21016_500_W_Fifth_St_PC Package_20170721

500 W. Fifth Street/21016-17-034/20July2017

1
Property Owner: Flow 500 West Fifth, LLC
Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____

NOTICE OF BROWNFIELDS PROPERTY
Site Name: 500 West Fifth Street III
Brownfields Project Number: 21016-17-034

This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 2017 by Flow 500 West Fifth, 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 a multi-parcel property of about 4.31 acres located at 500 W. Fifth Street
(former PIN 6835-07-8198, renumbered 6835-07-8286), 501 W. Fourth Street (former PIN 6835-06-9978,
renumbered 6835-07-9003), 601 W. Fourth Street (6835-06-6937), and 0 W. Fifth Street (6835-07-6222 and
6835-07-7203), Winston-Salem. The Brownfields Property also includes a parcel formerly addressed as 418 N.
Spruce Street, but that has been incorporated into one of the above parcel numbers. Former uses of the
Brownfields Property include commercial office space, automotive tire and service, and gasoline station

500 W. Fifth Street/21016-17-034/20July2017

2
operations. Current Brownfields Property use is primarily parking in two surface lots and one parking deck.
Existing office buildings are vacant. Prospective Developer has committed itself to redevelopment for no uses
other than high density residential, retail, office, restaurant, fitness club, open space, and parking uses, and with
approval by DEQ, other commercial uses.

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

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

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

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

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

LAND USE RESTRICTIONS

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

1. No use may be made of the Brownfields Property other than for high density residential, retail, office,
restaurant, fitness club, open space, and parking uses, and with approval by DEQ, other commercial uses. For
purposes of this restriction, the following definitions apply:

a. “High density residential” is defined as permanent dwellings where residential units are
limited to the second story or higher and are attached to each other with common walls, such as condominia,
apartments, group homes, dormitories or boarding houses, and any property outside the dwelling structures is
usable by all residents and not privately owned as part of a particular unit, and may include related amenities,
such as pools, clubhouses, courtyards, common areas, recreation areas and parking garages.

500 W. Fifth Street/21016-17-034/20July2017

3
b. “Retail” is defined as the sale of goods or services, products, or merchandise directly to the
consumer or businesses and includes showrooms, personal service, and the sales of food and beverage products.

c. “Office” is defined as the provision of business or professional services.

d. “Restaurant” is defined as a commercial business establishment that prepares and serves food
and beverages to patrons.

e. “Fitness club” is defined as a place that offers exercise equipment and physical fitness classes,
such as cardio, gymnastics, dance or yoga classes, for paying customers or employees for health and physical
fitness purposes, and is also known as a health club, gym, or exercise studio.

f. “Open space” is defined as land maintained in a natural or landscaped state and may be used
for natural resource protection, buffers, pocket parks, greenways, or detention facilities for stormwater.

g. “Parking” is defined as the temporary accommodation of motor vehicles in an area designed
for same.

h. “Commercial” is defined as an enterprise carried on for profit or nonprofit by the owner,
lessee or licensee.

2. 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, or a specific portion thereof, the timing of redevelopment phases, and addresses health, safety and
environmental issues that may arise from use of the Brownfields Property, or a specific portion thereof, during
construction or redevelopment in any other form, including without limitation:

a. soil and water management issues, including without limitation those resulting from
contamination identified in the Environmental Reports;

b. issues related to potential sources of contamination referenced in Exhibit 2 to the agreement
attached as Exhibit A to this Notice, or any new contamination discovered during the additional assessment
required by Land Use Restriction No. 2.e. below;

c. contingency plans for addressing, including without limitation the testing of soil and
groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks, drums,
septic drain fields, oil-water separators, soil contamination);

d. plans for the proper characterization of, and, as necessary, disposal of contaminated soils
excavated during redevelopment; and

e. plans for assessing and addressing soils that will be exposed for contact by future
redevelopment that are presently under parking lots, buildings, or other de facto caps that prevent exposure.

500 W. Fifth Street/21016-17-034/20July2017

4

3. Within 90 days after each one-year anniversary of the effective date of the Agreement attached as
Exhibit A for as long as physical redevelopment of the Brownfields Property continues (except that the final
deadline shall fall 90 days after the conclusion of physical redevelopment), the then owner of the Brownfields
Property, or a specific portion thereof, shall provide DEQ a report subject to written DEQ approval on
environment-related activities applicable to that portion of the Brownfields Property then owned by such party
since the last report, with a summary and drawings, that describes:

a. actions taken on the portion of the Brownfields Property then owned in accordance with
Section V: Work to be Performed of Exhibit A;

b. soil grading and cut and fill actions;

c. methodology(ies) employed for field screening, sampling and laboratory analysis of
environmental media;

d. stockpiling, containerizing, decontaminating, treating, handling, laboratory analysis and
ultimate disposition of any soil, groundwater or other materials suspected or confirmed to be contaminated with
regulated substances; and

e. removal of any contaminated soil, water or other contaminated materials (for example,
concrete, demolition debris) from the portion of the Brownfields Property then owned (copies of all legally
required manifests shall be included).

4. Unless compliance with this Land Use Restriction is waived in writing in advance by DEQ in relation
to particular buildings, demolition and/or renovation of any or all buildings on the Brownfields Property
depicted on the plat component, Exhibit B of this Notice, shall be in accordance with applicable legal
requirements, including without limitation those related to lead and asbestos abatement that are administered by
the Health Hazards Control Unit within the Division of Public Health of the North Carolina Department of
Health and Human Services.

5. Not later than completion of the redevelopment affecting the portion of the Brownfields Property on
which they are located, the known USTs that are as of yet not removed or closed-in-place in accordance with
North Carolina well standards, and are not required once the redevelopment is in place, identified above in
subparagraphs 6.f., 7.a., 7.b., 7.d., and 7.e. of the Agreement attached as Exhibit A shall be removed and
addressed to the satisfaction of DEQ.

6. Groundwater at the Brownfields Property may not be used for any purpose without the prior written
approval of DEQ.

7. The Brownfields Property may not be used for child care, adult care centers or schools without the
prior written approval of DEQ.

8. 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

500 W. Fifth Street/21016-17-034/20July2017

5
DEQ deems necessary to ensure the Brownfields Property will be suitable for the uses specified in Land Use
Restriction No. 1. above while fully protecting public health and the environment, except:

a. in connection with landscape planting to depths not exceeding 24 inches;

b. mowing and pruning of above-ground vegetation;

c. for repair of underground infrastructure, provided that DEQ shall be given written notice at
least seven days in advance of a scheduled repair (if only by email) of any such repair, or in emergency
circumstances no later than the next business day, and that any related assessment and remedial measures
required by DEQ shall be taken; and

d. in connection to work conducted in accordance with a DEQ-approved Environmental
Management Plan (EMP) as outlined in Land Use Restriction No. 2.

9. New or existing building foundation structures and asphalt parking lot caps must be maintained in
good condition to prevent direct exposure to underlying soil and shall not be removed unless said buildings or
caps are removed in preparation for redevelopment, and then said removal may take place only in accordance
with an approved EMP as required by Land Use Restriction No. 2.

10. 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 in Land Use Restriction No. 2.

11. No enclosed building may be constructed on the Brownfields Property until DEQ determines in
writing that:

a. the building is or would be protective of the building’s users, public health and the
environment from risk of vapor intrusion based on site assessment data or a site-specific risk assessment
approved in writing by DEQ;

b. the building is or would be sufficiently distant from the Brownfields Property’s groundwater
and/or soil contamination based on assessment data approved in writing by DEQ that the building’s users,
public health and the environment will be protected from risk from vapor intrusion related to said
contamination; or

c. vapor intrusion mitigation measures are installed and/or implemented to the satisfaction of a
professional engineer licensed in North Carolina, as evidenced by said engineer’s professional seal on a report
that includes photographs and a description of the installation and performance of said measures. Any design
specification for vapor intrusion mitigation measures shall be approved in writing by DEQ in advance of
installation and/or implementation of said measures. The design specifications shall include methodology(ies)
for demonstrating performance of said measures.

12. 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

500 W. Fifth Street/21016-17-034/20July2017

6
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.

13. 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 Forsyth County land records, Book ____, Page ____.” A copy of any
such instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though financial
figures and other confidential information related to the conveyance may be redacted to the extent said
redactions comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner may use the following mechanisms to comply with the obligations of this paragraph: (i) If
every lease and rider is identical in form, the owner conveying an interest may provide DEQ with copies of a
form lease or rider evidencing compliance with this paragraph, in lieu of sending copies of actual, executed
leases, to the persons listed in Section XV (Notice and Submissions); or (ii) The owner conveying an interest
may provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section XV.

14. None of the contaminants known to be present in the environmental media at the Brownfields
Property, as described in Exhibit 2 of the Agreement attached as Exhibit A, and as modified by DEQ in writing
if additional contaminants in excess of applicable standards are discovered at the Brownfields Property, may be
used or stored at the Brownfields Property without the prior written approval of DEQ, except:

a. in de minimis quantities for cleaning and other routine housekeeping and maintenance
activities;

b. as constituents of products and materials customarily used and stored in residential, retail,
office, and parking environments, provided such products and materials are stored in original retail packaging
and used and disposed of in accordance with applicable laws; or

c. 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.

