24010_Yandle-Witherspoon Supply Brownfields Draft NBP_20231116

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Property Owner: SSC-WPP Brevard Owner, LLC and AOP II Apartments Venture, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Brownfields Property Name: Yandle-Witherspoon Supply, Inc. Brownfields Project Number: 24010-20-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well
as the plat component, have been filed this _____ day of __________________, 2023 by WP Yandle, LLC (“Prospective Developer”). This Notice concerns contaminated property.
A copy of this Notice certified by the North Carolina Department of Environmental Quality (“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes (“NCGS”), § 130A-310.35(b).
This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to public health or the environment posed by environmental contamination at a property (“Brownfields Property”) being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9, Part 5 (“Act”).
Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not
the owner, also under the Prospective Developer’s name.
The Brownfields Property is comprised of 4.8516 acres and is located at 1001, 1017, 1101, and 1107 North Brevard Street, Charlotte, Mecklenburg County. A portion of the Brownfields Property was developed with multiple residences from at least 1911 until they were demolished in
the late 1960s. From at least 1929 to the 1980s, a railroad spur that provided access to the neighboring Highland Park Mill traversed the Brownfields Property. By the early 1950s, the
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Brownfields Property was also developed with a commercial building that contained a wholesale fruit distributor and a paint supplier. The former commercial building was developed in the mid-1970s. The eastern portion of the Brownfields Property was historically associated with the former
Highland Park Mill and was subject to the Highland Park Mill Brownfields Agreement (NCBP# 20005-16-060) prior to being superseded by this Notice of Brownfields Property. The southeast portion of the Brownfields Property was used as a church, a woodworking business, and, from approximately 1959 until 1979, a dry cleaner (Gay Laundry and Cleaners). Both the commercial building and the former dry cleaner building were most recently vacant prior to being demolished.
The Prospective Developer intends to develop the Brownfields Property for no uses other than high density residential, industrial, office, retail, restaurant, brewery or food production facility, recreation, institutional, entertainment, hotel, open space, parking, and with DEQ’s prior written approval, other commercial uses. Soil, groundwater, indoor air, surface water and sediment are impacted at the Brownfields Property 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:
To the extent that any portion of the Brownfields Property as depicted on the survey plat component of the Notice referenced below in paragraph 16 and recorded in the Mecklenburg County land records on ______________________ at Book ___________ , Page ___________ (“Yandle-Witherspoon Plat”) is subject to (i) the Notice of Brownfields Property for Highland Park Mill (NCBP# 20005-16-060) previously recorded in the Mecklenburg County Register of
Deeds, Book 32028, Pages 683-737 on August 8, 2017, and/or (ii) the Amendment to Notice of Brownfields Property and Amendment to Brownfields Agreement previously recorded in the Mecklenburg County Register of Deeds, Book 34219, Pages 28-39 on January 21, 2020, this Agreement and the Notice referenced below in paragraph 16 SUPERSEDE the Highland Park Mill Notice of Brownfields Property and Brownfields Agreement (as amended) as to all of the
Brownfields Property depicted on the Yandle-Witherspoon Plat and replaces the previous land use restrictions applicable to any portion of the Brownfields Property depicted on the survey plat component to the Highland Park Mill Brownfields Agreement with those provided below in subparagraphs 12.a. through 12.m. upon the recording of the Notice referenced in paragraph 16 below.
To the extent that any portion of the Brownfields Property as depicted on the Yandle-Witherspoon Plat is subject to the Notice of Dry-Cleaning Solvent Remediation previously recorded in the Mecklenburg County Register of Deeds, Book 25843, Pages 814-824 on August 23, 2010, that Notice of Dry-Cleaning Solvent Remediation remains in full force and effect unless
and until it is cancelled by the DEQ, and this Agreement and the Notice referenced in paragraph 16 below are hereby incorporated therein by reference. The Land Use Restrictions contained in this Brownfields Agreement and the Notice referenced below in paragraph 16 are intended by DEQ to supplement the Land Use Restrictions contained in that Notice of Dry-Cleaning Solvent
Remediation. Upon the recording of the Notice referenced in paragraph 16 below, and for so long
as this Agreement and the Notice referenced in paragraph 16 below remain in effect, compliance with the Land Use Restrictions provided below in subparagraphs 12.a. through 12.m. shall serve as compliance with Land Use Restrictions 1, 2, 3, 4, and 5 contained in the Notice of Dry-Cleaning Solvent Remediation. Likewise, any violation of the Land Use Restrictions provided below in
subparagraphs 12.a. through 12.m. shall constitute a violation of the applicable Land Use
Restriction(s) contained in the Notice Dry-Cleaning Solvent Remediation. All other requirements contained in the Notice of Dry-Cleaning Solvent Remediation shall continue to apply in addition to the requirements set forth in this Agreement and the Notice referenced in paragraph 16 below unless and until the Notice of Dry-Cleaning Solvent Remediation is cancelled by the DEQ.

