels of the Division of Waste Management (February 2018 version):

Groundwater Contaminant with Potential for Vapor Intrusion
Sample Location Date of Sampling
Concentration Exceeding Screening Level
(µg/L)*
Non-Residential VI Screening
Level1
(µg/L)
Cis-1,2-Dichloroethene MW-3 3/5/2020 2.2 J NS
Trichloroethylene MW-3 3/5/2020 110 4.4 MW-4 3/5/2020 669
MW-10 4/12/2004 3,300 1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk. NS – Screening level or regulatory standard not established.
J – Estimated value below the laboratory reporting limit * Results for sample location MW-10 are the concentrations exceeding the 2L Standard from the most
recent sampling event.
SOIL Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening
levels for which are derived from the Industrial/Commercial Preliminary Health-Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (July 2020 version):

Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration Exceeding Screening Level (mg/kg)
Industrial/ Commercial Screening Level1 (mg/kg)
Arsenic
SB-2/SB-Dup-1 0-2 3/6/2020 6.24/3.18
3.0 SB-5 0-2 3/6/2020 13.3
SB-6 1-3 8/12/2020 3.4
SB-DUP 1-3 8/11/2020 3.06
BKG-1 0-2 3/6/2020 3.15
Acenaphthylene SB-5 0-2 3/6/2020 0.858 J NS
01688-002/00259368-5 24003-20-060/North Davidson II (20210315)

3
Soil
Contaminant
Sample
Location Depth (ft) Date of
Sampling
Concentration
Exceeding Screening Level
(mg/kg)
Industrial/ Commercial
Screening Level1 (mg/kg)
Benzo(g,h,i) perylene SB-5 0-2 3/6/2020 3.37 J NS
Benzo(a)pyrene SB-5 0-2 3/6/2020 4.71 2.1
Phenanthrene SB-5 0-2 3/6/2020 41.7 NS 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. NS – Screening level or regulatory standard not established.
J – Estimated value between the laboratory method detection limit and the laboratory reporting limit SUB-SLAB VAPOR OR SOIL GAS
Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from the Non-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
(µg/m3)
Non-Residential
Screening Limit1
(µg/m3)
Cis-1,2-
Dichloroethylene SS-13 8/11/2020 1.7 NS
Ethanol
SS-1 8/8/2019 120 J
NS
SS-2 8/8/2019 130
SS-3/DUP-2 8/8/2019 130/110
SS-4 8/8/2019 110
SS-5 8/8/2019 51
SS-6 8/8/2019 51
SS-7/SS-DUP 8/11/2020 2,600/600 J
SS-8 8/11/2020 1,000
SS-9 8/11/2020 52
SS-10 8/11/2020 1,300
SS-11 8/11/2020 150
SS-12 8/11/2020 150
SS-13 8/11/2020 300
4-Ethyltoluene
SS-4 8/8/2019 2.4
NS
SS-7 8/11/2020 32 J
SS-8 8/11/2020 82
SS-9 8/11/2020 51
SS-10 8/11/2020 32 J
SS-12 8/11/2020 0.31 J
01688-002/00259368-5 24003-20-060/North Davidson II (20210315)

4
Soil Gas Contaminant Sample Location Date of Sampling
Concentration
Exceeding Screening Level
(µg/m3)
Non-Residential Screening Limit1
(µg/m3)
SS-13 8/11/2020 0.31 J
Trichloroethylene
SS-1 8/8/2019 91,000
180 SS-7/SS-DUP 8/11/2020 43,000/43,000
SS-8 8/11/2020 5,000
SS-10 8/11/2020 26,000 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.
J – Estimated value between the laboratory method detection limit and the laboratory reporting limit
NS – Screening level or regulatory standard not established.