15. Within 60 days after the effective date of the Agreement attached as Exhibit A or prior to land
disturbance activities, Prospective Developer shall abandon the onsite inactive water supply well, and any
monitoring wells, injection wells, recovery wells, piezometers and other man-made points of groundwater
access at the Brownfields Property, in accordance with Subchapter 2C of Title 15A of the North Carolina
Administrative Code, unless an alternate schedule is approved by DEQ. Within 30 days after doing so, the
Prospective Developer shall provide DEQ a report, setting forth the procedures and results.

16. 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.

17. During January of each year after the year in which this Notice is recorded, the owner of any part of

500 W. Fifth Street/21016-17-034/20July2017

7
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 Forsyth County, certifying that,
as of said January 1st, the Notice of Brownfields Property containing these land use restrictions remains
recorded at the Forsyth County Register of Deeds office and that the land use restrictions are being complied
with as to the Brownfields Property or the portion of the Brownfields Property for which the LURU is
submitted. The submitted LURU shall state the following:

a. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail
address of the owner submitting the LURU if said owner, 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;

b. the transferee’s name, mailing address, telephone and facsimile numbers, 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;
c. whether any vapor barrier and/or mitigation systems installed pursuant to Land Use Restriction
No. 11.c. above are performing as designed, and whether the uses of the ground floors of any buildings
containing such vapor barrier and/or mitigation systems have changed, and, if so, how.

d. whether any building foundation, asphalt or other soil cap installed or in use pursuant to Land
Use Restriction No. 9 above are being maintained such that they are intact, uncompromised, in good condition
and continuing to serve as barriers to the soil contamination in relation to which they were installed.

18. A LURU submitted for rental units shall include the rent roll and enough of each lease entered into
during the previous calendar year to demonstrate compliance with lessee notification requirements in
paragraphs 21 and 22 of the agreement attached as Exhibit A to this Notice provided that if standard form leases
are used in every instance, a copy of such standard form lease may be sent in lieu of copies of actual leases.

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

ENFORCEMENT

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

500 W. Fifth Street/21016-17-034/20July2017

8
FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS

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

IN WITNESS WHEREOF, Prospective Developer has caused this instrument to be duly executed this
_____ day of _______________, 2017.

Flow 500 West Fifth Street, LLC

By: __________________________________________
Donald E. Flow
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

___________________________________
Notary’s printed or typed name, Notary Public
(Official Seal) My commission expires: _____________________

500 W. Fifth Street/21016-17-034/20July2017

9
************************************
APPROVAL AND CERTIFICATION OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY

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

North Carolina Department of Environmental Quality

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

1

500 W. Fifth Street/21016-17-034/20Jul2017

EXHIBIT A

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY

IN THE MATTER OF: Flow 500 West Fifth, LLC

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) 500 West Fifth Street III
OF 1997, NCGS § 130A-310.30, et seq. ) 0 & 500 W. Fifth St., 501 & 601
Brownfields Project # 21016-17-034 ) W. Fourth St., & 418 N. Spruce St.
Winston-Salem, Forsyth County

I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and Flow 500 West Fifth, 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 0 & 500 W. Fifth Street, 501 & 601 W. Fourth Street,
& 418 N. Spruce Street, Winston-Salem, Forsyth 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 Flow 500 West Fifth, LLC, a manager-managed limited
liability company, with its principal office at 1425 Plaza Drive, Winston-Salem, NC 27103. The
principal officer for Flow 500 West Fifth, LLC is Donald E. Flow. The proposed reuse of the
Brownfields Property is for none other than high density residential, retail, office, restaurant,
fitness club, open space, and parking uses, and with approval by DEQ, other commercial uses.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and

2

500 W. Fifth Street/21016-17-034/20Jul2017

limitations contained in Section VIII (Certification), Section IX (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of Flow 500 West Fifth, LLC for contaminants at the Brownfields Property.
The Parties agree that Flow 500 West Fifth, LLC’s entry into this Agreement, and the
actions undertaken by Flow 500 West Fifth, LLC in accordance with the Agreement, do not
constitute an admission of any liability by Flow 500 West Fifth, LLC for contaminants at the
Brownfields Property. The resolution of this potential liability, in exchange for the benefit Flow
500 West Fifth, 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 Flow 500 West Fifth, LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property originally comprised six parcels, but as of July 6, 2017 was
recombined into five parcels, which included the removal of the 418 N. Spruce Street parcel
(PIN 6835-07-9068), and renumbering of two parcels: 500 W. Fifth Street (former PIN 6835-07-
8198, renumbered 6835-07-8286), 501 W. Fourth Street (former PIN 6835-06-9978, renumbered
6835-07-9003), 601 W. Fourth Street (6835-06-6937), 0 W. Fifth Street (6835-07-6222 and

3

500 W. Fifth Street/21016-17-034/20Jul2017

6835-07-7203) totaling about 4.31 acres. Portions of the Brownfields Property are used for
parking; however, all buildings are currently vacant. Prospective Developer has committed itself
to redevelopment for no uses other than high density residential, retail, office, restaurant, fitness
club, open space, and parking uses, and with approval by DEQ, other commercial uses.
4. The Brownfields Property is bordered to the north by W. Fifth Street with the First
Baptist Church and a surface parking lot beyond; to the east by N. Spruce Street with the
Winston-Salem Journal offices and Stevens Center beyond; to the south by W. Fourth Street with
the Winston-Salem Housing Authority offices and restaurants beyond; and to the west by the
Centenary United Methodist Church and commercial offices beyond. Poplar Street and Four and
½ Street divide the three tracts.
5. Prospective Developer obtained or commissioned the following reports, referred to
hereinafter as the “Environmental Reports,” regarding the Brownfields Property:
Title Prepared By Date of Report
Report of Phase II Environmental
Site Assessment, Goodyear Tire
and Auto Center (unsigned report)
Law Engineering January 23, 1990
Soil and Ground Water Assessment
Report Aquaterra, Inc. July 9, 1991
Report, Integon Home Office
Building Aquaterra, Inc. November 23,
1998
Report, Integon Insurance Fourth
Street Parking Deck Aquaterra, Inc. April 5, 1999
Phase I Limited Site Assessment
Report, GMAC Insurance ATC Associates, Inc. October 22, 2004
Underground Storage Tank Closure
Report, GMAC Facility ATC Associates, Inc. February 17, 2005
Notice of No Further Action NCDENR, UST Section May 19, 2005
Letter re: UST Closure Report GMAC Insurance January 3, 2006
UST Closure Report Pyramid Environmental &
Engineering, PC
December 22,
2005

4

500 W. Fifth Street/21016-17-034/20Jul2017

Title Prepared By Date of Report
Acknowledgement of Report
Receipt NCDENR, UST Section January 9, 2006
Product Line Sampling Results and
Site Closure Request
Pyramid Environmental &
Engineering, PC February 8, 2006
Notice of No Further Action NC DENR, UST Section March 1, 2006
Phase I ESA, North Tower Partner Engineering NC, PLLC January 8, 2014
Phase II Subsurface Investigation
Report, 500 W 5th St Partner Engineering NC, PLLC March 4, 2015
Phase I ESA, Parking Garage and
Parking Lot, 601 W 4th St Partner Engineering NC, PLLC July 9, 2015
Brownfields Pilot Program Kickoff
Meeting Presentation, GMAC Site Hart & Hickman, LLC August 15, 2016
Brownfields Assessment Report,
Former GMAC Properties Hart & Hickman, LLC August 17, 2016

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer and available information in DWM files as to use and ownership of the
Brownfields Property:
a. The site history information indicates that initially portions of the multi-parcel
Brownfields Property were used for tobacco or syrup production, residential, or church uses in
the mid- to late-1800s, with subsequent commercial development in the 1920s and continuing on
into the 1950s. The Bocock-Stroud building was constructed by 1928 in the southeastern area of
the Brownfields Property. Asphalt and concrete from the demolition of the Bocock-Stroud
building may be buried under the former location of that building near the current emergency
generator location. Since the 1950s, the construction on the Brownfields Property included two
multi-story towers (referred to as the North and South Towers) in the northeastern area of the
Brownfields Property, commercial office, automotive operations, parking deck, and surface
parking lots across the site.

5

500 W. Fifth Street/21016-17-034/20Jul2017

b. The six-story South Tower and 20-story North Tower were constructed in 1950
and 1980, respectively. The South Tower was constructed with a basement. A separate single-
story building to the south of South Tower, which houses the emergency generator, was
constructed in 1999. The towers have served over the years as office space for GMAC, National
General, Integon, AT&T Credit Union, and the Better Business Bureau.
c. Commercial development in the 1950s included a gasoline filling station to the
northeast and one to the northwest of the intersection of N. Poplar and W Fourth Street, which
are now occupied by a surface parking lot and the Chamber Building, respectively. By 1963, the
filling stations were replaced by surface parking lots, a used auto dealership, and the Goodyear
Tire and Auto Service Center. The footprint of the former Goodyear Tire and Auto Service
Center largely underlies the current Chamber Building and parking deck in the southwestern
portion of the Brownfields Property. The Goodyear Tire facility was demolished in the late
1980s to make way for the construction of the existing parking deck and Chamber Building in
the early 1990s. Tenants in the Chamber Building historically have included the Winston-Salem
Chamber of Commerce, Forsyth Technical Community College, an architectural firm, and a
telecommunications marketing firm. The northwestern portion of the Brownfields Property was
originally residential until sometime before 1963, when it was converted to surface parking lot
use.
d. Currently, the Brownfields Property is vacant except for the use of the parking
deck and surface parking lots.
e. Readily available site ownership information dates back only to 1984, when

