19054_HD Supply PC Approval Package 20170824

From:Minnich, Carolyn
To:Paterson, Fern A. ([e-mail]); [e-mail]; "Nathan O"Leary"
Cc:michael scott; Nicholson, Bruce; Wahl, Tracy; Liggins, Shirley
Subject:19054 HD Supply Approval to Public Comment
Date:Thursday, August 24, 2017 8:49:00 AM
Attachments:19054_HD Supply PC Approval Package 20170819.pdf87144 8-23-17.pdfimage003.png
Importance:High
Dear Mike, Fern, and Nathan:
Based on acceptance by the Prospective Developer of drafts of all four required brownfieldsdocuments -- the Notice of Intent to Redevelop a Brownfields Property (NI), Summary of Notice of
Intent to Redevelop a Brownfields Property (SNI), Notice of Brownfields Property (NBP) and the
Brownfields Agreement (Exhibit A to the NBP) -- and DEQ's approval of the plat component of theNBP, Prospective Developer may now proceed to the tasks required by NCGS § 130.310.34(a) inconnection with the required public notice and comment period of at least 30 days regarding the
subject brownfields project. Those tasks are as follows:
1. Publish the approved SNI in a newspaper of general circulation serving the area in which thebrownfields property is located,
2. Conspicuously post a copy of the SNI at the brownfields property,
3. Mail or deliver the SNI to each owner of property contiguous to the brownfields property,
4. Provide a copy of the full NI to the local location where it will be available for public review asstated in the SNI, and
5. Provide a copy of the full NI, consisting of the one-page NI and the NBP with its three exhibits
(the Brownfields Agreement, the survey plat, and the legal description), to all local governmentshaving jurisdiction over the brownfields property.
Pursuant to NCGS § 130.310.34.(b), the public comment period shall begin following completion of
the above tasks. The NI and SNI, with a date filled in representing our belief as to how long itwill take you to complete those tasks by Friday, August 25, 2017 are attached hereto. Thecomment period shall not end any sooner than 30 days after you complete the tasks.
NCGS § 130.310.34(b) also requires the Prospective Developer to submit documentation of the
public notices to DEQ prior to DEQ entering into a Brownfields Agreement. That documentationshall be submitted by promptly providing to me, preferably at [e-mail] or atBrownfields Program, 1646 Mail Service Center, Raleigh, NC 27699-1646, the following:

Affidavit of publication of the SNI from the newspaper or a copy of the SNI published in the
newspaper which shows the name of the newspaper and the date of publication,
Photos of the SNI posted at the site, one close up to show the wording and one far enough to
show the posting location relative to the property,
Copies of the cover letters and copies of the mailing receipts stamped by the post office or
copies of the delivery service receipts for the SNI sent to contiguous property owners,
A letter confirming receipt of the full NI from each local government entity and the entity
where the document will be available for viewing or delivery confirmation from the carrier
confirming such receipt by these entities.
Thank you for your attention to these matters. If you have any questions or require additional
information, you may contact me.

Carolyn Minnich
Brownfields Project Manager
Division of Waste Management
Department of Environmental Quality

704 661 0330 office/mobile
[e-mail]

1646 Mail Service Center
Raleigh, NC 27699-1646

Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.

19054/HD Supply (DRAFT 20170803)