C A R O L I N A S U R V E Y O R S , I N C .
C A R O L I N A S U R V E Y O R S , I N C .LAND USE RESTRICTIONSNCGS 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 12 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 office, retail, restaurant, parking, warehousing, entertainment, brewery or food production facility, and with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply:i. "Office" defined as the provision of business or professional services.ii. "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 beverage products.iii. "Restaurant" defined as a commercial business establishment that prepares and serves food and beverages to patrons and includes, without limitation, associated amenities and recreational activities provided such amenities and recreational activities are conducted on areas with impervious surfaces, two feet of clean fill, or another cover approved in writing in advance by DEQ.iv. "Parking" defined as the temporary accommodation of motor vehicles in an area designed for same.v. "Warehousing" defined as the use of a commercial building for storage of goods by manufacturers, importers, exporters, wholesalers, transport businesses among others, and also refers to the storage of goods and materials for a specific commercial establishment of a group of establishments in a particular type of industry or commercial activity.vi. "Entertainment" defined as private, public, and community activities (such as, for example, festivals, theater, musical events or shows), which may include food and beverage service.vii. "Brewery or Food Production Facility" defined as an establishment for the manufacture, sale and distribution of beverages or food products, including without limitation beer, ale, and the distillation of spirits, together with associated public roadways, related infrastructure, and associated amenities and recreational activities (provided such amenities and recreational activities are conducted on areas with impervious surfaces, two feet of clean fill, or another cover approved in writing in advance by DEQ). viii. "Commercial" defined as an enterprise carried on for profit or nonprofit by the owner, lessee or licensee.b. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by DEQ, with an Environmental Management Plan ("EMP") approved in writing by DEQ in advance (and revised to DEQ's written satisfaction prior to each subsequent redevelopment phase) that is consistent with all the other land use restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields Property during construction or redevelopment in any other form, including without limitation: i. soil and water management issues, including without limitation those resulting from contamination identified in the Environmental Reports;ii. issues related to potential sources of contamination referenced in 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); andiv. plans for the proper characterization of, and, as necessary, disposal of contaminated soils excavated during redevelopment.c. No later than January 31 after each one-year anniversary of the effective date of this Agreement for as long as physical redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ approval on environment-related activities since the last report, with a summary and drawings, that describes:i. actions taken on the Brownfields Property in accordance with Section VI: 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; andv. 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).d. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to particular activity, or unless conducted in accordance with a DEQ-approved EMP, as outlined in subparagraph 12.b. above, 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) or surface water 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 12.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 12.a above while fully protecting public health and the environment.e. 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 12.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; andiv. in connection to work conducted in accordance with a DEQ-approved EMP as outlined above in subparagraph 12.b.f. No use of the Brownfields Property for the uses specified in subparagraph 12.a above may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling of any area within the Brownfields Property that is not covered by building foundations, sidewalks, or asphaltic or concrete parking areas and driveways pursuant to a plan approved in writing by DEQ, unless otherwise approved in writing by DEQ in advance. g. Soil may not be removed from, or brought onto, the Brownfields Property without prior sampling and analysis to DEQ's satisfaction and the written approval of DEQ, unless conducted in accordance with an approved EMP as outlined above in Paragraph 12.b.h. 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 16 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 site assessment data or a site-specific risk assessment approved in writing by DEQ; orii. a vapor intrusion mitigation system (VIMS) has been:1. designed to mitigate vapors for subgrade building features in accordance with the most recent and applicable DWM Vapor Intrusion Guidance, Interstate Technology & Regulatory Council (ITRC) guidance, and American National Standards Institute (ANSI)/American Association of Radon Scientists and Technologists (AARST) standards, and that said design shall fully protect public health to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said engineer's professional seal, and shall include a performance monitoring plan detailing methodologies and schedule, both of which are subject to prior written DEQ approval; and 2. installed and an installation report is submitted for written DEQ approval that includes details on any deviations from the system design, as-built diagrams, photographs, and a description of the installation with said engineer's professional seal confirming that the system was installed per the DEQ-approved design and will be protective of public health.i. Surface water at the Brownfields Property may not be used for any purpose, other than in connection with legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ.j. Neither DEQ, nor any party conducting environmental assessment or remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property.k. Within 60 days after the effective date of this Agreement or prior to land disturbance activities, Prospective Developer shall abandon monitoring wells, injection wells, recovery wells, piezometers and other man-made points of groundwater access at the Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report, setting forth the procedures and results. l. The owner of any portion of the Brownfields Property where any existing, or subsequently installed, DEQ-approved monitoring well is damaged by the owner, its contractors, or its tenants shall be responsible for repair of any such wells to DEQ's written satisfaction and within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is waived in writing by DEQ in advance.m. None of the contaminants known to be present in the environmental media at the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in writing if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except:i. in de minimis quantities for cleaning and other routine housekeeping and maintenance activities; ii. as fuel or other fluids customarily used in vehicles, landscaping equipment, machinery, equipment, and emergency generators, or in flammable liquid storage containers of no more than 25 gallons; iii. in products or materials that are brought onto the Brownfields Property, kept in their original packaging or containers (that is, not used or repackaged) and later removed from the Brownfields Property in the original packaging or containers; andiv. as constituents of products or materials customarily used and stored in office, parking, retail, restaurant, entertainment, and brewery or food production facility environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws.n. The Brownfields Property may not be used for child care, adult care centers, or schools without the prior written approval of DEQ. Notwithstanding the foregoing, a business enterprise is allowed to offer drop-in care as defined in NCGS § 110-86 (2)(d) and (d1). Drop-in care that it is ancillary to the business' principal use (such as a fitness club or yoga studio) shall be considered to be a service to its customers.o. Any deed or other instrument conveying an interest in the Brownfields Property shall contain the following notice: "This property is subject to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property recorded in the Mecklenburg County land records, Book ____, Page ____." A copy of any such instrument shall be sent to the persons listed in Section XVII (Notices and Submissions), though financial figures and other confidential information related to the conveyance may be redacted to the extent said redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records Law. The owner may use the following mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is identical in form, the owner conveying an interest may provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the persons listed in Section XVII (Notices and Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XVII. p. During January of each year after the year in which the Notice referenced below in paragraph 16 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; andiii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 12.h above are performing as designed, and whether the uses of the ground floors of any buildings containing such vapor barrier and/or mitigation systems have changed, and, if so, how.
EXHIBIT C - LEGAL DESCRIPTION Project Name: North Davidson II Brownfields Project
Project Number: 24003-20-060