6

500 W. Fifth Street/21016-17-034/20Jul2017

the Brownfields Property was owned by the Integon Home Office Building Corporation.
Subsequent owners were Inland Western Winston-Salem in 2004, 500 W. Fifth Street Holdings
in 2012, and the most recent owner, Slate Winston Holdings, LLC of Newport Beach, CA. The
PD contracted to purchase the Brownfields Property on March 15, 2017, and purchased the
Brownfields Property on June 15, 2017.
f. An inactive water supply well and a previously unidentified UST were
identified at the Brownfields Property south of the South Tower near N. Spruce Street in 2016.
Reportedly, this well was associated with a former bomb shelter that was previously located in
the vicinity. There is no information about the former use or status of this UST.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. The Brownfields Property is affiliated with historical and recent underground
storage tank (UST) use affecting at least two of its parcels. Certain of these USTs are affiliated
with two former DWM underground storage tank (UST) Section incidents and one DWM
Groundwater Section incident. Two of these incidents refer to USTs located in the area between
the North and South Tower: a 10,000-gallon diesel UST that was closed in place (Incident No.
30480) and a former 2,000-gallon fuel oil UST (Incident No. 30703) that was combined with
Incident No. 30480. The third incident refers to the former Goodyear Tire and Auto Service
Center facility (Groundwater Incident No. 8943) in relation to historic releases of petroleum
hydrocarbons from former USTs and an above ground waste oil storage tank (AST). An active
12,000-gallon UST associated with the onsite emergency generator was installed south of the

7

500 W. Fifth Street/21016-17-034/20Jul2017

South Tower and west of the Emergency Generator Building in 1999. The 12,000 gallon UST is
still in place and is not associated with a known release. An additional 2,000-gallon waste oil
UST owned by Duke Energy was installed between the two high rise buildings as an emergency
containment tank for waste transformer oil in 1978 or 1979; reportedly, it has never been used
for this purpose. In addition to the USTs associated with the towers, four former USTs are
depicted on 1950s Sanborn Fire Insurance Maps associated with the two gasoline station sites
formerly located at the Brownfields Property. One gasoline station was located just north of W
Fourth Street between N. Poplar and N. Spruce Streets, and the second was located to the
northwest of the intersection of N. Poplar and W. Fourth Streets. In addition, one former waste
oil above ground storage tank (AST) was located on the north side of the former Goodyear Tire
building, which is now covered by the parking garage structure. Presumably the AST was
removed decades ago, but the status of these USTs is unknown. These USTs may have been
removed or closed in place. Geophysical surveys including electromagnetic and ground
penetrating radar equipment conducted on February 10, 2015 did not detect anomalies that were
suggestive of abandoned USTs, although certain subsurface anomalies including one linear
feature, were reported.
b. Incident No. 30480 refers to the 10,000-gal diesel UST located at the west side
of the gap between the North and South Towers on the Brownfields Property and is associated
with the address 500 W. Fifth Street. This UST was installed in 1964 and taken out of service in
December 2004. Due to structural integrity and access concerns based on the proximity of this
UST to the tower building foundations and other infrastructure in the alleyway between the two

8

500 W. Fifth Street/21016-17-034/20Jul2017

buildings this UST was closed-in-place on December 2, 2005. Data collected from August 2004
indicated the presence of total petroleum hydrocarbons as gasoline TPH-GRO and total
petroleum hydrocarbons as diesel (TPH-DRO) from three locations near the 10,000 gallon UST
in soil samples at depths ranging from 15 to 24 feet below ground surface (bgs). TPH-GRO
concentrations ranged from 29 to 1,100 mg/kg and TPH-DRO concentrations ranged from 9,380-
23,200 mg/kg, with the highest concentrations observed at a depth of 24 ft bgs. Compound-
specific analyses indicated that ethylbenzene, 1,2,4-trimethylbenzene, naphthalene, 4-
isopropyltoluene, 1-methylnaphthalene, 2-methylnaphthalene, and phenanthrene were detected in
2004 in concentrations that exceed current residential PSRGs. There were also MADEP
exceedances of the residential Maximum Soil Contaminant Concentration (MSCC) at that time
for C9-C10 and C11-C12 aromatic compounds.
c. A Notice of Residual Petroleum (NORP) was recorded at the Forsyth County
Register of Deeds on April 1, 2005 (Book: RE 2553, Page 2734-2745) for Incident No. 30480.
The NORP specifically relates to the former GMAC Facility at 500 West 5th Street, Winston-
Salem, which is parcel number 6835-07-8198.00. This NORP prohibited both residential use
and groundwater use for water supply at the affected portion of the Brownfields Property. The
Prospective Developer subdivided portions of the Brownfields Property and negotiated an
approach directly with the DEQ UST Section whereby a new NORP would be recorded on
certain portions of the Brownfields Property, after which the original NORP recorded on April 1,
2005 would be cancelled. The new NORP was recorded at the Forsyth County Register of
Deeds affecting portions of the Brownfields Property on June 12, 2017 (Book: RE 3352, Page:

9

500 W. Fifth Street/21016-17-034/20Jul2017

219-222). The original NORP was cancelled by the NC DEQ Underground Storage Tank
Section (UST Section) on June 19, 2017 (Book: RE 3353, Page: 1488-1489); however, the
incorrect book reference for the original NORP was used in the body of the cancellation (Book
2533 instead of the correct 2553). The UST Section filed a correcting record on July __, 2017
(Book _____, Page ____). As referenced in paragraph 15 below, the recordation of the Notice of
Brownfields Property referenced in paragraph 20 below and this Brownfields Agreement will
legally supersede any remaining NORP or other land use restriction on the Brownfields Property.
d. Incident No. 30703 covers a 2,000-gallon fuel oil UST that was located
between the two towers and associated with the backup generator for the North Tower. The
former UST was removed in 2005, during which time a release was discovered. A concrete slab
was present about one foot under the UST extending from the foundation wall of the North
Tower across to the South Tower. The excavation measured approximately 15 ft by 10 ft in area
and extended to a depth of 9.5-10 ft bgs. TPH DRO and TPH GRO were not detected in the four
samples collected at the depth of the excavation; however, soil contamination was found under a
pipeline 15 feet from the excavation at a depth of about 2-2.5 ft bgs, where 15,900 mg/kg TPH
DRO and 1,040 mg/kg TPH-GRO were detected in soil in December 2005. This area was
resampled on January 26, 2006 at a depth of 3.5-4.5 feet and petroleum hydrocarbon compounds
were confirmed under the pipeline. Due to the infrastructure in this area and the proximity to the
building foundations, the UST and associated corroded pipeline were removed and replaced, but
the soil impacted below the pipeline was not removed. There is not a separate NORP associated
with this incident. This incident was combined with Incident No. 30480 and the resulting NORP

10

500 W. Fifth Street/21016-17-034/20Jul2017

recorded in April 2005 generated for that incident because the two USTs were at the same
location.
e. Groundwater Incident No. 8943 is affiliated with soil and groundwater
assessments conducted in 1990-1991 of hydraulic lifts, former USTs, and a waste oil AST at the
former Goodyear Tire facility at 601 W. Fourth Street. The Goodyear Tire facility was razed and
reportedly 1,143 tons of soil impacted with petroleum hydrocarbons were excavated and
transported offsite in June 1991 to make way for the construction of the multi-story parking deck
currently occupying this parcel. With regards to groundwater contamination, which included
benzene, toluene, and chlorinated benzene compounds, the property owner installed a ground
water pump and treat system at the site that conveyed treated water discharge to an infiltration
trench that was installed below the concrete slab of the parking deck. The pump and treat system
was operated from 1992 to 1998. Influent and effluent analyses conducted in March 1998
indicated that the influent and effluent samples collected from the treatment system were both
less than 1 microgram per liter (µg/L) for VOC parameters. The system was shut down in 1998
due to DENR-UST Section’s low risk priority ranking for the site. Evidently, although
confirmatory soil samples from the soil excavation were collected and analyzed, these data were
not reported to DENR. Due to difficulties in obtaining confirmatory soil samples after the
construction of the parking deck, the owner at the time (Integon) requested closure without
conducting further soil analyses. Therefore, the DENR-UST Section issued a No Further Action
(NFA) letter on May 10, 1999 for the former Goodyear Tire site, which also had residential and
groundwater land use restrictions associated with it. There is no separate NORP associated with

11

500 W. Fifth Street/21016-17-034/20Jul2017

this incident.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on July 21, 2016. The tables set forth in Exhibit 2 to this
Agreement present contaminants present at the Brownfields Property above applicable standards
or screening levels for each media sampled.
9. For purposes of this Agreement DEQ relies on Prospective Developer’s
representations that Prospective Developer's involvement with the Brownfields Property has
been limited to obtaining or commissioning the Environmental Reports, preparing and
submitting to DEQ a Brownfields Property Application (BPA) dated March 21, 2017 and the
following:
a. On March 15, 2017, Prospective Developer contracted to purchase the
Brownfields Property;
b. In June 2017, Prospective Developer negotiated a process with DWM UST
Section whereby the existing NORP recorded on April 1, 2005 (Book: RE 2553, Page 2734-
2745), on a portion of the Brownfields Property will be cancelled once a new NORP is recorded
on the North Tower parcel;
c. On June 12, 2017, the Prospective Developer recorded the subdivision of
portions of the Brownfields Property and recorded a new NORP on a portion of the Brownfields
Property (Book: RE 3352, Page: 219-222).
d. On June 15, 2017, the Prospective Developer purchased the Brownfields
Property.

