26004_Dilworth Auto II Draft NBP_20231115

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Property Owner: East South Crossing Owner, LLC Recorded in Book ____, Page ____ Associated plat recorded in Plat Book ____, Page ____ NOTICE OF BROWNFIELDS PROPERTY Brownfields Property Name: Dilworth Auto II Brownfields Project Number: 26004-22-060 This documentary component of a Notice of Brownfields Property (“Notice”), as well
as the plat component, have been filed this _____ day of __________________, 20___ by ______________________________ (“Prospective Developer”). This Notice concerns contaminated property.
A copy of this Notice certified by the North Carolina Department of Environmental Quality (“DEQ”) is required to be filed in the Register of Deeds’ Office in the county or counties in which the land is located, pursuant to North Carolina General Statutes (“NCGS”), § 130A-310.35(b).
This Notice is required by NCGS § 130A-310.35(a), in order to reduce or eliminate the danger to public health or the environment posed by environmental contamination at a property (“Brownfields Property”) being addressed under the Brownfields Property Reuse Act of 1997, NCGS § 130A, Article 9, Part 5 (“Act”).
Pursuant to NCGS § 130A-310.35(b), the Prospective Developer must file a certified copy of this Notice within 15 days of Prospective Developer’s receipt of DEQ’s approval of the Notice or Prospective Developer’s entry into the Brownfields Agreement required by the Act, whichever is later. The copy of the Notice certified by DEQ must be recorded in the grantor index under the names of the owners of the land and, if Prospective Developer is not
the owner, also under the Prospective Developer’s name.
The Brownfields Property is comprised of 1.1575 acres and is located at 1720 and 1728 South Boulevard and 101-115 East Boulevard, Charlotte, Mecklenburg County. The Brownfields Property was developed with at least two single-family residences and auxiliary structures around
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the early 1900s. Automotive service stations including Myers Automobile Service, Automobile Service Company Inc., and Neal’s Auto Service operated from at least 1929 to 1974 on the Brownfields Property, lumber and textile warehouses operated in the western portion of the
Brownfields Property in the 1950s and 1960s, and Dilworth Launderette/ Dilworth Washerette was potentially located there from at least 1953 to 1959. A pharmacy most recently operated on the Brownfields Property. The Prospective Developer intends to redevelop 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, and soil gas 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 used in the Brownfields Agreement. The following land use restrictions are hereby imposed
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on the Brownfields Property: 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, institutional, recreation, hotel, entertainment, open space, parking, and with DEQ’s prior written approval, other commercial uses. For purposes of this restriction, the following definitions apply:
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, processing, warehousing, or distribution of goods and 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.
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
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 or food products, including without
limitation beer, ale, and distilled spirits, 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
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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 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
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materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all legally required manifests shall be included).
Groundwater d. Groundwater 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 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. 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 to 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, or two feet of documented clean fill material. 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
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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, 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 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:
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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, or parking environments, and subject to DEQ’s prior written approval, other commercial uses, 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 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,
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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 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 _______________, 20___.
East South Crossing Owner, LLC By: __________________________________________ Jay Levell
Authorized Signatory 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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************************************ 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: East South Crossing Owner LLC UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) Dilworth Auto II OF 1997, NCGS § 130A-310.30, et seq. ) 1720 and 1728 South Boulevard; ) 101-115 East Boulevard Brownfields Project No. 26004-22-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and East South Crossing Owner 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 1720 and 1728 South Boulevard and
101-115 East Boulevard, Charlotte, Mecklenburg County, North Carolina (the “Brownfields
Property”). A map showing the location of the Brownfields Property that is the subject of this
Agreement is attached hereto as Exhibit 1.
The Prospective Developer is East South Crossing Owner LLC, a limited liability
company with its principal office located at 300 South Tryon Street, Charlotte, NC 28202. East
South Crossing Owner LLC is member-managed with its sole member being East South
Crossing Venture LLC, of the same address. Cassie McCain of the same address and Jay Levell,
4064 Colony Road, Suite 310, Charlotte, NC 28211, are Authorized Signatories of East South
Crossing Owner LLC.
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

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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 East South Crossing Owner LLC for contaminants at the Brownfields
Property.
The Parties agree that East South Crossing Owner LLC’s entry into this Agreement, and
the actions undertaken by East South Crossing Owner LLC in accordance with the Agreement,
do not constitute an admission of any liability by East South Crossing Owner LLC for
contaminants at the Brownfields Property. The resolution of this potential liability, in exchange
for the benefit East South Crossing Owner LLC shall provide to DEQ, is in the public interest.
II. DEFINITIONS
Unless otherwise expressly provided herein, terms used in this Agreement which are
defined in the Act or elsewhere in NCGS § 130A, Article 9 shall have the meaning assigned to
them in those statutory provisions, including any amendments thereto.
1. “Brownfields Property” shall mean the property which is the subject of this
Agreement, and which is depicted in Exhibit 1 to the Agreement.
2. “Prospective Developer” shall mean East South Crossing Owner 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.