All references to DEQ shall be understood to include any successor in function. Land Uses
a. No use may be made of the Brownfields Property other than for high density
residential, industrial, office, retail, restaurant, brewery or food production facility, recreation, institutional, entertainment, hotel, open space, parking, and with DEQ’s prior written approval, other commercial uses. These land uses and their definitions below apply solely for purposes of
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this Agreement, and do not waive any local zoning, rule, regulation, or permit requirements: i. “High Density Residential” is defined as for-rent-only permanent
dwellings where residential units are attached to each other with common walls, such as apartments, group homes, dormitories or boarding houses, and any property outside the dwelling structures is usable by all residents and not privately owned as part of a particular unit (e.g., privately-owned courtyards are prohibited), and may include related amenities, such as pools, clubhouses, courtyards, common areas, recreation areas and parking garages. Single family homes
are prohibited; townhomes, duplexes or other units with yards are prohibited unless approved in writing by DEQ in advance. ii. “Industrial” defined as the assembly, fabrication, manufacture, processing, warehousing, or distribution of goods or materials, and can include flex parks, and research and development uses.
iii. “Office” defined as the provision of business or professional services. iv. “Retail” defined as the sale of goods or services, products, or merchandise directly to the consumer or businesses and includes showrooms, personal service, and the sales of food and/or beverage products (including mobile establishments such as food trucks).
v. “Restaurant” defined as a commercial business establishment that prepares and/or serves food and/or beverages to patrons. vi. “Entertainment” defined as private, public, and community activities (such as, for example, festivals, theater, musical events or shows), which may include food and/or beverage service.
vii. “Hotel” defined as the provision of overnight lodging to paying customers, and to associated food services, gym, reservation, cleaning, utilities, parking and on-site hospitality, management and reception services. viii. “Brewery or Food Production Facility” defined as an establishment for
the manufacture, sale and/or distribution of beverages and/or food products, including without
limitation beer and ale and distilled spirit products, together with associated public roadways and related infrastructure. ix. “Institutional” defined as the use of land, buildings or structures for public, non-profit or quasi-public purposes, such as libraries, community centers, post-secondary
education facilities, or health care facilities.
x. “Recreation” defined as indoor and outdoor exercise-related, physically focused, or leisure-related activities, whether active or passive, and the facilities for same, including, but not limited to, studios, swimming pools, sports-related courts and fields, open space, greenways, parks, playgrounds, walking paths, and picnic and public gathering areas.
xi. “Open Space” defined as land maintained in a natural or landscaped state
and used for natural resource protection, buffers, greenways, or detention facilities for stormwater. xii. “Parking” defined as the temporary accommodation of motor vehicles in an area designed for same. xiii. “Commercial” defined as an enterprise carried on for profit or nonprofit
by the owner, lessee or licensee.
Environmental Management Plan b. Physical redevelopment of the Brownfields Property may not occur other than in
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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. demolition of existing buildings, if applicable;
ii. issues related to known or potential sources of contamination, including without limitation those resulting from contamination identified in paragraph 3 above; 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 and DEQ approval of both fill soil before import to the Brownfields Property and the disposition of all soil excavated from the Brownfields Property during redevelopment. Redevelopment Reporting 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).
Groundwater and Surface Water d. Groundwater and surface water at the Brownfields Property may not be used for any purpose without the prior written approval of DEQ along with any measures DEQ deems necessary to ensure that the Brownfields Property will be suitable for the uses specified in
subparagraph 12.a. above while fully protecting public health and the environment. Should
groundwater or surface water be encountered or exposed during any activity on the Brownfields Property, it shall be managed in accordance with the DEQ-approved EMP outlined in subparagraph 12.b., or a plan approved in writing in advance by DEQ.
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Soil 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 inches; ii. mowing and pruning of above-ground vegetation; iii. for repair of underground infrastructure, provided that DEQ shall be given written notice at least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency circumstances no later than the next business day, and that any related
assessment and remedial measures required by DEQ shall be taken; and iv. in connection with work conducted in accordance with a DEQ-approved Environmental Management Plan (EMP) as outlined above in subparagraph 12.b. Final Grade Sampling
f. No use of the Brownfields Property where physical redevelopment has taken place pursuant to a DEQ-approved EMP as outlined in subparagraph 12.b above may occur until the then owner of the Brownfields Property conducts representative final grade soil sampling, pursuant to a plan approved in writing by DEQ, of any such redeveloped area(s) that is not covered by building foundations, sidewalks, asphaltic or concrete parking areas and driveways, two feet
of documented clean fill material, or another cover approved in writing by DEQ in advance. Soil Import and Export 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 subparagraph 12.b. Vapor Intrusion 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 and public health from the 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 the intrusion of subsurface vapors into 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, or alternate standards approved in writing in advance by DEQ, and that a professional engineer licensed in North Carolina, as evidenced by said engineer’s professional
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seal, is satisfied that the design is fully protective of public health, 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 as-built diagrams, photographs, and a description of the installation, with said engineer’s professional seal confirming that the engineer is satisfied that the system was installed per the DEQ approved design. If any deviations from the system design were necessary during installation, then the report shall include details on said deviations, as well as the engineer’s
seal certifying the VIMS, as installed, was installed in such a manner so as to be fully protective of public health. Property Access i. Neither DEQ, nor any party conducting environmental assessment or remediation
at the Brownfields Property at the direction of, or pursuant to a permit, order or agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for purposes of conducting such assessment or remediation, which is to be conducted using reasonable efforts to minimize interference with authorized uses of the Brownfields Property. Damage to Wells j. 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. Chemical Storage and Use k. None of the contaminants known to be present in the environmental media at the
Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ in
writing if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be used or stored at the Brownfields Property without the prior written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities; ii. as constituents of fuels, lubricants and oils in emergency generators, machinery, equipment and vehicles in on-board tanks integral to said equipment or in flammable liquid storage containers totaling no more than 25 gallons;
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 customarily used and stored in high-density residential, office, retail, restaurant, entertainment, hotel, brewery or food production facility,
institutional, recreation, open space, parking, and, with prior written DEQ approval, other
commercial environments, provided such products and materials are stored in original retail packaging and used and disposed of in accordance with applicable laws.
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Notification of Tenants l. 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 subparagraph as to leasehold interests: (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 subparagraph, 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. Land Use Restriction Update m. 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. If the Brownfields Property is transferred, the grantor shall submit a LURU
(as outlined above) which covers the period of time the grantor owned the Brownfields Property during the calendar year of the transfer. The submitted LURU shall state the following: i. the Brownfields Property address, and the name, mailing address,
telephone number, and contact person’s e-mail address of the owner, or board, association or
approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a joint LURU is submitted, acquired any part of the Brownfields Property during the previous calendar year; ii. the transferee’s name, mailing address, telephone number, and contact
person’s e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is
submitted, transferred any part of the Brownfields Property during the previous calendar year; iii. whether any vapor barrier and/or mitigation systems installed pursuant to subparagraph 12.h. above are performing as designed, and whether the uses of the ground floors, including any tenant renovations, of any buildings containing such vapor barrier and/or mitigation
systems have changed, and, if so, how, and under which precautions so as not to interfere with the
operation of said system. For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ Brownfields Property Management Branch referenced in subparagraph 31.a. of
Exhibit A hereto, at the address stated therein. ENFORCEMENT
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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 _______________, 2023.
WP YANDLE, LLC By: __________________________________________ Jay Levell
Manager 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: _____________________
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************************************ ACKNOWLEDGEMENT OF PROPERTY OWNERS As the current owner, or representative of said owner, of at least part of the Brownfields Property,
I hereby acknowledge recordation of this Notice of Brownfields Property and the Land Use Restrictions contained therein. SSC-WPP Brevard Owner, LLC By:
____________________________________________________________________________ Name: Date Title: ________________________
_______________ 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: _____________________ AOP II Apartments Venture, LLC By: CARCH 103 AOP II, L.P., its Operations Manager
By: Maple Multi-Family Development, L.L.C., its general partner
By: ________________________________________________________________________ Name: Date Title:
________________________
_______________ 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: _____________________
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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: _________________________________________ ________________________ Bruce Nicholson, Chief Date
Brownfields Redevelopment Section Division of Waste Management
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EXHIBIT A NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF: WP Yandle, LLC UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re: BROWNFIELDS PROPERTY REUSE ACT ) Yandle-Witherspoon Supply, Inc.
OF 1997, NCGS § 130A-310.30, et seq. ) 1001, 1017 1101, & 1107 North ) Brevard Street Brownfields Project No. 24010-20-060 ) Charlotte, Mecklenburg County I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and WP Yandle, 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 1001, 1017, 1101, and 1107 North Brevard Street, Charlotte,
Mecklenburg County (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 WP Yandle, LLC, a North Carolina limited liability
company with its principal office located at 4064 Colony Road, Suite 310, Charlotte, North
Carolina 28211. Its Manager is Jay Levell 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 WP Yandle, LLC for contaminants at the Brownfields Property.
The Parties agree that WP Yandle, LLC’s entry into this Agreement, and the actions
undertaken by WP Yandle, LLC in accordance with the Agreement, do not constitute an
admission of any liability by WP Yandle, LLC for contaminants at the Brownfields Property.
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The resolution of this potential liability, in exchange for the benefit WP Yandle, 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 WP Yandle, 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. Refer to the Exhibit 2 to this Agreement
that presents data table(s) 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 Address(es) & Parcel IDs 1001, 1017, 1101 and 1107 North Brevard Street; Parcels: 08104106 and 08104107 Acreage 4.8516
Current Property Owner SSC-WPP Brevard Owner, LLC and AOP II Apartments
Venture, LLC
Current Land Use(s) The Brownfields Property is currently under redevelopment
Site Vicinity Land Use(s) Residential, commercial, and industrial
Proposed Reuse(s)
High density residential, industrial, office, retail, restaurant, brewery or food production facility, recreation, institutional, entertainment, hotel, open space, parking, and with DEQ’s prior written approval, other commercial uses
Public Benefits of Reuse
Job creation, tax base increase, expanded use of public transportation, green space preservation, “smart growth,”
increased productivity, spur to additional community
investment and redevelopment, and additional high-density residential, commercial, and other types of space for the area.
Existing Land Use The following documents imposed land use restrictions on
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BROWNFIELDS PROPERTY INFORMATION SUMMARY
Restrictions Prior to Brownfields Agreement portions of the Brownfields Property: (i) DEQ Dry-Cleaning Solvent Cleanup Act (DSCA) Notice of Dry-Cleaning
Solvent Remediation (Project ID No. DC60-0044) recorded on August 23, 2010 at Book 25843, Page 814 of the Mecklenburg County Register of Deeds; and (ii) Notice of Brownfields Property BP# 20005-16-060 recorded on August 8, 2017 at Book 32028, Page 683 of the Mecklenburg County
Register of Deeds (as amended by Amendment to Notice of Brownfields Property and Amendment to Brownfields Agreement recorded on January 21, 2020 at Book 34219, Page 28 of the Mecklenburg County Register of Deeds). The
Notice of Brownfields Property and Brownfields Agreement
for BP# 20005-15-060 are SUPERSEDED as to the Brownfields Property as provided in paragraph 12 below.

ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations & Contaminant Sources
A large portion of Parcel 08104106 was developed with multiple residences from at least 1911 until they were demolished in the late 1960s. From at least 1929 to the 1980s,
a railroad spur that provided access to the neighboring Highland Park Mill traversed the Brownfields Property. By the early 1950s, the parcel was also developed with a commercial building that contained a wholesale fruit distributor and a paint supplier. The parcel was developed
with the former commercial building in the mid-1970s. The eastern portion of the Brownfields Property (former Parcels 08104103, 08104203, and a portion of former parcel 08104201) were historically associated with the former Highland Park Mill and were subject to the Highland Park
Mill Brownfields Agreement (NCBP# 20005-16-060) prior to being superseded by the Notice of Brownfields Property referenced below in paragraph 16 and this Agreement. A 2,000-gallon gasoline UST for on-site fueling operations
formerly operated at the Brownfields Property. During the
removal of the UST in 1990, petroleum impacted soils were discovered. Based on closure soil sample results, DEQ issued a No Further Action letter in October 2007 (Leaking UST Incident No. 36379).
The southeast portion of the Brownfields Property was used as a church, a woodworking business, and, from approximately 1959 until 1979, a dry cleaner (Gay Laundry and Cleaners). The former dry cleaners was assessed and
remediated while participating in the DEQ DSCA program
(Project ID No. DC60-0044), which issued a Notice of No
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ENVIRONMENTAL INFORMATION SUMMARY
Further Action for the DSCA site on August 30, 2010. Current Operations/Activities The property is currently vacant and under redevelopment.
Contaminated Media
Soil: Several semi-volatile organic compounds, arsenic, and hexavalent chromium exceed Residential Preliminary Soil Remediation Goals (PSRGs).
Groundwater: Metals exceeding NCAC 2L Groundwater
Quality Standards include arsenic, cadmium, chromium, and lead. Several volatile organic compounds, including trichloroethylene (TCE) and tetrachloroethylene (PCE) also exceeded NCAC 2L Groundwater Quality Standards.

Sub-Slab and Exterior Soil Gas: No VOCs were detected above the applicable DEQ Vapor Intrusion Screening Levels (VISLs).
Indoor Air: VOCs, including the dry-cleaning solvent PCE
and its daughter compound TCE, were detected above the applicable DEQ VISLs within the former Gay Laundry and Cleaners building.
Surface Water/Sediment:
• Sediment: Arsenic, hexavalent chromium, lead, and benzo(a)pyrene were detected above Residential PSRGs.
• Surface Water: Copper, nickel, and PCE were detected above NC 2B Surface Water Standards for Class C waters.
ID Numbers/Permits DSCA Notice of Dry-Cleaning Solvent Remediation, Project ID No. DC60-0044, August 23, 2010 NC UST Incident #36379, NFA October 15, 2007
Onsite Receptors Considered On-site workers, construction workers, visitors, animals, and future residents
Potential Offsite Receptors Considered
i. Water supply wells: No water supply wells were identified within 1,500 ft. of the Brownfields Property. ii. A Brownfields Receptor Survey has been completed.

iii. Surface water: VOCs were detected in surface water originating from a potential offsite source(s).
Potential offsite migration pathways
Groundwater: The surrounding area is served by municipal
water. Soil Vapor: Potential soil vapor pathways include soil and utilities.
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ENVIRONMENTAL INFORMATION SUMMARY
Surface Water: An unnamed tributary to Little Sugar Creek is
impacted by contaminants from offsite sources.