Tract I
BEGINNING at a set mark at the intersection of the northwesterly margin of the right-of-way of N Davidson St and the northeasterly margin of the right-of-way of E 26th St; thence following the margin of the right-of-way of E 26th St with a bearing of N 42°14'35" W and a distance of 227.89' to an existing nail, being a common corner of the property of the City of Charlotte (now or formerly) recorded in Deed Book 28101, Page 166; thence following the common line thereof with a curve to the left having a radius of 468.67' and an arc length of 161.76', and being chorded by a bearing of N 32°06'41" E and a distance of 160.96' to a set rebar, being the common corner of the property of Textile Rubber and Chemical Company, Inc (now or formerly) recorded in Deed Book 16903, Page 457; thence following the common line thereof with a bearing of S 42°14'35" E and a distance of 271.30' to an existing rebar on the northwesterly margin of the right-of-way of N Davidson St; thence following the margin of said right-of-way with a bearing of S 47°45'25" W and a distance of 155.00' to a set mark; being the point of
BEGINNING, having an area of 0.871 acres, more or less, as shown on a survey by Carolina Surveyors, Inc.
Tract II
Commencing at a set mark at the intersection of the northwesterly margin of the right-of-way of N Davidson St and the northeasterly margin of the right-of-way of E 26th St; thence following the margin of the right-of-way of E 26th St with a bearing of N 42°14'35" W and a distance of 227.89' to an existing
nail; thence with a bearing of N 42°15'52" W and a distance of 20.10’ to a set rebar, being the common corner of the property of Fountains NoDa Holdings, LLC (now or formerly) recorded in Deed Book 30609, Pages 941 & 944, said rebar also being the point of BEGINNING; thence following the common
line of Fountains NoDa Holdings, LLC with a bearing of N 42°14'50" W and a distance of 390.87' (passing an existing rebar at 320.77’) to a point, being the common corner of the property of George C & Diane M Combis (now or formerly) recorded in Deed Book 24551, Page 240; thence following the common line thereof with a bearing of N 26°50'10" E and a distance of 198.37' to a point, being the common corner of the property of George C & Diane M Combis (now or formerly) recorded in Deed Book 33381, Page 712; thence following the common line thereof with a bearing of N 37°25'10" E and a distance of 218.20' to a point on the southwesterly margin of the right-of-way of E 27th St; thence following the margin of said right-of-way with a bearing of S 42°09'47" E and a distance of 124.70' to a
point, being a common corner of the property of the City of Charlotte (now or formerly) recorded in Deed Book 28101, Page 166; thence following the common line thereof two (2) calls: (1) with a curve to the left having a radius of 482.91' and an arc length of 58.38', and being chorded by a bearing of S 22°29'22"
E and a distance of 58.34' to a point; (2) with a reverse curve to the right having a radius of 441.15' and an arc length of 528.70', and being chorded by a bearing of S 07°32'52" W and a distance of 497.62' to a set rebar; being the point of BEGINNING, having an area of 3.220 acres, more or less, as shown on a survey
by Carolina Surveyors, Inc.