1
NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY
Site Name: HD Supply Brownfields Project Number: 19054-15-060

North Carolina’s Brownfields Property Reuse Act (the “Act”), North Carolina General Statutes
(“NCGS”) § 130A-310.30 through 130A-310.40, provides for the safe redevelopment of properties that may
have been or were contaminated by past industrial and commercial activities. One of the Act’s
requirements is this Notice of Intent to Redevelop a Brownfields Property approved by the North Carolina
Department of Environmental Quality (“DEQ”). See NCGS § 130A-310.34(a). The Notice of Intent must
provide, to the extent known, a legal description of the location of the brownfields property, a map showing
the location of the Brownfields Property, a description of the contaminants involved and their
concentrations in the media of the Brownfields Property, a description of the intended future use of the
Brownfields Property, any proposed investigation and remediation, and a proposed Notice of Brownfields
Property prepared in accordance with NCGS § 130A-310.35. The party (”Prospective Developer”) who
desires to enter into a Brownfields Agreement with DEQ must provide a copy of this Notice to all local
governments having jurisdiction over the Brownfields Property. The proposed Notice of Brownfields
Property for a particular brownfields project is attached hereto; the proposed Brownfields Agreement,
which is attached to the proposed Notice of Brownfields Property as Exhibit A, contains the other required
elements of this Notice. Written public comments may be submitted to DEQ within 30 days after the latest
of the following dates: the date the required summary of this Notice is (1) published in a newspaper of
general circulation serving the area in which the Brownfields Property is located, (2) conspicuously posted
at the Brownfields Property, and (3) mailed or delivered to each owner of property contiguous to the
Brownfields Property. Written requests for a public meeting may be submitted to DEQ within 21 days
after the period for written public comments begins. Those periods will start no sooner than Friday,
August 25, 2017, and will end on the later of: a) 30 and 21 days, respectively, after that; or b) 30 and 21
days, respectively, after completion of the latest of the three (3) above-referenced dates. All comments and
meeting requests should be addressed as follows:
Mr. Bruce Nicholson
Brownfields Program Manager Division of Waste Management NC Department of Environmental Quality
1646 Mail Service Center
Raleigh, North Carolina 27699-1646

19054/HD Supply (DRAFT 20170807)

SUMMARY OF NOTICE OF INTENT TO REDEVELOP A BROWNFIELDS PROPERTY Site Name: HD Supply Brownfields Project Number: 19054-15-060

Pursuant to NCGS § 130A-310.34, BMPI-ST1414 LLC, as Prospective Developer, has filed with
the North Carolina Department of Environmental Quality (“DEQ”) a Notice of Intent to Redevelop a
Brownfields Property (“Property”) in Charlotte, Mecklenburg County, North Carolina. The Brownfields
Property, which is the former site of HD Supply building, laundry & dry cleaners, and residences,
consists of 3.502 acres and is located at 1414 and 1424 South Tryon Street. Environmental
contamination exists on the Brownfields Property in soil and groundwater. BMPI-ST1414 LLC has
committed itself to redevelopment of the Brownfields Property which includes mixed use with office,
retail, multi-family residential, and with prior written DEQ approval, other commercial uses. The Notice
of Intent to Redevelop a Brownfields Property includes: (1) a proposed Brownfields Agreement between
DEQ and BMPI-ST1414 LLC, which in turn includes (a) a map showing the location of the Property,
(b) a description of the contaminants involved and their concentrations in the media of the Property, (c)
the above-stated description of the intended future use of the Brownfields Property, and (d) proposed
investigation and remediation; and (2) a proposed Notice of Brownfields Property prepared in
accordance with NCGS § 130A-310.35.

The full Notice of Intent to Redevelop a Brownfields Property may be reviewed at the Charlotte-
Mecklenburg Public Library, Robinson-Spangler Carolina Room, 310 North Tryon Street, Charlotte, NC
28202, [phone]; or at the offices of the N.C. Brownfields Program, 217 West Jones Street,
Raleigh, NC or by contacting Shirley Liggins at that address, at [e-mail], or at (919)
707-8383. The full Notice of Intent may also be viewed online at the DEQ public record database,
Laserfiche, by entering the project number 19054-15-060 into the search bar at the following web
address: http://edocs.deq.nc.gov/WasteManagement.