12

500 W. Fifth Street/21016-17-034/20Jul2017

e. On June 19, 2017, the UST Section canceled the original NORP that was
recorded on April 1, 2005 (Book: RE 3353, Page 1488-1489); however, an erroneous page
reference appeared in the body of the cancellation. The UST Section filed a correcting record
onJuly ___, 2017 (Book ____, Page ____).
10. Prospective Developer has provided DEQ with information, or sworn certifications
regarding that information on which DEQ relies for purposes of this Agreement, sufficient to
demonstrate that:
a. Prospective Developer and any parent, subsidiary, or other affiliate has
substantially complied with federal and state laws, regulations and rules for protection of the
environment, and with the other agreements and requirements cited at NCGS § 130A-
310.32(a)(1);
b. As a result of the implementation of this Agreement, the Brownfields Property
will be suitable for the uses specified in the Agreement while fully protecting public health and
the environment;
c. Prospective Developer's reuse of the Brownfields Property will produce a
public benefit commensurate with the liability protection provided Prospective Developer
hereunder;
d. Prospective Developer has or can obtain the financial, managerial and
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

13

500 W. Fifth Street/21016-17-034/20Jul2017

requirements.
11. On behalf of the Prospective Developer, Flow 500 West Fifth, LLC, a former
Prospective Developer, Grubb Management, Inc., has paid to DEQ a $30,000 “Redevelopment
Now” fee to seek and complete a brownfields agreement. The Parties agree that this $30,000
“Redevelopment Now” fee payment, suffices as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities
related to this Agreement, unless a change is sought to a Brownfields document after it is in
effect, in which case there shall be an additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. a return to productive use of the Brownfields Property and elimination of the
drawbacks of unoccupied property;
b. a spur to additional community investment and redevelopment, through
improved neighborhood appearance and otherwise;
c. the creation of more than 150 construction jobs during redevelopment,
approximately 20 full-time jobs after redevelopment is completed, and the continued creation of
more jobs through the start-up and entrepreneurial portions of the project;
d. an increase in tax revenue for affected jurisdictions;
e. additional residential, retail, office, including low-rent or zero-rent space,

14

500 W. Fifth Street/21016-17-034/20Jul2017

restaurant, fitness club, open space, and parking space for the area;
f. support for and expansion of start-up and early entrepreneurial growth and
networking opportunities through the non-profit organization Winston Starts in association with
local universities; and
g. “smart growth” through use of land in an already developed area, which avoids
development of land beyond the urban fringe (“greenfields”).
V. WORK TO BE PERFORMED
13. In redeveloping the Brownfields Property, Prospective Developer shall make
reasonable efforts to evaluate applying sustainability principles at the Brownfields Property,
using the nine (9) areas incorporated into the U.S. Green Building Council Leadership in Energy
and Environmental Design certification program (Sustainable Sites, Water Efficiency, Energy &
Atmosphere, Materials & Resources, Indoor Environmental Quality, Locations & Linkages,
Awareness & Education, Innovation in Design and Regional Priority), or a similar program.
14. Based on the information in the Environmental Reports, and subject to imposition of
and compliance with the land use restrictions set forth below, and subject to Section IX of this
Agreement (DEQ’s Covenant Not to Sue and Reservation of Rights), DEQ is not requiring
Prospective Developer to perform any active remediation at the Brownfields Property other than
remediation that may be required pursuant to a DEQ-approved Environmental Management Plan
(EMP) or Living Environmental Management Plan (LEMP) required by this Section.
15. By way of the Notice of Brownfields Property referenced below in paragraph 20,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement

15

500 W. Fifth Street/21016-17-034/20Jul2017

while fully protecting public health and the environment instead of remediation to unrestricted
use standards. The Notice of Residual Petroleum, previously recorded pursuant to N.C. Gen.
Stat. § 143B-279.9 and N.C. Gen. Stat. § 143B-279.11 in the Forsyth County Register of Deeds,
Book RE 3352, Page 219-222, on June 12, 2017, shall immediately be SUPERSEDED upon the
filing of the Notice of Brownfields Property. All references to DEQ shall be understood to
include any successor in function.
All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for high density
residential, retail, office, restaurant, fitness club, open space, and parking uses, and with approval
by DEQ, other commercial uses. For purposes of this restriction, the following definitions apply:
i. “High density residential” is defined as permanent dwellings where
residential units are limited to the second story or higher and are attached to each other with
common walls, such as condominia, apartments, group homes, dormitories or boarding houses,
and any property outside the dwelling structures is usable by all residents and not privately
owned as part of a particular unit, and may include related amenities, such as pools, clubhouses,
courtyards, common areas, recreation areas and parking garages.
ii. “Retail” is defined as the sale of goods or services, products, or
merchandise directly to the consumer or businesses and includes showrooms, personal service,
and the sales of food and beverage products.
iii. “Office” is defined as the provision of business or professional
services.

16

500 W. Fifth Street/21016-17-034/20Jul2017

iv. “Restaurant” is defined as a commercial business establishment that
prepares and serves food and beverages to patrons.
v. “Fitness club” is defined as a place that offers exercise equipment and
physical fitness classes, such as cardio, gymnastics, dance or yoga classes, for paying customers
or employees for health and physical fitness purposes, and is also known as a health club, gym,
or exercise studio.
vi. “Open space” is defined as land maintained in a natural or landscaped
state and may be used for natural resource protection, buffers, pocket parks, greenways, or
detention facilities for stormwater. vii “Parking” is defined as the temporary accommodation of
motor vehicles in an area designed for same.
viii. “Commercial” is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an Environmental Management Plan (“EMP”) approved
in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to each
subsequent redevelopment phase) that is consistent with all the other land use restrictions and
describes redevelopment activities at the Brownfields Property, or a specific portion thereof, the
timing of redevelopment phases, and addresses health, safety and environmental issues that may
arise from use of the Brownfields Property, or a specific portion thereof, during construction or
redevelopment in any other form, including without limitation:
i. soil and water management issues, including without limitation those

17

500 W. Fifth Street/21016-17-034/20Jul2017

resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
Exhibit 2 to this agreement, or any new contamination discovered during the additional
assessment required by subparagraph 15.b.v. below;
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);
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment; and
v. plans for assessing and addressing soils that will be exposed for contact
by future redevelopment that are presently under parking lots, buildings, or other de facto caps
that prevent exposure.
c. Within 90 days after each one-year anniversary of the effective date of this
Agreement for as long as physical redevelopment of the Brownfields Property continues (except
that the final deadline shall fall 90 days after the conclusion of physical redevelopment), the then
owner of the Brownfields Property, or a specific portion thereof, shall provide DEQ a report
subject to written DEQ approval on environment-related activities applicable to that portion of
the Brownfields Property then owned by such party since the last report, with a summary and
drawings, that describes:
i. actions taken on the portion of the Brownfields Property then owned in

18

500 W. Fifth Street/21016-17-034/20Jul2017

accordance with Section V: Work to be Performed above;
ii. soil grading and cut and fill actions;
iii. methodology(ies) employed for field screening, sampling and
laboratory analysis of environmental media;
iv. stockpiling, containerizing, decontaminating, treating, handling,
laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the portion of the Brownfields
Property then owned (copies of all legally required manifests shall be included).
d. Unless compliance with this Land Use Restriction is waived in writing in
advance by DEQ in relation to particular buildings, demolition and/or renovation of any or all
buildings on the Brownfields Property depicted on the plat component of the Notice referenced
in paragraph 20 below shall be in accordance with applicable legal requirements, including
without limitation those related to lead and asbestos abatement that are administered by the
Health Hazards Control Unit within the Division of Public Health of the North Carolina
Department of Health and Human Services.
e. Not later than completion of the redevelopment affecting the portion of the
Brownfields Property on which they are located, the known USTs that are as of yet not removed
or closed-in-place in accordance with North Carolina well standards, and are not required once
the redevelopment is in place, identified above in subparagraphs 6.f., 7.a., 7.b., 7.d., and 7.e.

19

500 W. Fifth Street/21016-17-034/20Jul2017

shall be removed and addressed to the satisfaction of DEQ.
f. Groundwater at the Brownfields Property may not be used for any purpose
without the prior written approval of DEQ.
g. The Brownfields Property may not be used for child care, adult care centers or
schools without the prior written approval of DEQ.
h. No activity that disturbs soil on the Brownfields Property may occur unless and
until DEQ states in writing, in advance of the proposed activity, that said activity may occur if
carried out along with any measures DEQ deems necessary to ensure the Brownfields Property
will be suitable for the uses specified in subparagraph 15.a. above while fully protecting public
health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24 inches;
ii. mowing and pruning of above-ground vegetation;
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 in subparagraph 15.b.
i. New or existing building foundation structures and asphalt parking lot caps
must be maintained in good condition to prevent direct exposure to underlying soil and shall not
be removed unless said buildings or caps are removed in preparation for redevelopment, and then

20

500 W. Fifth Street/21016-17-034/20Jul2017

said removal may take place only in accordance with an approved EMP as required by
subparagraph 15.b.
j. 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 in Paragraph 15.b.
k. No enclosed building may be constructed on the Brownfields Property until
DEQ determines in writing that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on site assessment data or a site-
specific risk assessment approved in writing by DEQ;
ii. the building is or would be sufficiently distant from the Brownfields
Property’s groundwater and/or soil contamination based on assessment data approved in writing
by DEQ that the building’s users, public health and the environment will be protected from risk
from vapor intrusion related to said contamination; or
iii. vapor intrusion mitigation measures are installed and/or implemented
to the satisfaction of a professional engineer licensed in North Carolina, as evidenced by said
engineer’s professional seal on a report that includes photographs and a description of the
installation and performance of said measures. Any design specification for vapor intrusion
mitigation measures shall be approved in writing by DEQ in advance of installation and/or
implementation of said measures. The design specifications shall include methodology(ies) for
demonstrating performance of said measures.