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
Site Assessment for Underground Storage Tank Closure SPATCO Environmental May 3, 1990
Phase I Environmental Site Assessment Terracon Consultants, Inc. August 1, 2018
Phase I Environmental Site Assessment Terracon Consultants,
Inc.
December 16, 2019
Phase I Environmental Site Assessment Terracon Consultants,
Inc.
December 30, 2020
Phase I ESA Hart & Hickman, PC July 27, 2021
Brownfields Assessment Report Hart & Hickman, PC July 12, 2021
Brownfields Assessment Report, Highland
Park Mill Brownfields Site
Terracon Consultants,
Inc.
November 17, 2016
Composite Soil Sample Analytical Results Summary and Soil Export Request Terracon Consultants, Inc. October 16, 2018
Ambient Air and Sub-Slab Vapor Sampling Results- Gay Laundry and Cleaners – DSCA
ID No. 60-0044
Hart & Hickman, PC March 16, 2010
Risk Management Plan Gay Laundry and Cleaners DSCA ID No. 60-0044 Hart & Hickman April 29, 2010
Remedial Investigation Report, Consolidated Group Inc. Brown and Caldwell March 2002

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 February 18, 2020 and a
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request to amend the BPA on March 23, 2021, and the following:
a. On November 19, 2019, Prospective Developer's affiliate contracted to
purchase a portion of the Brownfields Property.
b. On February 2, 2021, Prospective Developer acquired a large portion of current
Parcel 08104106.
c. On January 28, 2022, Prospective Developer (i) acquired the remaining portions
of the Brownfields Property subject to the Highland Park Mill Brownfields Agreement, (ii)
conveyed a portion of the Brownfields Property to AOP II Apartments Venture, L.L.C., and (iii)
conveyed a portion of the Brownfields Property to SSC-WPP Brevard Owner, LLC.
d. On December 8, 2021, a Vapor Intrusion Mitigation Plan (VIMP) was submitted
to DEQ. The VIMP was subsequently approved by DEQ on February 17, 2022, and DEQ
approved of a VIMS Installation Completion Report, Alexan Optimist Park Phase II, by letter
dated September 28, 2023. An Environmental Management Plan was approved by DEQ on August
16, 2021. Final grade soil sampling was conducted on parcel 08104106, and DEQ issued a letter
approving the final grade soil sampling on October 24, 2023.
e. Prospective Developer owned and operated portions of the Brownfields Property
subject to the Highland Park Mill Brownfields Agreement, and Prospective Developer cooperated
with AOP II Apartments Venture, L.L.C. and SSC-WPP Brevard Owner, LLC’s ownership,
operation, and development of the Brownfields Property in compliance with the VIMP, the
Environmental Management Plan, and the Highland Park Mill Brownfields Agreement.
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
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substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial, and
technical means to fully implement this Agreement and assure the safe use of the Brownfields
Property; and
e. Prospective Developer has complied with all applicable procedural
requirements.
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. the creation of construction and service industry jobs;
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b. an increase in tax revenue for affected jurisdictions;
c. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint;
d. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”);
e. an increase in the Brownfields Property’s productivity;
f. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise; and
g. additional high-density rental residential, commercial, and amenities.
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 Redevelopment Section 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 Redevelopment Section 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) credit categories incorporated into the U.S. Green Building Council
Leadership in Energy and Environmental Design (LEED) certification program (Integrative
Process, Location and Transportation, Sustainable Sites, Water Efficiency, Energy &
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Atmosphere, Materials & Resources, Indoor Environmental Quality, Innovation, 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.
To the extent that any portion of the Brownfields Property as depicted on the survey
plat component of the Notice referenced below in paragraph 16 and recorded in the
Mecklenburg County land records on ______________________ at Book ___________ ,
Page ___________ (“Yandle-Witherspoon Plat”) is subject to (i) the Notice of Brownfields
Property for Highland Park Mill (NCBP# 20005-16-060) previously recorded in the
Mecklenburg County Register of Deeds, Book 32028, Pages 683-737 on August 8, 2017,
and/or (ii) the Amendment to Notice of Brownfields Property and Amendment to
Brownfields Agreement previously recorded in the Mecklenburg County Register of Deeds,
Book 34219, Pages 28-39 on January 21, 2020, this Agreement and the Notice referenced
below in paragraph 16 SUPERSEDE the Highland Park Mill Notice of Brownfields
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Property and Brownfields Agreement (as amended) as to all of the Brownfields Property
depicted on the Yandle-Witherspoon Plat and replaces the previous land use restrictions
applicable to any portion of the Brownfields Property depicted on the survey plat
component to the Highland Park Mill Brownfields Agreement with those provided below in
subparagraphs 12.a. through 12.m. upon the recording of the Notice referenced in
paragraph 16 below.
To the extent that any portion of the Brownfields Property as depicted on the
Yandle-Witherspoon Plat is subject to the Notice of Dry-Cleaning Solvent Remediation
previously recorded in the Mecklenburg County Register of Deeds, Book 25843, Pages 814-
824 on August 23, 2010, that Notice of Dry-Cleaning Solvent Remediation remains in full
force and effect unless and until it is cancelled by the DEQ, and this Agreement and the
Notice referenced in paragraph 16 below are hereby incorporated therein by reference.
The Land Use Restrictions contained in this Brownfields Agreement and the Notice
referenced below in paragraph 16 are intended by DEQ to supplement the Land Use
Restrictions contained in that Notice of Dry-Cleaning Solvent Remediation. Upon the
recording of the Notice referenced in paragraph 16 below, and for so long as this
Agreement and the Notice referenced in paragraph 16 below remain in effect, compliance
with the Land Use Restrictions provided below in subparagraphs 12.a. through 12.m. shall
serve as compliance with Land Use Restrictions 1, 2, 3, 4, and 5 contained in the Notice of
Dry-Cleaning Solvent Remediation. Likewise, any violation of the Land Use Restrictions
provided below in subparagraphs 12.a. through 12.m. shall constitute a violation of the
applicable Land Use Restriction(s) contained in the Notice Dry-Cleaning Solvent
Remediation. All other requirements contained in the Notice of Dry-Cleaning Solvent
Remediation shall continue to apply in addition to the requirements set forth in this
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Agreement and the Notice referenced in paragraph 16 below unless and until the Notice of
Dry-Cleaning Solvent Remediation is cancelled by the DEQ.
All references to DEQ shall be understood to include any successor in function.
Land Uses
a. No use may be made of the Brownfields Property other than for high density
residential, industrial, office, retail, restaurant, brewery or food production facility, recreation,
institutional, entertainment, hotel, open space, parking, and with DEQ’s prior written approval,
other commercial uses. These land uses and their definitions below apply solely for purposes of
this Agreement, and do not waive any local zoning, rule, regulation, or permit requirements:
i. “High Density Residential” is defined as for-rent-only permanent
dwellings where residential units are attached to each other with common walls, such as
apartments, group homes, dormitories or boarding houses, and any property outside the dwelling
structures is usable by all residents and not privately owned as part of a particular unit (e.g.,
privately-owned courtyards are prohibited), and may include related amenities, such as pools,
clubhouses, courtyards, common areas, recreation areas and parking garages. Single family
homes are prohibited; townhomes, duplexes or other units with yards are prohibited unless
approved in writing by DEQ in advance.
ii. “Industrial” defined as the assembly, fabrication, manufacture,
processing, warehousing, or distribution of goods or materials, and can include flex parks, and
research and development uses.
iii. “Office” defined as the provision of business or professional services.
iv. “Retail” defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and/or beverage products (including mobile establishments such as food
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trucks).
v. “Restaurant” defined as a commercial business establishment that
prepares and/or serves food and/or beverages to patrons.
vi. “Entertainment” defined as private, public, and community activities
(such as, for example, festivals, theater, musical events or shows), which may include food
and/or beverage service.
vii. “Hotel” defined as the provision of overnight lodging to paying
customers, and to associated food services, gym, reservation, cleaning, utilities, parking and on-
site hospitality, management and reception services.
viii. “Brewery or Food Production Facility” defined as an establishment
for the manufacture, sale and/or distribution of beverages and/or food products, including
without limitation beer and ale and distilled spirit products, together with associated public
roadways and related infrastructure.
ix. “Institutional” defined as the use of land, buildings or structures for
public, non-profit or quasi-public purposes, such as libraries, community centers, post-secondary
education facilities, or health care facilities.
x. “Recreation” defined as indoor and outdoor exercise-related, physically
focused, or leisure-related activities, whether active or passive, and the facilities for same,
including, but not limited to, studios, swimming pools, sports-related courts and fields, open
space, greenways, parks, playgrounds, walking paths, and picnic and public gathering areas.
xi. “Open Space” defined as land maintained in a natural or landscaped
state and used for natural resource protection, buffers, greenways, or detention facilities for