Written public comments may be submitted to DEQ within 30 days after the latest of the
following dates: the date this Notice is (1) published in a newspaper of general circulation serving the
area in which the Brownfields Property is located, (2) conspicuously posted at the Brownfields Property,
and (3) mailed or delivered to each owner of property contiguous to the Brownfields Property. Written
requests for a public meeting may be submitted to DEQ within 21 days after the period for written public
comments begins. Those periods will start no sooner than Friday, August 25, 2017, and will end on the
later of: a) 30 and 21 days, respectively, after that; or b) 30 and 21 days, respectively, after completion
of the latest of the three (3) above-referenced dates. All public comments and public meeting requests
should be addressed as follows:

Mr. Bruce Nicholson
Brownfields Program Manager
Division of Waste Management NC Department of Environmental Quality 1646 Mail Service Center
Raleigh, North Carolina 27699-1646

19054/HD Supply (DRAFT 20170819)
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Property Owner: BMPI-ST1414 LLC Recorded in Book ____, Page ____
Associated plat recorded in Plat Book ____, Page ____
NOTICE OF BROWNFIELDS PROPERTY
Site Name: HD Supply Brownfields Project Number: 19054-15-060
This documentary component of a Notice of Brownfields Property (“Notice”), as well as the plat
component, have been filed this _____ day of __________________, 201__ by BMPI-ST1414 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 one parcel and contains approximately 3.502 acres of land located at 1414 and 1422 South Tryon Street in Charlotte, North Carolina (Tax Parcel No. 07309204). The Brownfields Property is currently improved with a multi-use building, a warehouse and asphalt/concrete-paved driveways and parking
lots. Planned redevelopment of the Brownfields Property includes mixed use with office, retail, multi-family
residential, and with prior written DEQ approval, other commercial uses. The Brownfields Property is surrounded
by land in commercial, retail, and residential purposes. Historical operations from dry cleaners and a previous

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underground storage tank (UST) have impacted the soil and groundwater on the Brownfields Property.

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

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

(1) The location and dimensions of the areas of potential environmental concern with respect to permanently surveyed benchmarks.
(2) The type, location and quantity of regulated substances and contaminants known to exist on the
Brownfields Property.
Attached hereto as Exhibit C is a legal description of the Brownfields Property that would be sufficient
as a description of the property in an instrument of conveyance.

LAND USE RESTRICTIONS
NCGS § 130A-310.35(a) also requires that the Notice identify any restrictions on the current and future use of the Brownfields Property that are necessary or useful to maintain the level of protection appropriate for the
designated current or future use of the Brownfields Property and that are designated in the Brownfields
Agreement. The restrictions shall remain in force in perpetuity unless canceled by the Secretary of DEQ
(or its successor in function), or his/her designee, after the hazards have been eliminated, pursuant to NCGS § 130A-310.35(e). All references to DEQ shall be understood to include any successor in function. The restrictions are hereby imposed on the Brownfields Property, and are as follows:
1. No use may be made of the Brownfields Property other than for office, retail, multi-family residential, and
with prior written DEQ approval, other commercial uses. For purposes of this restriction, the following definitions apply:
a. “Office” is defined as the provision of business or professional services.
b. “Retail” is defined as the sale of goods, products, services or merchandise directly to the consumer,
including without limitation restaurants, retail pet stores, nail and hair salons, spas, and drop-off/pick-up dry-
cleaner stores that perform no dry-cleaning on-site.
c. “Multi-Family Residential” is defined as multi-unit human dwellings, such as condominia, or apartments. Single family homes, townhomes, duplexes, or other units with yards are prohibited unless
approved in writing by DEQ in advance.

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d. “Commercial” is defined as an enterprise carried on for profit or nonprofit by the owner, lessee or
licensee.
2. The Brownfields Property may not be used for child care centers, adult care centers, primary schools, or
drycleaners without the prior written approval of DEQ.
3. Groundwater at the Brownfields Property may not be used for any purpose, other than in connection with
legally compliant storm water collection and reuse techniques, without the prior written approval of DEQ.
4. Unless compliance with this Land Use Restriction is waived in writing by DEQ in advance in regard to
particular activity, no activities that encounter, expose, remove or use groundwater (for example, installation of
water supply wells, ponds, lakes or swimming pools, or construction or excavation activities that encounter or expose groundwater) may occur on the Brownfields Property unless and until DEQ states in writing, in advance
of the proposed activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in Land Use Restriction No.
1, above, while fully protecting public health and the environment. Prior sampling and analysis of groundwater
to the written satisfaction of DEQ in any areas proposed for such activities, and submittal of the analytical results to DEQ is required. If such results reflect contaminant concentrations that exceed the standards and
screening levels applicable to the uses authorized for the Brownfields Property, the groundwater-related
activities proposed may only occur in compliance with any written conditions DEQ imposes. Activities may
occur if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property will be
suitable for the uses specified in Land Use Restriction No. 1, above, while fully protecting public health and the environment.
5. 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 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”, except in the area designated the
“Area of Known Soil Contamination” on the plat component of this Notice, within which area there shall be no
activity that exposes soil except as provided in Land Use Restriction No. 16 below;
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 below in Land Use Restriction No. 10.
6. No use of the Brownfields Property may occur until the then owner of the Brownfields Property [or
Prospective Developer] conducts representative final grade soil sampling of any area within the “Area of
Known Soil Contamination” of the Brownfields Property on the plat component of this Notice pursuant to a