21

500 W. Fifth Street/21016-17-034/20Jul2017

l. 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.
m. 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 Forsyth
County land records, Book ____, Page ____.” A copy of any such instrument shall be sent to the
persons listed in Section XV (Notices and Submissions), though financial figures and other
confidential information related to the conveyance may be redacted to the extent said redactions
comply with the confidentiality and trade secret provisions of the North Carolina Public Records
Law. The owner may use the following mechanisms to comply with the obligations of this
paragraph: (i) If every lease and rider is identical in form, the owner conveying an interest may
provide DEQ with copies of a form lease or rider evidencing compliance with this paragraph, in
lieu of sending copies of actual, executed leases, to the persons listed in Section XV (Notice and
Submissions); or (ii) The owner conveying an interest may provide abstracts of leases, rather
than full copies of said leases, to the persons listed in Section XV.
n. 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

22

500 W. Fifth Street/21016-17-034/20Jul2017

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 products and materials customarily used and stored in
residential, retail, office, and parking environments, provided such products and materials are
stored in original retail packaging and used and disposed of in accordance with applicable laws;
or
iii. 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.
o. Within 60 days after the effective date of this Agreement or prior to land
disturbance activities, Prospective Developer shall abandon the onsite inactive water supply well,
and any monitoring wells, injection wells, recovery wells, piezometers and other man-made
points of groundwater access at the Brownfields Property, in accordance with Subchapter 2C of
Title 15A of the North Carolina Administrative Code, unless an alternate schedule is approved
by DEQ. Within 30 days after doing so, the Prospective Developer shall provide DEQ a report,
setting forth the procedures and results.
p. 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

23

500 W. Fifth Street/21016-17-034/20Jul2017

within a time period acceptable to DEQ, unless compliance with this Land Use Restriction is
waived in writing by DEQ in advance.
q. During January of each year after the year in which the Notice referenced
below in paragraph 20 is recorded, the owner of any part of the Brownfields Property as of
January 1st of that year shall submit a notarized Land Use Restrictions Update (“LURU”) to
DEQ, and to the chief public health and environmental officials of Forsyth County, certifying
that, as of said January 1st, the Notice of Brownfields Property containing these land use
restrictions remains recorded at the Forsyth County Register of Deeds office and that the land
use restrictions are being complied with as to the Brownfields Property or the portion of the
Brownfields Property for which the LURU is submitted. The submitted LURU shall state the
following:
i. the name, mailing address, telephone and facsimile numbers, and contact
person’s e-mail address of the owner submitting the LURU if said owner, 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 and facsimile
numbers, 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 15.k.iii. above are performing as designed, and whether the uses of the ground

24

500 W. Fifth Street/21016-17-034/20Jul2017

floors of any buildings containing such vapor barrier and/or mitigation systems have changed,
and, if so, how.
iv. whether any building foundation, asphalt or other soil cap installed or
in use pursuant to subparagraph 15.i. above are being maintained such that they are intact,
uncompromised, in good condition and continuing to serve as barriers to the soil contamination
in relation to which they were installed.
r. A LURU submitted for rental units shall include the rent roll and enough of
each lease entered into during the previous calendar year to demonstrate compliance with lessee
notification requirements in paragraphs 21 and 22 of this agreement provided that if standard
form leases are used in every instance, a copy of such standard form lease may be sent in lieu of
copies of actual leases.
16. The desired result of the above-referenced land use restrictions is to make the
Brownfields Property suitable for the uses specified in the Agreement while fully protecting
public health and the environment.
17. The guidelines, including parameters, principles and policies within which the
desired results are to be accomplished are, as to field procedures and laboratory testing, the
Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that

25

500 W. Fifth Street/21016-17-034/20Jul2017

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

26

500 W. Fifth Street/21016-17-034/20Jul2017

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.
21. This Agreement shall be attached as Exhibit A to the Notice of Brownfields
Property. Subsequent to recordation of said Notice, any deed or other instrument conveying an
interest in the Brownfields Property shall contain the following notice: “This property is subject
to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property
recorded in the Forsyth County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing
compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.

27

500 W. Fifth Street/21016-17-034/20Jul2017

22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
VII. DUE CARE/COOPERATION
23. The Prospective Developer shall exercise due care at the Brownfields Property with
respect to the manner in which regulated substances are handled at the Brownfields Property and
shall comply with all applicable local, State, and federal laws and regulations. The Prospective
Developer agrees to cooperate fully with any assessment or remediation of the Brownfields
Property by DEQ and further agrees not to interfere with any such assessment or remediation. In
the event the Prospective Developer becomes aware of any action or occurrence which causes or
threatens a release of contaminants at or from the Brownfields Property, the Prospective
Developer shall immediately take all appropriate action to prevent, abate, or minimize such
release or threat of release, shall comply with any applicable notification requirements under
NCGS § 130A-310.1 and 143-215.85, Section 103 of CERCLA, 42 USC § 9603, and/or any
other law, and shall immediately notify the DEQ Official referenced in paragraph 35.a. below of
any such required notification.
VIII. CERTIFICATION
24. By entering into this Agreement, the Prospective Developer certifies that, without
DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated March 21, 2017, by which it applied for this
Agreement and subsequent correspondence. That use is none other than for high density

28

500 W. Fifth Street/21016-17-034/20Jul2017

residential, retail, office, restaurant, fitness club, open space, and parking uses, and with approval
by DEQ, other commercial uses. Prospective Developer also certifies that to the best of its
knowledge and belief it has fully and accurately disclosed to DEQ all information known to
Prospective Developer and all information in the possession or control of its officers, directors,
employees, contractors and agents which relates in any way to any past use of regulated
substances or known contaminants at the Brownfields Property and to its qualification for this
Agreement, including the requirement that it not have caused or contributed to the contamination
at the Brownfields Property.
IX. DEQ’S COVENANT NOT TO SUE AND RESERVATION OF RIGHTS
25. Unless any of the following apply, Prospective Developer shall not be liable to DEQ,
and DEQ covenants not to sue Prospective Developer, for remediation of the Brownfields
Property except as specified in this Agreement:
a. The Prospective Developer fails to comply with this Agreement.
b. The activities conducted on the Brownfields Property by or under the control
or direction of the Prospective Developer increase the risk of harm to public health or the
environment, in which case Prospective Developer shall be liable for remediation of the areas of
the Brownfields Property, remediation of which is required by this Agreement, to the extent
necessary to eliminate such risk of harm to public health or the environment.
c. A land use restriction set out in the Notice of Brownfields Property required
under NCGS § 130A-310.35 is violated while the Prospective Developer owns the Brownfields
Property, in which case the Prospective Developer shall be responsible for remediation of the

29

500 W. Fifth Street/21016-17-034/20Jul2017

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
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.

30

500 W. Fifth Street/21016-17-034/20Jul2017

g. DEQ obtains new information about a contaminant associated with the
Brownfields Property or exposures at or around the Brownfields Property that raises the risk to
public health or the environment associated with the Brownfields Property beyond an acceptable
range and in a manner or to a degree not anticipated in this Agreement.
h. The Prospective Developer fails to file a timely and proper Notice of
Brownfields Property under NCGS § 130A-310.35.
26. Except as may be provided herein, DEQ reserves its rights against Prospective
Developer as to liabilities beyond the scope of the Act.
27. This Agreement does not waive any applicable requirement to obtain a permit,
license or certification, or to comply with any and all other applicable law, including the North
Carolina Environmental Policy Act, NCGS § 113A-1, et seq.
28. Consistent with NCGS § 130A-310.33, the liability protections provided herein, and
any statutory limitations in paragraphs 25 through 27 above, apply to all the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
29. In consideration of DEQ’s Covenant Not To Sue in Section IX of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any

31

500 W. Fifth Street/21016-17-034/20Jul2017

action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.
XI. PARTIES BOUND

30. This Agreement shall apply to and be binding upon DEQ, and on the Prospective
Developer, its officers, directors, employees, and agents. Each Party’s signatory to this
Agreement represents that she or he is fully authorized to enter into the terms and conditions of
this Agreement and to legally bind the Party for whom she or he signs.
XII. DISCLAIMER
31. Prospective Developer and DEQ agree that this Agreement meets the requirements of
the Act, including but not limited to the requirements set forth in NCGS § 130A-310.32(a)(2).
However, this Agreement in no way constitutes a finding by DEQ as to the risks to public health
and the environment which may be posed by regulated substances at the Brownfields Property, a
representation by DEQ that the Brownfields Property is fit for any particular purpose, nor a
waiver of Prospective Developer’s duty to seek applicable permits or of the provisions of NCGS
§ 130A-310.37.
32. Except for the land use restrictions set forth in paragraph 15 above and NCGS §
130A-310.33(a)(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.