stormwater.
xii. “Parking” defined as the temporary accommodation of motor vehicles
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in an area designed for same.
xiii. “Commercial” defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
Environmental Management Plan
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. demolition of existing buildings, if applicable;
ii. issues related to known or potential sources of contamination, including
without limitation those resulting from contamination identified in paragraph 3 above;
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 and DEQ approval of both fill soil
before import to the Brownfields Property and the disposition of all soil excavated from the
Brownfields Property during redevelopment.
Redevelopment Reporting
c. No later than January 31 after each one-year anniversary of the effective date of
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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).
Groundwater and Surface Water
d. Groundwater and surface water at the Brownfields Property may not be used
for any purpose without the prior written approval of DEQ along with any measures DEQ deems
necessary to ensure that the Brownfields Property will be suitable for the uses specified in
subparagraph 12.a. above while fully protecting public health and the environment. Should
groundwater or surface water be encountered or exposed during any activity on the Brownfields
Property, it shall be managed in accordance with the DEQ-approved EMP outlined in
subparagraph 12.b., or a plan approved in writing in advance by DEQ.
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Soil
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 inches;
ii. mowing and pruning of above-ground vegetation;
iii. for repair of underground infrastructure, provided that DEQ shall be
given written notice at least seven days in advance of a scheduled repair (if only by email) of any
such repair, or in emergency circumstances no later than the next business day, and that any related
assessment and remedial measures required by DEQ shall be taken; and
iv. in connection with work conducted in accordance with a DEQ-
approved Environmental Management Plan (EMP) as outlined above in subparagraph 12.b.
Final Grade Sampling
f. No use of the Brownfields Property where physical redevelopment has taken
place pursuant to a DEQ-approved EMP as outlined in subparagraph 12.b above may occur until
the then owner of the Brownfields Property conducts representative final grade soil sampling,
pursuant to a plan approved in writing by DEQ, of any such redeveloped area(s) that is not
covered by building foundations, sidewalks, asphaltic or concrete parking areas and driveways,
two feet of documented clean fill material, or another cover approved in writing by DEQ in
advance.
Soil Import and Export
g. Soil may not be removed from, or brought onto, the Brownfields Property
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without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined above in subparagraph 12.b.
Vapor Intrusion
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 and public
health from the 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 the intrusion of subsurface vapors into
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, or alternate standards approved in writing in advance by
DEQ, and that a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal, is satisfied that the design is fully protective of public health, 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 as-built diagrams, photographs, and a description of the installation, with
said engineer’s professional seal confirming that the engineer is satisfied that the system was
installed per the DEQ approved design. If any deviations from the system design were necessary
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during installation, then the report shall include details on said deviations, as well as the
engineer’s seal certifying the VIMS, as installed, was installed in such a manner so as to be fully
protective of public health.
Property Access
i. Neither DEQ, nor any party conducting environmental assessment or
remediation at the Brownfields Property at the direction of, or pursuant to a permit, order or
agreement issued or entered into by DEQ, may be denied access to the Brownfields Property for
purposes of conducting such assessment or remediation, which is to be conducted using
reasonable efforts to minimize interference with authorized uses of the Brownfields Property.
Damage to Wells
j. 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.
Chemical Storage and Use
k. None of the contaminants known to be present in the environmental media at
the Brownfields Property, as described in Exhibit 2 of this Agreement and as modified by DEQ
in writing if additional contaminants in excess of applicable standards are discovered at the
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as constituents of fuels, lubricants and oils in emergency generators,
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machinery, equipment and vehicles in on-board tanks integral to said equipment or in flammable
liquid storage containers totaling 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 customarily used and stored in high-density
residential, office, retail, restaurant, entertainment, hotel, brewery or food production facility,
institutional, recreation, open space, parking, and, with prior written DEQ approval, other
commercial environments, provided such products and materials are stored in original retail
packaging and used and disposed of in accordance with applicable laws.
Notification of Tenants
l. 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
subparagraph as to leasehold interests: (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 subparagraph, 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
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in Section XVII.
Land Use Restriction Update
m. 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. If the Brownfields Property is transferred, the
grantor shall submit a LURU (as outlined above) which covers the period of time the grantor
owned the Brownfields Property during the calendar year of the transfer. The submitted LURU
shall state the following:
i. the Brownfields Property address, and the name, mailing address,
telephone number, and contact person’s e-mail address of the owner, or board, association or
approved entity, submitting the LURU if said owner, or each of the owners on whose behalf a
joint LURU is submitted, acquired any part of the Brownfields Property during the previous
calendar year;
ii. the transferee’s name, mailing address, telephone number, and contact
person’s e-mail address, if said owner, or each of the owners on whose behalf a joint LURU is
submitted, transferred any part of the Brownfields Property during the previous calendar year;
iii. whether any vapor barrier and/or mitigation systems installed pursuant
to subparagraph 12.h. above are performing as designed, and whether the uses of the ground
floors, including any tenant renovations, of any buildings containing such vapor barrier and/or
mitigation systems have changed, and, if so, how, and under which precautions so as not to
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interfere with the operation of said system.
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.
VIII. ACCESS/NOTICE TO SUCCESSORS IN INTEREST
15. In addition to providing access to the Brownfields Property pursuant to subparagraph
12.i. above, Prospective Developer shall provide DEQ, its authorized officers, employees,
representatives, and all other persons performing response actions under DEQ oversight, access
at all reasonable times to other property controlled by Prospective Developer in connection with
the performance or oversight of any response actions at the Brownfields Property under
applicable law. Such access is to occur after prior notice and using reasonable efforts to
minimize interference with authorized uses of such other property except in response to
emergencies and/or imminent threats to public health and the environment. While Prospective
Developer owns the Brownfields Property, DEQ shall provide reasonable notice to Prospective
Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
16. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
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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
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.
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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
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 February 18, 2020, and by the Amended
Brownfields Property Application dated March 23, 2021, by which it applied for this Agreement.
That use is that which is provided in subparagraph 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
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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.
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
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Yandle-Witherspoon Supply, Inc./24010-20-060/20231116
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
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.
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Yandle-Witherspoon Supply, Inc./24010-20-060/20231116
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
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
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Yandle-Witherspoon Supply, Inc./24010-20-060/20231116
§ 130A-310.37.
28. Except for the land use restrictions set forth in subparagraph 12.a. above and NCGS
§ 130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the
same extent as to a prospective developer, no rights, benefits or obligations conferred or imposed
upon Prospective Developer under this Agreement are conferred or imposed upon any other
person.
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
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.
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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 Branch (or successor in function) N.C. Division of Waste Management Brownfields Redevelopment Section
Mail Service Center 1646 Raleigh, NC 27699-1646 b. for Prospective Developer:

Jay Levell WP Yandle, LLC 4064 Colony Road, Suite 310 Charlotte, North Carolina 28211

Notices and submissions sent by prepaid first-class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
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
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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 VIII
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of the Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).
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
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.
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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.

IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY By: ____________________________________________________________________________ Bruce Nicholson Date
Chief, Brownfields Redevelopment Section

IT IS SO AGREED: WP Yandle, LLC By: ____________________________________________________________________________
Jay Levell Date Manager
USGS The National Map: National Boundaries Dataset, 3DEP Elevation
Program, Geographic Names Information System, National Hydrography
Dataset, National Land Cover Database, National Structures Dataset,
and National Transportation Dataset; USGS Global Ecosystems; U.S.
Census Bureau TIGER/Line data; USFS Road Data; Natural Earth Data;
U.S. Department of State Humanitarian Information Unit; and NOAA
National Centers for Environmental Information, U.S. Coastal Relief
Model. Data refreshed May, 2020.
SITE LOCATION MAP
YANDLE-WITHERSPOON SUPPLY INC.
NBREVARD STREET$1'%(/0217$9(18(
CHARLOTTE, NORTH CAROLINA
DATE: 5-13-21
JOB NO: WPP-014
REVISION NO: 0
FIGURE NO: 1
3921 Sunset Ridge Road, Ste. 301
Raleigh, North Carolina 27607
919-847-4241 (p) 919-847-4261 (f)
License # C-1269 / # C-245 Geology
TITLE
PROJECT
0 2,000 4,000
SCALE IN FEET
SITE
Path: \\HHFS01\Redirectedfolders\sperry\My Documents\ArcGIS\PROJECTS\WPP-014\Figure 1 - Site Location Map.mxdN
U.S.G.S. QUADRANGLE MAP
CHARLOTTE EAST, NORTH CAROLINA 2013
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
EXHIBIT 1
24010-20-060/Yandle-Witherspoon/20230427
00305-013/00473967
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Exhibit 2 Brownfields Property Name: Yandle-Witherspoon Supply, Inc. Brownfields Project Number: 24010-20-060 The following tables set forth, for contaminants present at the Brownfields Property above unrestricted use standards or screening levels as reported in the Environmental Reports in paragraph 4 of the Brownfields Agreement to which this is an exhibit, 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 or mitigation 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, 2022 version):
Groundwater Contaminant Sample Location
Date of
Sampling
Concentration Exceeding
Standard (µg/L)
Standard
(µg/L)
Arsenic
GW-03 9/23/2016 14.7
10 GW-08 11/2/2016 14.0
MW-16i 10/8/2001 13
Cadmium GW-03 9/23/2016 4.8 2 MW-11i 10/4/2001 17
Chromium
GW-03 9/23/2016 27
10
GW-06 9/23/2016 23.4
GW-07 9/23/2016 113
GW-08 9/23/2016 282
MW-11i 10/4/2001 67
MW-16i 10/8/2001 140
11/5/2001 15 1,2-Dichlroropropane SLGW-17 2001 0.87 0.6 4-Methyl-2-Pentanone MW-11i 10/4/2001 4.2 J NE
Lead
GW-03 9/23/2016 61.3
15 GW-08 11/1/2016 74.6 MW-11i 10/4/2001 22

24010-20-060/Yandle-Witherspoon/20230427
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Groundwater Contaminant Sample Location Date of Sampling
Concentration Exceeding
Standard (µg/L)
Standard
(µg/L)
Tetrachloroethylene
MW-11i 10/4/2001 10
0.7
MW-12s 10/3/2001 1.8
SLGW-17 2001 1.0
SLGW-20 2001 0.72
TWP-1 11/8/2007 4.91
TWP-2 8/11/2006 5.83 MW-2 11/8/2007 9.0 MW-3 11/8/2007 8.4
MW-4 11/8/2007 5.9
Trichloroethylene SLGW-17 2001 8.4 3 MW-2 11/8/2007 3.4
MW-3 11/8/2007 3.2
J – Compound was detected at a concentration above the laboratory method detection limits, but below the
laboratory reporting limits resulting in a laboratory estimated concentration.
NE – No established screening level or regulatory standard