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4
plan approved in writing by DEQ that is not covered by building foundations, sidewalks, or asphaltic or
concrete parking areas and driveways.
7. 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 below in Land Use Restriction No. 10.
8. No enclosed building may be constructed on the Brownfields Property and no existing building, defined as
those depicted on the plat component of the Notice, may be occupied 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; or
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.
9. 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 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.
10. Physical redevelopment of the Brownfields Property may not occur other than in accord, as determined by
DEQ, with an EMP approved in writing by DEQ in advance (and revised to DEQ’s written satisfaction prior to
each subsequent redevelopment phase as DEQ deems necessary) that is consistent with all the other land use
restrictions and describes redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and addresses health, safety and environmental issues that may arise from use of the Brownfields
Property during construction or redevelopment in any other form, including without limitation:
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 paragraphs 7 and 8 of the attached Exhibit A;
c. contingency plans for addressing, including without limitation the testing of soil and

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5
groundwater, newly discovered potential sources of environmental contamination (e.g., USTs, tanks, drums,
septic drain fields, oil-water separators, soil contamination); and
d. plans for the proper characterization of, and, as necessary, disposal of contaminated soils
excavated during redevelopment.
11. As part of the Land Use Restriction Update described below in Land Use Restriction No. 17 for each year
following the effective date of this Agreement for as long as physical redevelopment of the Brownfields
Property continues (except that the final deadline shall fall 90 days after the conclusion of physical
redevelopment), the then owner of the Brownfields Property shall provide DEQ a report subject to written DEQ
approval on environment-related activities since the last report, with a summary and drawings, that describes:
a. actions taken on the Brownfields Property in accordance with Section V (Work to be Performed) of
the attached 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 Brownfields Property (copies of all legally required manifests shall be included).
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
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 Mecklenburg County land records, Book ____, Page ____.” A copy of
any such instrument shall be sent to the persons listed in Section XV (Notices and Submissions) of the attached
Exhibit A, 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 (Notices and Submissions) of the attached Exhibit A; 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 of the attached Exhibit A.

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14. None of the contaminants known to be present in the environmental media at the Brownfields Property, as
described in Exhibit 2 of the attached 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 fuel or other fluids customarily used in vehicles, landscaping equipment and emergency generators;
and
c. as constituents of products and materials customarily used and stored in multi-family residential,
retail, restaurant, related office and parking uses and with prior written DEQ approval, other commercial environments, provided such products and materials are stored in original retail packaging and used and
disposed of in accordance with applicable laws;
15. 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.
16. The owner(s) of the portion of the Brownfields Property denominated “Area of Known Soil
Contamination” on the plat component of the Notice shall be responsible for maintaining the DEQ-approved
cover which may include asphalt, concrete, geo-textile, or soil, over that portion, and for including with each
year’s LURU (see Land Use Restriction No. 17, below) a certification that the cover is being properly maintained. Soil in this “Area of Known Soil Contamination” may not be exposed without prior sampling and
analysis of such soil to the satisfaction of DEQ, and submittal of the analytical results to DEQ. If such results
disclose contamination in excess of the applicable standards, as determined by DEQ, the soil may not be
exposed without the approval of DEQ on such conditions as DEQ imposes, including at a minimum compliance
with plans and procedures, approved pursuant to applicable law, to protect public health and the environment during the activities that would expose such soil.
17. During January of each year after the year in which this Notice is recorded, the owner of any part of the
Brownfields Property as of January 1st of that year shall submit a notarized Land Use Restrictions Update
(“LURU”) to DEQ, and to the chief public health and environmental officials of Mecklenburg County,
certifying that, as of said January 1st, this Notice containing these land use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that the land use restrictions are being complied with. The
submitted LURU shall state the following:
a. A joint LURU may be submitted for multiple owners by a duly constituted board or association and
shall include the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail address
of the entity submitting the joint LURU as well as for each of the owners on whose behalf the joint LURU is submitted.
b. 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 Land Use
Restriction No. 13 and paragraph 21 of the attached Exhibit A 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.