32

500 W. Fifth Street/21016-17-034/20Jul2017

XIII. DOCUMENT RETENTION
33. The Prospective Developer agrees to retain and make available to DEQ all business
and operating records, contracts, site studies and investigations, remediation reports, and
documents generated by and/or in the control of the Prospective Developer, its affiliates or
subsidiaries relating to storage, generation, use, disposal and management of regulated
substances at the Brownfields Property, including without limitation all Material Safety Data
Sheets or Safety Data Sheets, for six (6) years following the effective date of this Agreement,
unless otherwise agreed to in writing by the Parties. Said records may be retained electronically
such that they can be retrieved and submitted to DEQ upon request. At the end of six (6) years,
the Prospective Developer shall notify DEQ of the location of such documents and shall provide
DEQ with an opportunity to copy any documents at the expense of DEQ. By entering into this
Agreement, Prospective Developer waives no rights of confidentiality or privilege provided by
the North Carolina Public Records Act or otherwise and, at the time DEQ requests to copy or
inspect said documents, Prospective Developer shall provide DEQ with a log of documents
withheld from DEQ, including a specific description of the document(s) and the alleged legal
basis upon which they are being withheld. To the extent DEQ retains any copies of such
documents, Prospective Developer retains all rights it then may have to seek protection from
disclosure of such documents as confidential business information.
XIV. PAYMENT OF ENFORCEMENT COSTS
34. If the Prospective Developer fails to comply with the terms of this Agreement,
including, but not limited to, the provisions of Section V (Work to be Performed), it shall be

33

500 W. Fifth Street/21016-17-034/20Jul2017

liable for all litigation and other enforcement costs incurred by DEQ to enforce this Agreement
or otherwise obtain compliance.
XV. NOTICES AND SUBMISSIONS
35. Unless otherwise required by DEQ or a Party notifies the other Party in writing of a
change in contact information, all notices and submissions pursuant to this Agreement shall be
sent by prepaid first class U.S. mail, as follows:
a. for DEQ:
Sharon Poissant Eckard, PG (or successor in function)
N.C. Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646

b. for Prospective Developer:

Timothy L. Jefferies, Vice President and Assistant Secretary
Flow 500 West Fifth, LLC
1425 Plaza Drive
Winston-Salem, NC 27103

Stephen R. Berlin
Kilpatrick Townsend & Stockton, LLP
1001 W. Fourth Street
Winston-Salem, NC 27101

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.

34

500 W. Fifth Street/21016-17-034/20Jul2017

XVI. EFFECTIVE DATE
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and invalidate its signature on this Agreement.
XVII. TERMINATION OF CERTAIN PROVISIONS
37. If any Party believes that any or all of the obligations under Section VI
(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the
requirements of the Agreement, that Party may request in writing that the other Party agree to
terminate the provision(s) establishing such obligations; provided, however, that the provision(s)
in question shall continue in force unless and until the Party requesting such termination receives
written agreement from the other Party to terminate such provision(s).

XVIII. CONTRIBUTION PROTECTION
38. With regard to claims for contribution against Prospective Developer in relation to
the subject matter of this Agreement, Prospective Developer is entitled to protection from such
claims to the extent provided by NCGS § 130A-310.37(a)(5)-(6). The subject matter of this

35

500 W. Fifth Street/21016-17-034/20Jul2017

Agreement is all remediation taken or to be taken and response costs incurred or to be incurred
by DEQ or any other person in relation to the Brownfields Property.
39. The Prospective Developer agrees that, with respect to any suit or claim for
contribution brought by it in relation to the subject matter of this Agreement, it will notify DEQ
in writing no later than 60 days prior to the initiation of such suit or claim.
40. The Prospective Developer also agrees that, with respect to any suit or claim for
contribution brought against it in relation to the subject matter of this Agreement, it will notify
DEQ in writing within 10 days of receiving said suit or claim.
XIX. PUBLIC COMMENT
41. This Agreement shall be subject to a public comment period of at least 30 days
starting the day after the last of the following public notice tasks occurs: publication of the
approved summary of the Notice of Intent to Redevelop a Brownfields Property required by
NCGS § 130A-310.34 in a newspaper of general circulation serving the area in which the
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
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.

36

500 W. Fifth Street/21016-17-034/20Jul2017

IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By:

____________________________________________________________________________
Michael E. Scott Date
Director, Division of Waste Management

IT IS SO AGREED:
Flow 500 West Fifth, LLC
By:

____________________________________________________________________________
Donald E. Flow Date
Manager
SITE LOCATION MAP
GMAC BUILDING
500 WEST 5tH STREET
WINSTON-SALEM, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
FIGURE NO:
07-26-16 0
1WCS-035
0 2000 4000
APPROXIMATE
SCALE IN FEET
N
U.S.G.S. QUADRANGLE MAP
7.5 MINUTE SERIES (TOPOGRAPHIC)
2923 S. Tryon Street, Suite 100
Charlotte, NC 28203
704.586.0007(p) 704.586.0373(f)
WINSTON-SALEM EAST, NORTH CAROLINA 1997
SITE
1
500 W. Fifth Street/21016-17-034/28Jun2017

Exhibit 2

The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred on July 21, 2016. The following tables set forth, for
contaminants present at the Brownfields Property above unrestricted use standards or screening
levels, the concentration or maximum concentration found at each sample location, and the
applicable standard or screening level. Screening levels and groundwater standards are shown
for reference only and are not set forth as cleanup levels for purposes of this Agreement.

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 Remediation Goals
of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section (October 2016 version):

Soil
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(mg/kg)
Residential
Screening
Level1
(mg/kg)
Arsenic
B1 1 7/18/2016 2.98
0.68
B2 5 7/18/2016 3.38
B3 1 7/18/2016 3.19
B4 5 7/18/2016 2.61
B5 1 7/18/2016 3.88
B7 1 7/18/2016 4.76
B7 5 7/18/2016 3.62
B8 1 7/19/2016 11.7
Benzo(a)anthracene B6 1 7/18/2016 1.23 0.16
Benzo(a)pyrene B6 1 7/18/2016 1.54 0.016 B7 1 7/18/2016 0.0755
Benzo(b)fluoranthene B3 1.0 7/18/2016 0.689 0.160 B6 1 7/18/2016 2.53
Ethylbenzene
GP-4 24 8/11/2004 22.3
5.8
SB-1 14-15 12/28/2004 11.8
MW-1 20 8/25/2004 11.1
MW-1 30 8/25/2004 12.6
MW-1 40 8/25/2004 8.06
Indeno (1,2,3-cd) pyrene B6 1 7/18/2016 1.09 NE2
4-Isopropyltoluene
GP-4 24 8/11/2004 9.82
NE SB-1 3.5-4.5 1/26/2006 10
MW-1 30 8/25/2004 5.42
MW-1 40 8/25/2004 4.03
4-Isopropyltoluene SB-1 14-15 12/28/2004 5.84 NE SB-2 13-14 12/28/2004 1.03
2
500 W. Fifth Street/21016-17-034/28Jun2017

Soil
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(mg/kg)
Residential
Screening
Level1
(mg/kg)
SB-3 13-14 12/28/2004 2.89
SB-4 13-14 12/28/2004 0.018
Naphthalene

GP-4 24 8/11/2004 58.5
3.8
SB-1 3.5-4.5 1/26/2006 4.6
MW-1 20 8/25/2004 33.3
MW-1 30 8/25/2004 22.8
MW-1 40 8/25/2004 21.4
SB-1 14-15 12/28/2004 64.6
SB-2 13-14 12/28/2004 4.42
SB-3 13-14 12/28/2004 16.1
1-Methylnaphthalene
GP-4 24 8/11/2004 90.4
18
SB-1 14-15 12/28/2004 76.5
B-3 13-14 12/28/2004 22.3
MW-1 20 8/25/2004 50.9
MW-1 30 8/25/2004 66
MW-1 40 8/25/2004 45.9
2-Methylnaphthalene
GP-4 24 8/11/2004 194
48
SB-1 3.5-4.5 1/26/2006 62
MW-1 20 8/25/2004 101
MW-1 30 8/25/2004 130
MW-1 40 8/25/2004 88.8
SB-1 14-15 12/28/2004 154
Phenanthrene
B3 1 7/18/2016 0.481
NE
B4 1 7/18/2016 0.779
B6 1 7/18/2016 1.10
B7 1 7/18/2016 0.166
B7 5 7/18/2016 0.325
GP-4 24 8/11/2004 37.9
MW-1 20 8/25/2004 16.5
MW-1 30 8/25/2004 20.9
MW-1 40 8/25/2004 14.8
SB-1 14-15 12/28/2004 19.8
SB-3 13-14 12/28/2004 4.39
SB-1 1/26/2006 15
Petroleum hydrocarbons,
C9-C18 Aliphatics
GP-4 24 8/11/2004 26,000 6.86 SB-1 3.5-4.5 1/26/2006 7,600
Petroleum hydrocarbons,
C19-C36 Aliphatics SB-1 3.5-4.5 1/26/2006 2,400 104
Petroleum hydrocarbons,
C9-C10 Aromatics
GP-4 24 8/11/2004 5,370 22 MW-1 20 8/25/2004 1,940
3
500 W. Fifth Street/21016-17-034/28Jun2017