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GROUNDWATER VAPOR INTRUSION RISK
Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter (the equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Residential Vapor Intrusion Screening Levels of the Division of Waste Management January 2023 version):
Groundwater Contaminant with Potential for Vapor Intrusion
Sample Location Date of Sampling
Concentration Exceeding Screening Level
(µg/L)
Residential VI Screening Level1
(µg/L)
Chloroform SLGW-20 2001 1.5 0.81 GW-07 4/28/2021 3.8
Trichloroethylene SLGW-17 2001 8.4 1 MW-2 11/8/2007 3.4 MW-3 11/8/2007 3.2
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
24010-20-060/Yandle-Witherspoon/20230427
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SOIL Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Residential Health-Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (January 2023 version):
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration Exceeding Screening Level (mg/kg)
Residential Screening Level1 (mg/kg)
Arsenic
BF-SED-1 0-0.5 4/28/2021 4.032
0.68
BF-SED-2 0-0.5 4/28/2021 3.622
SED-2 0-0.5 2001 2.1 BN
SED-3 DUP 0-0.5 2001 2.7 BN
EX-1 0-5 4/27/2021 1.412
EX-2 0-5 4/27/2021 1.672
EX-3 0-5 4/27/2021 3.852
EX-4 0-5 4/27/2021 7.19
EX-5 0-5 4/27/2021 0.899 J2
EX-6 0-5 4/27/2021 1.02 J2
EX-7 0-5 4/26/2021 1.892
SB-1 8-10 4/26/2021 1.812
SB-DUP3 0-2 4/27/2021 0.691J
SB-3 0-2 4/27/2021 1.702
SB-4 0-2 4/27/2021 1.05 J2
Benzo(a)pyrene EX-1 0-5 4/27/2021 0.141 J 0.11 SED-2 0-0.5 2001 0.28
Benzo(g,h,i)perylene SED-2 0-0.5 2001 0.16 J NE

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Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration Exceeding Screening Level (mg/kg)
Residential Screening Level1
(mg/kg)
Chromium (VI)
BF-SED-2 0-0.5 4/28/2021 1.11 J
0.31
SED-2 0-0.5 2001 2.7 N
SED-3 / SED-3 DUP 0-0.5 2001 3.2 N / 2.7 N
EX-1 0-5 4/27/2021 0.700 J
EX-2 0-5 4/27/2021 0.450 J
EX-3 0-5 4/27/2021 0.737 J
EX-5 0-5 4/27/2021 0.568 J
EX-6 0-5 4/27/2021 0.576 J
EX-7 0-5 4/26/2021 0.466 J
SB-1 8-10 4/26/2021 2.04
SB-2 / SB-DUP 0-2 4/27/2021 0.461 J/ 0.693 J
SB-3 0-2 4/27/2021 0.332 J
SB-4 0-2 4/27/2021 0.588 J
Lead SED-3 0-0.5 2001 435 400
Phenanthrene
EX-1 0-5 4/27/2021 0.181 J
NE BF-SED-1 0-0.5 4/28/2021 0.186 J
SED-2 0-0.5 2001 0.38
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. 2Arsenic concentrations within local background concentrations (Brownfields Assessment Report, Yandle-Witherspoon Supply, Inc., July 12, 2021) 3SB-DUP collected at SB-2 boring location. J – Compound was detected at a concentration above the laboratory method detection limits but below the laboratory reporting limits, resulting in a laboratory estimated concentration. D – Sample was diluted by the laboratory for analysis. N – Predigested spike recovery was not within laboratory control limits. NE – No established screening level or regulatory standard
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SUB-SLAB VAPORSOIL GAS
Sub-slab Ssoil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste Management (January 2023 version):
Soil Gas Contaminant Sample Location Date of Sampling
Concentration Exceeding Screening Level (µg/m3)
Residential Screening Limit1
(µg/m3)
Chloroethane SGP-2 4/29/2021 1.1 NE
Ethanol
SGP-2 4/29/2021 152
NE SGP-3 4/29/2021 251
SGP-4 4/29/2021 727
4-Ethyltoluene SGP-3 4/29/2021 1.3 J NE SGP-4 4/29/2021 2.2 J
2-Propanol SGP-2 4/29/2021 10.7 NE SGP-3 4/29/2021 8.3 SGP-4 4/29/2021 4.0 J
Tetrahydrofuran SGP-4 4/29/2021 2.8 NE
Trichlorofluromethane
SGP-2 4/29/2021 5.4
NE SGP-3 4/29/2021 3.0
SGP-4 4/29/2021 17.3
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.
Acetone was detected in every sub-slab soil gas sample collected; however, because acetone is a common analytical
laboratory introduced compound, the Soil Gas Screening Level (SGSL) for acetone is no longer being published. The
most recent Residential SGSL for acetone was 220,000 ug/m3 and none of the detected concentrations exceeded this
limit. Therefore, acetone data is not summarized on this table, but remain available in the reports related to this
property.
J – Compound detected at a concentration above the laboratory method detection limits but below the laboratory
reporting limits, resulting in a laboratory estimated concentration.
NE – No established screening level or regulatory standard

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SOIL GAS

Soil gas contaminants in micrograms per cubic meter, the screening levels for which are
derived from Residential Vapor Intrusion Screening Levels of the Division of Waste
Management (January 2023 version):

Soil Gas Contaminant Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening
Level
(µg/m3)
Residential
Screening
Limit1
(µg/m3)
Ethanol
SGP-1 4/29/2021 22.7
NE
SGP-5 4/29/2021 37.8
SGP-6 4/29/2021 41.1
SGP-7 /
SGP-DUP 4/29/2021 18.9/15.0
SGP-8 4/29/2021 31.7
SGP-9 4/29/2021 18.6
4-Ethyltoluene SGP-6 4/29/2021 1.5 J NE SGP-8 4/29/2021 2.0 J
2-Propanol
SGP-1 4/29/2021 7.6
NE
SGP-5 4/29/2021 19.7
SGP-6 4/29/2021 5.8
SGP-7 /
SGP-DUP 4/29/2021 4.0 J/3.6 J
SGP-8 4/29/2021 12.1
SGP-9 4/29/2021 3.1 J
Tetrahydrofuran SGP-5 4/29/2021 1.2 J NE SGP-DUP2 4/29/2021 0.65 J
Trichlorofluromethane
SGP-1 4/29/2021 0.64 J
NE
SGP-5 4/29/2021 2.6
SGP-6 4/29/2021 6.0
SGP-7 /
SGP-DUP 4/29/2021 1.8 J/2.5
SGP-9 4/29/2021 5.8
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.
2SGP-DUP collected at SGP-7.
Acetone was detected in select soil gas samples; however, because acetone is a common analytical laboratory
introduced compound, the SGSL for acetone is no longer being published. The most recent Residential SGSL for
24010-20-060/Yandle-Witherspoon/20230427
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acetone was 220,000 ug/m3 and none of the detected concentrations exceeded this limit. Therefore, acetone data is
not summarized on this table, but remain available in the reports related to this property.
J – Compound was detected at a concentration above the laboratory method detection limits but below the laboratory
reporting limits, resulting in a laboratory estimated concentration.
NE – No established screening level or regulatory standard