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BROWNFIELDS PROPERTY INFORMATION SUMMARY
Parcel Addresses & Parcel IDs
1720 and 1728 South Boulevard and 101-115 East Boulevard
(Parcel No. 12306401). The Brownfields Property was previously identified as Parcel Nos. 12306404, 12306402, and 12306401.
Acreage 1.1575
Current Property Owner East South Crossing Owner LLC
Current Land Use(s) Vacant Site Vicinity Land Use(s) Commercial and high density residential
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, a return to productive use of the Brownfields Property, expanded use of public transportation, and smart growth
Existing Land Use Restrictions Prior to Brownfields Agreement None

ENVIRONMENTAL INFORMATION SUMMARY
Historical Operations &
Contaminant Sources
The Brownfields Property was developed with at least two
single-family residences and auxiliary structures around the early 1900s. Automotive service stations including Myers Automobile Service, Automobile Service Company Inc., and Neal’s Auto Service operated from at least 1929 to 1974 on
the Brownfields Property, lumber and textile warehouses
operated in the western portion of the Brownfields Property in the 1950s and 1960s, and Dilworth Launderette/ Dilworth Washerette was potentially located there from at least 1953 to 1959. A pharmacy most recently operated on the Brownfields
Property.
Soil impacts from petroleum compounds were identified in connection with the removal of eleven underground storage tanks from the Brownfields Property at the corner of South
Boulevard and East Boulevard and the central area of the
Brownfields Property (Myer’s Automotive Service/Eckard’s Construction Site; UST Incident Numbers 20235 and 27567). The DEQ issued a Notice of No Further Action for Incident Numbers 20235 and 27567 on July 7 and September 16,
1999, respectively.
Current Operations/Activities Vacant

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ENVIRONMENTAL INFORMATION SUMMARY
Contaminated Media
Soil: Arsenic, hexavalent chromium, the semi-volatile
compound (SVOC) naphthalene, and volatile organic compounds (VOCs) were detected above NC Residential Preliminary Soil Remediation Goals (PSRGs). Arsenic, ethylbenzene, and naphthalene were also detected at concentrations above the Non-Residential PSRGs.
Groundwater: VOCs were detected at concentrations exceeding NCAC 2L Groundwater Quality Standards. VOCs also exceeded Non-Residential NC Groundwater Vapor
Intrusion Screening Levels.
Exterior Soil Gas: VOCs were detected in exterior soil gas samples above NC DEQ Residential Vapor Intrusion Screening Levels.
ID Numbers/Permits NC DEQ UST Incident Numbers: 20235 and 27567 (NFA July 7, 1999 and September 16, 1999, respectively) Onsite Receptors Considered Future residents, workers, visitors and construction workers
Potential Offsite Receptors
Considered

i. Water supply wells: No water supply wells were identified within 1,500 feet. ii. Residential apartments are located north and northwest and
a church is located to the southwest of the Brownfields
Property iii. Surface water: No surface water is present. Potential offsite migration pathways Soil Vapor: Potential pathways via utilities

4. Environmental reports regarding the Brownfields Property referred to hereinafter as
the “Environmental Reports,” include, but are not limited to:
a. Those that the Prospective Developer obtained or commissioned regarding the
Brownfields Property:
Title Prepared by Date of Report
Brownfields Assessment Report Hart & Hickman May 31, 2022
Brownfields Assessment Report Hart & Hickman September 14, 2021

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Title Prepared by Date of Report
Brownfields Assessment Report Hart & Hickman February 1, 2021
Phase I ESA Retail Properties Hart & Hickman September 29, 2020
Phase I ESA Retail Property Hart & Hickman December 20, 2021
Underground Storage Tank Closure Report-UST/GW-12 Geo-Environmental Consultants, Inc. August 19, 1999
Eckerd’s Drug Store Construction Site Geo-Environmental
Consultants, Inc.
July 1, 1999
Closure Report: Removal of Underground
Storage Tanks
Mountain
Environmental Services, Inc.
May 3, 1999