Soil
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(mg/kg)
Residential
Screening
Level1
(mg/kg)
MW-1 30 8/25/2004 1,890
MW-1 40 8/25/2004 704
SB-1 3.5-4.5 1/26/2006 280
Petroleum hydrocarbons,
C11-C12 Aromatics
GP-4 24 8/11/2004 4,300
22
SB-1 3.5-4.5 1/26/2006 2,400
MW-1 20 8/25/2004 3,360
MW-1 30 8/25/2004 4,030
MW-1 40 8/25/2004 3,080
Total Petroleum
Hydrocarbons -DRO
GP-4 24 8/11/2004 23,200
1003 GP-5 15 8/11/2004 9,830
GP-6 15 8/11/2004 13,700
SB-1 3.5-4.5 1/26/2006 1,040
Total Petroleum
Hydrocarbons – GRO
GP-4 24 8/11/2004 1,110
503 GP-5 15 8/11/2004 29
GP-6 15 8/11/2004 676
SB-1 3.5-4.5 1/26/2006 15,900
1,2,4-Trimethylbenzene
GP-4 24 8/11/2004 129
11.6
SB-1 3.5-4.5 1/26/2006 35
MW-1 20 8/25/2004 73.4
MW-1 30 8/25/2004 66.4
MW-1 40 8/25/2004 55.1
SB-1 14-15 12/28/2004 93.2
SB-3 13-14 12/28/2004 30.7
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.
2NE – No established screening level
3DEQ Action Level (July 26, 2016)
4
500 W. Fifth Street/21016-17-034/28Jun2017

SOIL VAPOR
Soil vapor contaminants, in micrograms per cubic meter, the screening levels for which are
contained in the DWM Vapor Intrusion Guidance, Residential Vapor Intrusion Screening Levels
(VISL) (October 2016 version):

Soil Vapor
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(µg/m3)
Residential
Screening
Level1 (µg/m3)
1,3-Butadiene SG1 10 7/19/2016 25 L-032 13.9 SG2 10 7/19/2016 38 L-03
Cis-1,2-
Dichloroethylene SG1 10 7/19/2016 0.38J4 NE3
Ethanol
SG7 7 7/19/2016 14 L-03,
V-055, J NE
SG8 9.5 7/19/2016 130 L-03, V-
05
4-Ethyltoluene
SG1 10 7/19/2016 4.2
NE
SG2 10 7/19/2016 4.3
SG3 10 7/19/2016 4.5
SG4 10 7/19/2016 3.7
SG5 10 7/19/2016 3.4
SG6 10 7/19/2016 3.5
SG7 7 7/19/2016 3.5
SG8 9.5 7/19/2016 3.4
Heptane
SG1 10 7/19/2016 120
NE
SG2 10 7/19/2016 97
SG3 10 7/19/2016 65
SG4 10 7/19/2016 30
SG5 10 7/19/2016 8.0
SG6 10 7/19/2016 12
SG7 7 7/19/2016 53
SG8 9.5 7/19/2016 11
Naphthalene SG1 10 7/19/2016 62 20.9
Trichlorofluoromethane
SG1 10 7/19/2016 4.9
NE
SG2 10 7/19/2016 3.5J
SG3 10 7/19/2016 1.7J
SG4 10 7/19/2016 1.6J
SG5 10 7/19/2016 4.3J
SG6 10 7/19/2016 9.1
SG7 7 7/19/2016 25
SG8 9.5 7/19/2016 15
1,3,5-Trimethylbenzene SG1 10 7/19/2016 3.6 NE
5
500 W. Fifth Street/21016-17-034/28Jun2017

Soil Vapor
Contaminant
Sample
Location
Depth
(ft)
Date of
Sampling
Concentration
Exceeding
Screening
Level
(µg/m3)
Residential
Screening
Level1 (µg/m3)
SG2 10 7/19/2016 3.9
1,3,5-Trimethylbenzene
SG3 10 7/19/2016 3.1
NE
SG4 10 7/19/2016 2.6
SG5 10 7/19/2016 1.8
SG6 10 7/19/2016 1.9
SG7 7 7/19/2016 2.8
SG8 9.5 7/19/2016 2.4
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.
2 L-03 – Laboratory fortified blank/laboratory control sample recovery was outside of control
limits resulting in a concentration that is likely biased on the low side for this compound.
3 NE – No established screening level
4 J – Estimated value below the reporting limit
5V-05 – Continuing calibration did not meet method specifications and was biased on the low
side for this compound.

6
500 W. Fifth Street/21016-17-034/28Jun2017

SUB-SLAB VAPOR
Sub-slab vapor contaminants in micrograms per cubic meter, the screening levels for which are
contained in the DWM Vapor Intrusion Guidance, Residential Vapor Intrusion Screening Levels
(VISL) (October 2016 version):

Sub-Slab Vapor
Contaminant

Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening Level
(g/m3)
Residential
Screening
Limit1
(g/m3)
Chloroform
SS-1 7/20/2016 45
40.7
SS-2 7/20/2016 66
SS-4 7/20/2016 72
SS-5 7/20/2016 59
SS-6 7/20/2016 48
Dibromochloromethane
SS-1 7/20/2016 1.0
NE2
SS-2 7/20/2016 1.2
SS-3 7/20/2016 0.51J3
SS-4 7/20/2016 1.6
SS-5 7/20/2016 1.6
SS-6 7/20/2016 1.2
SS-7 7/20/2016 0.31J
SS-8 7/20/2016 0.85
SS-9 7/20/2016 0.99
1,3-Dichlorobenzene
SS-2 7/20/2016 0.19J
NE
SS-4 7/20/2016 0.20J
SS-5 7/20/2016 0.32
SS-6 7/20/2016 0.18J
SS-7 7/20/2016 0.16J
SS-9 7/20/2016 0.36J
Ethanol
SS-1 7/20/2016 390 L-034,V-055
NE
SS-2 7/20/2016 47 L-03, V05
SS-3 7/20/2016 81 L-03, V-05
SS-4 7/20/2016 46 L-03, V-05
SS-5 7/20/2016 52 L-03, V-05
SS-6 7/20/2016 48 L-03, V-05
SS-7 7/20/2016 58 L-03, V-05
SS-8 7/20/2016 41 L-03, V-05
SS-9 7/20/2016 42 L-03, V-05
4-Ethyltoluene
SS-1 7/20/2016 0.34J
NE
SS-2 7/20/2016 0.35J
SS-3 7/20/2016 0.26J
SS-4 7/20/2016 0.21J
SS-5 7/20/2016 0.20J
4-Ethyltoluene SS-6 7/20/2016 0.28J NE
7
500 W. Fifth Street/21016-17-034/28Jun2017

Sub-Slab Vapor
Contaminant

Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening Level
(g/m3)
Residential
Screening
Limit1
(g/m3)
SS-7 7/20/2016 0.37J
SS-8 7/20/2016 0.36J
SS-9 7/20/2016 0.54
Heptane
SS-6 7/20/2016 0.56
NE SS-7 7/20/2016 0.20J
SS-9 7/20/2016 0.36J
Trichlorofluoromethane
SS-1 7/20/2016 1.4J
NE
SS-2 7/20/2016 1.4J
SS-3 7/20/2016 1.4J
SS-4 7/20/2016 1.8J
SS-5 7/20/2016 1.6J
SS-6 7/20/2016 3.7
SS-7 7/20/2016 1.9J
SS-8 7/20/2016 4.6
SS-9 7/20/2016 5.4
1,3,5-Trimethylbenzene
SS-1 7/20/2016 0.42J
NE
SS-2 7/20/2016 0.44J
SS-3 7/20/2016 0.40J
SS-4 7/20/2016 0.32J
SS-5 7/20/2016 0.28J
SS-6 7/20/2016 0.32J
SS-7 7/20/2016 0.48J
SS-8 7/20/2016 0.46J
SS-9 7/20/2016 0.69
1Screening levels displayed for non-carcinogens are for hazard quotient equal to 0.2. Screening
levels displayed for carcinogens are for 1.0E-6 lifetime incremental cancer risk target.
2 NE – No established screening level
3 J-estimated value below the laboratory reporting limit
4 L-03 – Laboratory fortified blank/laboratory control sample recovery was outside of control
limits resulting in a concentration that is likely biased on the low side for this compound.
5 V-05 - Continuing calibration did not meet method specifications and was biased on the low
side for this compound.

3
3
6
-
8
8
5
-
1
3
6
6
H
I
G
H

P
O
I
N
T

N
.
C
.

2
7
2
6
2
1
4
5

W
.

P
A
R
R
I
S

A
V
E

.

,

S
U
I
T
E

1
0
1
C
O
M
P
A
N
Y

R
E
G
I
S
T
R
A
T
I
O
N

P
-
0
1
3
6
S
G
R
O
I

L
A
N
D

S
U
R
V
E
Y
I
N
G

,

P
L
L
C
.
S
S
6
S
S
-
1
S
S
-
4
S
S
-
5
B2/SG2B1/SG1
B
-
3
/
S
G
3
B
-
6
/
S
G
5
B
-
7
/
S
G
6
S
S
-
2
P
R
E
L
I
M
I
N
A
R
Y
-

N
O
T

F
O
R

R
E
C
O
R
D
A
T
I
O
N
S
A
L
E
S

O
R

C
O
N
V
E
Y
A
N
C
E
-
-
W
I
N
S
T
O
N
-
S
A
L
E
M

,

N
.
C
.
-
-
F
O
R
S
Y
T
H

C
O
U
N
T
Y
W
I
N
S
T
O
N

T
O
W
N
S
H
I
P

E
X
H
I
B
I
T

B

T
O

T
H
E
N
O
T
I
C
E

O
F

B
R
O
W
N
F
I
E
L
D
S

P
R
O
P
E
R
T
Y
S
U
R
V
E
Y

P
L
A
T
5
0
0

W
E
S
T

5
T
H

S
T
,

6
0
1

W
E
S
T

4
T
H

S
T
F
L
O
W

5
0
0

W
E
S
T

F
I
F
T
H
,

L
L
C
,

P
R
O
S
P
E
C
T
I
V
E

D
E
V
E
L
O
P
E
R
P
R
O
J
E
C
T

#

2
1
0
6
-
1
7
-
0
3
4
5
0
1

W
.