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c. All LURUs shall state:
1. the name, mailing address, telephone and facsimile numbers, and contact person’s e-mail
address of the owner [or board, association or approved entity] submitting the LURU if said owner [or each of
the owners on whose behalf the joint LURU is submitted] acquired any part of the Brownfields Property during the previous calendar year;
2. 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 the joint LURU is submitted] transferred
any part of the Brownfields Property during the previous calendar year [for properties covered under a joint
LURU, this portion is not required];
3. whether any vapor barrier and/or mitigation systems installed pursuant to Land Use
Restriction No. 8 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.
4. whether the “Area of Known Soil Contamination” pursuant to Land Use Restriction No. 16
above remains properly covered by impervious surface.
For purposes of the land use restrictions set forth above, the DEQ point of contact shall be the DEQ official referenced in paragraph 35.a. of Exhibit A hereto, at the address stated therein.
ENFORCEMENT
The above land use restrictions shall be enforceable without regard to lack of privity of estate or contract, lack of benefit to particular land, or lack of any property interest in particular land. The land use restrictions shall
be enforced by any owner of the Brownfields Property. The land use restrictions may also be enforced by DEQ
through the remedies provided in NCGS § 130A, Article 1, Part 2 or by means of a civil action; by any unit of
local government having jurisdiction over any part of the Brownfields Property; and by any person eligible for liability protection under the Brownfields Property Reuse Act who will lose liability protection if the restrictions are violated. Any attempt to cancel any or all of this Notice without the approval of the Secretary of DEQ (or its
successor in function), or his/her delegate, shall be subject to enforcement by DEQ to the full extent of the law.
Failure by any party required or authorized to enforce any of the above restrictions shall in no event be deemed a
waiver of the right to do so thereafter as to the same violation or as to one occurring prior or subsequent thereto. FUTURE SALES, LEASES, CONVEYANCES AND TRANSFERS
When any portion of the Brownfields Property is sold, leased, conveyed or transferred, pursuant to NCGS
§ 130A-310.35(d) the deed or other instrument of transfer shall contain in the description section, in no smaller type than that used in the body of the deed or instrument, a statement that the Brownfields Property has been classified and, if appropriate, cleaned up as a brownfields property under the Brownfields Property Reuse Act.

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

BMPI-ST1414 LLC

By: __________________________________________
Mike Harrell
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: _____________________

19054/HD Supply (DRAFT 20170819)
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

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19054/HD Supply (Draft 20170819)
EXHIBIT A

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY IN THE MATTER OF: BMPI-ST1414 LLC