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 September 17, 2020,
preparing and submitting to DEQ a January 18, 2022 BPA Amendment, contracting to purchase
the Brownfields Property on January 29, 2020, acquiring ownership of the Brownfields Property
on December 22, 2021, and conducting demolition of above-ground improvements on the
Brownfields Property.
6. Prospective Developer has provided DEQ with information, or sworn certifications
regarding that information on which DEQ relies for purposes of this Agreement, sufficient to
demonstrate that:
a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-

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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. a return to productive use of the Brownfields Property;

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b. the creation of construction and full time jobs;
c. an increase in tax revenue for affected jurisdictions;
d. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint; and
e. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
VI. WORK TO BE PERFORMED
9. The guidelines as embodied in their most current version, including parameters,
principles and policies within which the desired results are to be accomplished are (as to: field
procedures, laboratory testing, Brownfields 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 &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Innovation, and Regional

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Priority), or a similar program.
11. Based on the information in the Environmental Reports, other available reports, and
subject to imposition of and compliance with the land use restrictions set forth below, and
subject to Section XI of this Agreement (DEQ’s Covenant Not to Sue and Reservation of
Rights), DEQ is not requiring Prospective Developer to perform any active remediation at the
Brownfields Property other than remediation that may be required pursuant to a DEQ-approved
Environmental Management Plan (EMP) as specified in subparagraph 12.b. below.
VII. LAND USE RESTRICTIONS
12. By way of the Notice of Brownfields Property referenced below in paragraph 16,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
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, institutional,
recreation, hotel, entertainment, open space, parking, and with DEQ’s prior written approval,
other commercial uses. For purposes of this restriction, the following definitions apply:
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.,

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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, processing,
warehousing, or distribution of goods and 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.
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
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 or food products, including without
limitation beer, ale, and distilled spirits, together with associated public roadways and related

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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 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

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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;

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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
d. Groundwater 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 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.
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:

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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 any area(s) 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, or two feet of documented clean fill material.
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

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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, 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
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

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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;

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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, or parking environments, and subject to DEQ’s prior written
approval, other commercial uses, 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

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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.
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

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Developer of the timing of any response actions to be undertaken by or under the oversight of
DEQ at the Brownfields Property. Except as may be set forth in the Agreement, DEQ retains all
of its authorities and rights, including enforcement authorities related thereto, under the Act and
any other applicable statute or regulation, including any amendments thereto.
16. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property (“Notice”) for the Brownfields Property containing, inter alia, the land use restrictions
set forth in Section VII (Land Use Restrictions) of this Agreement and a survey plat of the
Brownfields Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date
of this Agreement, Prospective Developer shall file the Notice in the Mecklenburg County,
North Carolina, Register of Deeds’ Office. Within three (3) days thereafter, Prospective
Developer shall furnish DEQ a copy of the documentary component of the Notice containing a
certification by the register of deeds as to the Book and Page numbers where both the
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

00305-020/00445072 20 Dilworth Auto II/26004-22-060/202331115
of the North Carolina Public Records Law. Prospective Developer may use the following
mechanisms to comply with the obligations of this paragraph: (i) If every lease or rider is
identical in form, Prospective Developer may provide DEQ with copies of a form lease or rider
evidencing compliance with this paragraph, in lieu of sending copies of actual, executed leases,
to the persons listed in Section XVII (Notices and Submissions); or (ii) Prospective Developer
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in
Section XVII.
18. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
IX. DUE CARE/COOPERATION
19. The Prospective Developer shall exercise due care at the Brownfields Property with
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

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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 September 17, 2020 and amended on January 18,
2022, 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 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

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necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
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

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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.
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

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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
§ 130A-310.37.
28. Except for the land use restrictions set forth in paragraph 12 above and NCGS §
130A-310.33(a)(1)-(5)'s provision of the Act's liability protection to certain persons to the same
extent as to a prospective developer, no rights, benefits or obligations conferred or imposed upon
Prospective Developer under this Agreement are conferred or imposed upon any other person.
XV. DOCUMENT RETENTION
29. The Prospective Developer agrees to retain and make available to DEQ all business

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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.
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.