SURFACE WATER
Surface water contaminants (in micrograms per liter, the equivalent of parts per billion), the unrestricted use standards for which are contained in Title 15A of the North Carolina Administrative Code, Subchapter 2B, Rule .0208 (July 26, 2021 version):
Surface Water
Contaminant
Sample
Location Date of Sampling
Concentration
Exceeding
Standard
(µg/L)
Standard1
(µg/L)
Bromodichloromethane BF-SW-1 4/28/2021 0.35 J NE
Copper SUR-3/
SUR-3 DUP 12/2000 33.9 / 37.5 11.1321
cis-1,2-Dichloroethene
SW-01 9/20/2016 1.3
NE SUR-3/
SUR-3 DUP 12/2000 0.24 J / 0.23 J
Nickel SUR-3/
SUR-3 DUP 12/2000 53.3 / 57 64.5121
Tetrachloroethene
SUR-2 12/2000 1.2
0.73.3 SUR-3/
SUR-3 DUP 12/2000 14 / 14
Trichloroethylene SUR-3/
SUR-3 DUP 12/2000 2.7 / 2.7 2.5
Toluene BF-SW-1 4/28/2021 0.81 J NE
1 Surface water standards are for Class C surface waters. 2 Standard derived using the DEQ Hardness-Dependent Metal Calculator dated June 26, 2021 using the average in-stream hardness value of 129 milligrams per liter as CaCO3. J – Compound was detected at a concentration above the laboratory method detection limits but below the laboratory reporting limits, resulting in a laboratory estimated concentration. NE - No established screening level or regulatory standard
Commented [ 1]: Class C standard is 30 ppb
24010-20-060/Yandle-Witherspoon/20230427
00305-013/00473967
9
INDOOR AIR
Indoor air contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste Management (January 2023 version):
Soil Gas Contaminant Sample Location Date of Sampling
Concentration Exceeding Screening Level (µg/m3)
Residential Screening Level1
(µg/m3)
Ethanol IA-01 9/29/2016 670 E NE IA-02 9/29/2016 270 E
Ethylbenzene IA-01 9/29/2016 2.0 1.1 IA-02 9/29/2016 1.2
2-Propanol IA-01 9/29/2016 52 42 Tetrachloroethylene IAS-1 9/23/2009 810 8.3
Trichloroethylene
IAS-1 9/23/2009 2,200
0.42 IAS-3 10/29/2009 0.49 IAS-4 10/29/2009 0.43
IAS-6 1/16/2010 2.1
Trichlrofluoromethane IA-02 9/29/2016 1.3 NE
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. Acetone was detected in indoor air samples IA-01 and IA-02; however, because acetone is a common analytical laboratory introduced compound, the Indoor Air Screening Level (IASL) for acetone is no longer being published. The most recent Residential IASL for acetone was 6,500 ug/m3 and none of the detected concentrations exceeded this limit. Therefore, acetone data is not summarized on this table, but remain available in the reports related to this property. NE – No established screening level or regulatory standard E – Exceeds laboratory instrument calibration range
00305-013/00499525
Exhibit C Legal Description Project Name: Yandle-Witherspoon Supply, Inc. Project No.: 24010-20-060 That certain tract or parcel of land situated, lying and being in the City of Charlotte, County of Mecklenburg, State of North Carolina, and being more particularly described as follows: BEGINNING at an existing 1” iron pipe at the intersection formed by the eastern margin of the Seaboard Coast Line Railroad right-of-way (200’ r/w) and the northerly margin of North Brevard Street (40’ public r/w); thence with the margin of the aforesaid Seaboard Coast Line Railroad right-of-way for the following two (2) courses and distances: 1) N 42°21'09" W a distance of 204.61 feet to a point; 2) with the arc of curve turning to the left, having a radius of 5153.62 feet and an arc length of 166.24 feet (chord: N 44°13'32" W a distance of 166.24 feet) to a point in the southern margin of the Southern Railroad right-of-way (200-foot r/w); thence turning and running with and along the margin of the Southern Railroad right-of-way two (2) courses and distances as follows: 1) N 47°43'25" E a distance of 352.72 feet to a point; 2) 1) N 49°12'32" E a distance of 25.29 feet to a point; thence running across said right-of-way N 41°39'12" W a distance of 100.00 feet to a new 1/2 inch iron rod on the northerly margin of the aforesaid right-of-way; thence with the northerly margin of the aforesaid margin N 47°51'30" E a distance of 130.06 feet to a new 1/2 inch iron rod on the southwesterly boundary of Parcel A, Recombination Survey of 11.966 Acres, as recorded in Map Book 66, Page 617 of the Mecklenburg County Register of Deeds; thence with and along the southwesterly boundary of aforesaid Parcel A four (4) courses and distances as follows: 1) S 41°39'12" E a distance of 332.78 feet to an existing 1/2 inch iron rod; 2) S 71°38'07" E a distance of 100.41 feet to an existing 1/2 inch iron rod; 3) with the arc of curve turning to the left, having a radius of 819.00 feet and an arc length of 42.27 feet (chord: N 65°36'34" E a distance of 42.27 feet) to a new nail; 4) S 41°10'06" E a distance of 56.75 feet to an existing 5/8 inch iron rod on the northerly right-of-way margin of North Brevard Street; thence with northwesterly margin of North Brevard Street for the following four (4) courses and distances: 1) S 49°31'48" W, passing an existing nail at 63.23 feet, for a total distance of 221.03 feet to an existing 1/2 inch iron rod; 2) S 49°35'27" W a distance of 21.88 feet to an existing 5/8 inch iron rod; 3) S 49°49'41" W a distance of 98.14 feet to an existing 3/4 inch iron pipe; 4) S 49°47'32" W a distance of 247.26 feet back to the point and place of BEGINNING, containing an area of 211,334 square feet or 4.8516 acres of land, more or less, as shown on a plat prepared by R. B. Pharr & Associates, P.A., dated December 1, 2021 (Job No. 93614).