F
O
U
R
T
H

S
T
.
S
S
-
3
B
4
/
S
G
4
B
-
5
B
-
8
S
G
8
S
G
7
S
S
8
S
S
9
S
S
7
G
P
6
G
P
5
G
P
4
M
W
1
S
B
4
S
B
3
S
B
2
S
B
1
S
B
-
1
3
3
6
-
8
8
5
-
1
3
6
6
H
I
G
H

P
O
I
N
T

N
.
C
.

2
7
2
6
2
1
4
5

W
.

P
A
R
R
I
S

A
V
E

.

,

S
U
I
T
E

1
0
1
C
O
M
P
A
N
Y

R
E
G
I
S
T
R
A
T
I
O
N

P
-
0
1
3
6
S
G
R
O
I

L
A
N
D

S
U
R
V
E
Y
I
N
G

,

P
L
L
C
.
-
-
W
I
N
S
T
O
N
-
S
A
L
E
M

,

N
.
C
.
-
-
F
O
R
S
Y
T
H

C
O
U
N
T
Y
W
I
N
S
T
O
N

T
O
W
N
S
H
I
P

E
X
H
I
B
I
T

B

T
O

T
H
E
N
O
T
I
C
E

O
F

B
R
O
W
N
F
I
E
L
D
S

P
R
O
P
E
R
T
Y
S
U
R
V
E
Y

P
L
A
T
5
0
0

W
E
S
T

5
T
H

S
T
,

6
0
1

W
E
S
T

4
T
H

S
T
F
L
O
W

5
0
0

W
E
S
T

F
I
F
T
H
,

L
L
C
,

P
R
O
S
P
E
C
T
I
V
E

D
E
V
E
L
O
P
E
R
P
R
O
J
E
C
T

#

2
1
0
6
-
1
7
-
0
3
4
5
0
1

W
.

F
O
U
R
T
H

S
T
.
“”“” “” “” “” “” “” “” “” “”
“
”

“
”
3
3
6
-
8
8
5
-
1
3
6
6
H
I
G
H

P
O
I
N
T

N
.
C
.

2
7
2
6
2
1
4
5

W
.

P
A
R
R
I
S

A
V
E

.

,

S
U
I
T
E

1
0
1
C
O
M
P
A
N
Y

R
E
G
I
S
T
R
A
T
I
O
N

P
-
0
1
3
6
S
G
R
O
I

L
A
N
D

S
U
R
V
E
Y
I
N
G

,

P
L
L
C
.
-
-
W
I
N
S
T
O
N
-
S
A
L
E
M

,

N
.
C
.
-
-
F
O
R
S
Y
T
H

C
O
U
N
T
Y
W
I
N
S
T
O
N

T
O
W
N
S
H
I
P

E
X
H
I
B
I
T

B

T
O

T
H
E
N
O
T
I
C
E

O
F

B
R
O
W
N
F
I
E
L
D
S

P
R
O
P
E
R
T
Y
S
U
R
V
E
Y

P
L
A
T
5
0
0

W
E
S
T

5
T
H

S
T
,

6
0
1

W
E
S
T

4
T
H

S
T
F
L
O
W

5
0
0

W
E
S
T

F
I
F
T
H
,

L
L
C
,

P
R
O
S
P
E
C
T
I
V
E

D
E
V
E
L
O
P
E
R
P
R
O
J
E
C
T

#

2
1
0
6
-
1
7
-
0
3
4
5
0
1

W
.

F
O
U
R
T
H

S
T
.

Exhibit C
Legal Description

All those lots or parcels of land located in the City of Winston Salem, Forsyth County, North Carolina
being more particularly described as follows:
LOT A:
BEGINNING at a PK nail set at the southwest intersection of West Fifth Street and North Spruce Street,
said PK nail having North Carolina grid coordinates of N: 857388.65 and E:1630966.82 and running
thence with the western right-of-way line of North Spruce Street S 07º 16’ 55” East 184.19 feet to a
point in the northeast corner of Lot B; thence with the north property line of Lot B, S 82º 11’ 25” West
200.59 feet to a point on the eastern right-of-way line of Poplar Street; thence with eastern right-of-way
line of Poplar Street N 07º 13’ 45” West 183.27 feet to PK nail set at the southeast intersection of West
Fifth Street and Poplar Street, said PK nail having North Carolina grid coordinates of N: 857360.51 and E:
1630768.37; thence with a southern right-of-line of West Fifth Street N 81º 55’ 36” East 200.43 feet to
the POINT AND PLACE OF BEGINNING containing 36,837.9 square feet or 0.846 acres as shown on
Recombination Plat for Flow 500 West Fifth, LLC, prepared for FLOW 500 WEST FIFTH, LLC, by Sgroi Land
Surveying PLLC dated May 4, 2017, designated Project No. 2017-40, and recorded with the Forsyth
County Register of Deeds at Plat Book 66, Page 107. Reference to said survey is made in aid of
description.
LOT B:
STARTING at a PK nail set at the southwest intersection of West Fifth Street and North Spruce Street,
said PK nail having North Carolina grid coordinates of N: 857388.65 and E:1630966.82 and running
thence with the western right-of-way line of North Spruce Street S 07º 16’ 55” East 184.19 feet to a
point in the southeast corner of Lot A, THE POINT AND PLACE OF BEGINNING; thence with the western
right-of-way line of North Spruce Street S 07º 16’ 55” East 288.31 feet to a PK nail set at the northwest
intersection of Fourth Street and North Spruce Street; thence with the northern right-of-way line of
Fourth Street S 82º 24’ 55” West 200.85 feet to a PK nail found at the northeast intersection of Fourth
Street and Poplar Street; thence with eastern right-of-way line of Poplar Street N 07º 13’ 45” West
287.53 feet to a point in the southwest corner of Lot A; thence along the south property line of Lot A
N 82º 11’ 25” East 200.59 feet to a point THE POINT AND PLACE OF BEGINNING containing 57,791.0
square feet or 1.327 acres as shown on Recombination Plat for Flow 500 West Fifth, LLC, prepared for
FLOW 500 WEST FIFTH, LLC, by Sgroi Land Surveying PLLC dated May 4, 2017, designated Project No.
2017-40 and recorded with the Forsyth County Register of Deeds at Plat Book 66, Page 107. Reference
to said survey is made in aid of description.
LOT C:
BEGINNING at a PK nail set at a western right-of-way line of Poplar Street at its point of intersection with
the southern right-of-way line of West Fifth Street said PK nail being located S 78º 12’ 47” West 50.16
feet from a PK nail having North Carolina grid coordinates of N:857360.51 and E:1630768.37 and
running thence with the western right-of-way line of Poplar Street S 07º 15’ 46” East 211.35 feet to a PK

nail set; thence S 40º 16’ 52” West 9.81 feet to a PK nail set in the northern right-of-way line of Four and
½ Street; thence with the northern right-of-way line of Four and ½ Street S 82º 10’ 32” West 139.89 feet
to a PK nail set, said PK nail being the Southeast corner of property conveyed to Centenary United
Methodist Church by deed recorded in Deed Book 369, Page 21, Forsyth County Registry; thence with
the East line of Centenary United Methodist Church N 07º 08’ 28” West 220.86 feet to at one inch iron
pipe set in the southern right-of-way line of West Fifth Street; thence with the southern right-of-way
line of West Fifth Street N 82º 02’ 09” East 144.52 feet to a P.K. Nail, thence N 40º 13’ 04” East 3.91 feet
the point and place of BEGINNING containing 32,438.1 sq. feet or 0.745 acres as shown on ALTA/NSPS
Survey, prepared for FLOW 500 WEST FIFTH, LLC, by Sgroi Land Surveying PLLC dated March 28, 2017,
and designated Project No. 2017-40. This property is shown on the Forsyth County Tax Maps as Parcels
6835-07-6222.00 & 6835-07-7203.00.
LOT D:
BEGINNING at the PK nail set in the western right-of-way line of Poplar Street at its point of intersection
with the southern right-of-way line of Four and ½ Street, said PK nail having North Carolina grid
coordinates of N: 857087.42 and E: 1630752.76 and running thence with the western right-of-way line
of Poplar Street S 07º 11’ 04” East 199.0 feet to a PK nail set; thence S 43º 33’ 08” West 5.07 feet to a PK
nail set in the northern right-of-way line of Fourth Street; thence with the northern right-of-line of
Fourth Street S 82º 17’ 01” West 285.42 feet to a PK nail set, said PK nail being the Southeast corner of
property conveyed to Centenary United Methodist Church by deed recorded in Book 2150, Page 4165,
Forsyth County Registry; thence with the eastern line of Centenary United Methodist Church N 07º 18’
40” West 208.72 feet to a PK nail set in the southern right-of-line of Four and ½ Street; thence with the
southern right-of-way line of Four and ½ Street N 82º 10’ 32” East 282.51 feet to a PK nail set; thence S
53° 28’ 18” E 10.10 feet to the point and place of BEGINNING containing 60,490.6 square feet or 1.389
acres as shown on ALTA/NSPS Survey, prepared for FLOW 500 WEST FIFTH, LLC, by Sgroi Land Surveying
PLLC dated March 28, 2017, and designated Project No. 2017-40. Reference to said survey is made in
aid of description. This property is shown on the Forsyth County Tax Maps as Parcel 6835-06-6937.00.