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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 (or successor in function) East South Crossing Owner LLC 4064 Colony Road, Suite 310 Charlotte, NC 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
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

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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.
XXI. PUBLIC COMMENT
37. This Agreement shall be subject to a public comment period of at least 30 days

00305-020/00445072 28 Dilworth Auto II/26004-22-060/202331115
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
Division of Waste Management
IT IS SO AGREED: East South Crossing Owner LLC By:
____________________________________________________________________________
Name: Jay Levell Date Title: Authorized Signatory
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
',/:257+$8726(5,9&(
120 EAST KINGSTON AVE6287+
%28/(9$5' AND($67%28/(9$5'
CHARLOTTE, NORTH CAROLINA
DATE: 12-10-20
JOB NO: WPP-011
REVISION NO: 0
FIGURE. 1
2923 South Tryon Street - Suite 100
Charlotte, North Carolina 28203
704-586-0007 (p) 704-586-0373 (f)
License # C-1269 / # C-245 Geology
TITLE
PROJECT
0 2,000 4,000
SCALE IN FEET
Path: \\HHFS01\Redirectedfolders\sperry\My Documents\ArcGIS\PROJECTS\WPP-011\Figure 1.mxdN
U.S.G.S. QUADRANGLE MAP
CHARLOTTE EAST, NORTH CAROLINA 2013
QUADRANGLE
7.5 MINUTE SERIES (TOPOGRAPHIC)
SITE
Exhibit 1
00305-020/00498731 Dilworth Auto II/26004-22-060/20231115
Exhibit 2 Brownfields Property Name: Dilworth Auto II Brownfields Project Number: 26004-22-060 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)
Benzene TMW-7 11/18/2020 7.8 1
Tetrachloroethylene TMW-5 11/17/2020 0.74 0.70

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 and Non-Residential Vapor Intrusion Screening Levels of the Division of Waste Management (July 2023 version):

Groundwater Contaminant with Potential
for Vapor Intrusion
Sample
Locatio
n
Date of
Sampling
Concentration Exceeding Screening Level
(µg/L)
Residential VI Screening Level1
(µg/L)
Non-Residential VI Screening
Level (µg/L)
Acetone TMW-7 11/28/2020 3.7 J NE NE
Benzene TMW-7 11/18/2020 7.8 1.6 6.9
Chloroform TMW-4 11/17/2020 1.4 0.81 3.6
Trichloroethene TMW-5 11/17/2020 2.0 1.0 4.4
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. NE-Screening or regulatory level not established
J – Laboratory estimated concentration
00305-020/00498731 Dilworth Auto II/26004-22-060/20231115
SOIL
Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the screening levels for which are derived from the Preliminary Industrial Health- Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (July 2023 version):

Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration Exceeding Screening Level
(mg/kg)
Residential Screening Level1
(mg/kg)
Commercial/ Industrial Screening Level1
(mg/kg)
Arsenic
SB-12 1-3 11/16/2020 4.0
0.68 3.0
SB-13 1-3 11/16/2020 3.1
SB-14 1-3 11/16/2020 2.1
SB-15 1-3 11/16/2020 2.2
SB-16 1-3 11/17/2020 5.2
SB-17 8-10 11/17/2020 3.7
SB-17/
SB-DUP 8-10 11/17/2020 2.6
SB-19/ Soil-Dup-1 11-13 8/2/2021 1.5
Benzene SB-19/
Soil-Dup-1 11-13 8/2/2021 4.6 1.2 5.4
Ethylbenzene SB-19/ Soil-Dup-1 11-13 8/2/2021 52 6.1 27
Hexavalent Chromium
SB-12 1-3 11/16/2020 1.1 J
0.31 6.5 SB-16 1-3 11/17/2020 0.60 J
SB-19/
Soil-Dup-1 11-13 8/2/2021 0.729 J
Methylcyclohexane SB-17/ SB-DUP 8-10 11/17/2020 0.0051 J NE NE
Naphthalene SB-19/
Soil-DuP-1 11-13 8/2/2021 15 2.1 8.8
Phenanthrene SB-13 1-3 11/16/2020 0.021 J NE NE SB-17/
SB-DUP 8-10 11/17/2020 0.039 J
1,2,4-Trimethylbenzene SB-19/ Soil-Dup-1 11-13 8/2/2021 120 63 370
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk. NE – Screening or regulatory level not established J – Laboratory estimated concentration
00305-020/00498731 Dilworth Auto II/26004-22-060/20231115
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 (July 2023 version):
Soil Gas Contaminant Sample Location Date of Sampling
Concentration
Exceeding
Screening
Level (µg/m3)
Residential
Screening
Limit1
(µg/m3)

Non-
Residential
Screening
Limit
(µg/m3)
Acetone
SG-1 11/20/2020 14
NE NE
SG-2 11/20/2020 12
SG-4 11/20/2020 14 J
SG-10 11/20/2020 25
SG-11 11/20/2020 400
SG-15 4/22/2022 27.1
SG-16 4/22/2022 17.4
SG-17/
SG-DUP 4/22/2022 27.4
Benzene
SG-4 11/20/2020 21 J
12 160 SG-16 4/22/2022 17.6
SG-17/
SG-DUP 4/22/2022 14.7
Chloroform

SG-1 11/20/2020 8.8
4.1 53 SG-2 11/20/2020 4.6 J
SG-4 11/20/2020 44 J
SG-11 11/20/2020 12
Dichlorofluoromethane SG-16 4/22/2022 5,510 700 8,800
4-Ethyltoluene
SG-1 11/20/2020 38
NE NE
SG-10 11/22/2020 4.5
SG-11 11/22/2020 33
SG-15 4/22/2022 1.69 J
SG-16 4/22/2022 1.01 J
SG-17/ SG-DUP 4/22/2022 1.96 J
Hexane
SG-3/
SG-Dup-11/20/20 11/20/2020 5,000 4,900 61,000
Naphthalene SG-1 11/20/2020 3.0 2.8 36 SG-11 11/20/2020 6.6
Trichlorofluoromethane SG-1 11/20/2020 2.2 J NE NE
00305-020/00498731 Dilworth Auto II/26004-22-060/20231115
Soil Gas Contaminant Sample Location Date of Sampling
Concentration Exceeding
Screening
Level (µg/m3)
Residential Screening
Limit1
(µg/m3)
Non-
Residential
Screening
Limit
(µg/m3)
SG-10 11/22/2020 7.5
SG-11 11/20/2020 5.6
SG-15 4/22/2020 19.4
SG-16 4/22/2022 11.3
SG-17 4/22/2022 4.93
SG-17 DUP 4/22/2022 4.58
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
NE-Screening or regulatory level not established
J-Laboratory estimated concentration

00305-020/00498731 Dilworth Auto II/26004-22-060/20231115
SUB-SLAB 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 (July 2023 version):
Soil Gas Contaminant Sample Location Date of Sampling
Concentration
Exceeding Screening
Level (µg/m3)
Residential
Screening Limit1
(µg/m3)
Non-
Residential
Screening Limit1
(µg/m3)
Acetone
SSV-1 4/21/2022 130
NE NE SSV-2 4/21/2022 41.9
SSV-3 4/21/2022 107
SSV-4 4/21/2022 112
4-Ethyltoluene SSV-1 4/21/2022 0.551 J NE NE
Trichlorofluoromethane
SSV-1 4/21/2022 3.83
NE NE SSV-2 4/21/2022 2.06 J
SSV-4 4/21/2022 2.01 J
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
NE-Screening or regulatory level not established
J- Laboratory estimated concentration

00305-020/00495245
Exhibit C Legal Description Project Name: Dilworth Auto II Project No.: 26004-22-060 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 1/2-inch iron rod on the northwestern margin of South Boulevard (a variable width public right-of-way), said iron being the southernmost corner of the property of South End Property Owning Sub, LLC (now or formerly) as described in Deed Book 36145, Page 181 of the Mecklenburg County Public Registry (the “Registry”); Thence with and along aforesaid northwestern margin of South Boulevard for the following two (2) courses and distances: 1) S 43°20'07" W a distance of 70.09 feet to an existing 1/2-inch iron rod; 2) S 43°20'53" W a distance of 79.93 feet to an existing 1/2-inch iron rod at the intersection of the northwesterly margin of South Boulevard and the northeasterly margin of East Boulevard (an 80-foot public right-of-way); Thence with and along aforesaid northeasterly margin of East Boulevard for the following two (2) courses and distances: 1) N 46°39'07" W a distance of 199.97 feet to an existing nail; 2) N 46°31'32" W (passing an existing nail at 94.03 feet on the southeasterly margin of the 130-foot right-of-way of Norfolk-Southern Railway) a total distance of 124.39 feet; Thence leaving aforesaid northeasterly margin of East Boulevard with and along a new line N 34°39'16" E a distance of 151.84 feet to a point on the southwesterly boundary of the property of WP Kingston, LLC as described in Deed Book 33305, Page 368 of said registry; Thence with and along aforesaid southwesterly boundary of the property of WP Kingston, LLC S 46°35'39" E a distance of 152.63 feet to a new nail at the southern most corner of aforesaid property of WP Kingston, LLC, said nail also being the southwest corner of the property of South End Property Owning Sub, LLC (now or formerly) as described in Deed Book 36145, Page 181 of said Registry; Thence with and along the southwesterly boundary of the aforesaid property of South End Property Owning Sub, LLC S 46°35'39" E (passing an existing nail at 5.02 feet) a total distance of 194.67 feet to the POINT OF BEGINNING; Having an area of 50,419 square feet or 1.1575 acres of land, more or less, as shown on a survey prepared by R. B. Pharr & Associates, P.A., dated October 11, 2023 (bearing Job No. 95436).