UNDER THE AUTHORITY OF THE ) BROWNFIELDS AGREEMENT re:
BROWNFIELDS PROPERTY REUSE ACT ) HD Supply OF 1997, NCGS § 130A-310.30, et seq. ) 1414 & 1422 S. Tryon St.
Brownfields Project 19054-15-060 ) Charlotte, Mecklenburg County
I. INTRODUCTION
This Brownfields Agreement (“Agreement”) is entered into by the North Carolina
Department of Environmental Quality (“DEQ”) and BMPI-ST1414 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 1414 and 1422 S. Tryon Street (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.
BMPI-ST1414 LLC is a North Carolina limited liability company that was formed on
August 6, 2015. Its registered agent is Timothy C. Shaughnessy and its business address is 610
East Morehead Street Suite 250, Charlotte, NC 28202. The Brownfields Property is one parcel
and contains approximately 3.502 acres of land located at 1414 and 1422 South Tryon Street in
Charlotte, North Carolina (Tax Parcel No. 07309204). The Brownfields Property is currently
improved with a multi-use building, a warehouse and asphalt/concrete-paved driveways and
parking lots. Planned redevelopment of the Brownfields Property includes mixed use with office,
retail, multi-family residential, and with prior written DEQ approval, other commercial uses.
The Brownfields Property is surrounded by land in commercial, retail, and residential purposes.

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19054/HD Supply (Draft 20170819)
Historical operations from dry cleaners and a previous underground storage tank (UST) have
impacted the soil and groundwater on the Brownfields Property.
The Parties agree to undertake all actions required by the terms and conditions of this
Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations and
limitations contained in Section VIII (Certification), Section IX (DEQ’s Covenant Not to Sue
and Reservation of Rights) and Section X (Prospective Developer’s Covenant Not to Sue), the
potential liability of BMPI-ST1414 LLC for contaminants at the Brownfields Property.
The Parties agree that BMPI-ST1414 LLC’s entry into this Agreement, and the actions
undertaken by BMPI-ST1414 LLC in accordance with the Agreement, do not constitute an
admission of any liability by BMPI-ST1414 LLC for contaminants at the Brownfields Property.
The resolution of this potential liability, in exchange for the benefit BMPI-ST1414 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 BMPI-ST1414 LLC.
III. STATEMENT OF FACTS
3. The Brownfields Property comprises one parcel totaling 3.502 acres. Prospective
Developer has committed itself to redevelopment for no uses other than office, retail, multi-

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family residential, and with prior written DEQ approval, other commercial uses.
4. The Brownfields Property is bordered to the north by the intersection of Winnifred
Street and Bland Street with a residential condominium beyond; to the east by intersection of S.
Tryon Street and E. Bland Street with an apartment complex beyond; to the south by S. Tryon
Street with parking lots and two restaurants beyond; and to the west by Winnifred Street with an
office building and a multi-tenant commercial building beyond.
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
Phase I Environmental Site Assessment Report, Commercial Buildings Hart & Hickman May 21, 2015
Phase II Environmental Site Assessment Report, Commercial Buildings Hart & Hickman July 10, 2015
Brownfields Assessment Report Hart & Hickman April 13, 2017

6. For purposes of this Agreement, DEQ relies on the following representations by
Prospective Developer as to use and ownership of the Brownfields Property:
a. The Brownfields Property is currently owned by Prospective Developer, which
purchased the Brownfields Property on August 31, 2015 from John V. Moore, a resident of
Mecklenburg County, North Carolina.
b. 1414 S. Tryon Street Parcel was originally developed with residences
constructed as early as 1911. The residences were removed in stages between approximately
1957 and 1983. In 1946, a multi-use building was constructed on the southeastern portion of the
Brownfields Property, and was utilized as a laundry and drycleaner until approximately 1969.

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The office building remains present today. After 1969 uses included a furniture showroom,
offices and warehouse storage. The building is currently used for office space by Anixter, Inc.
(formerly HD Supply), the RBA Group and Vrettos Pappas Consulting Engineers. The
warehouse building was constructed on the western portion of the Brownfields Property in 1984
and is currently used for warehousing by Anixter (formerly HD Supply since construction). A
parking lot is located in the southern portion of the Brownfields Property.
c. An underground storage tank (UST) was formerly located near the western
corner of the multi-use building, likely used to store heating oil. In the early 1980s, the UST
reportedly was pumped out, removed, and the excavation filled with concrete. Reportedly, no
stained soils were encountered during the excavation. While locating utilities as part of the
Brownfields assessment activities, an underground structure was encountered in the
southwestern portion of the multi-use building. It is not clear whether structure is a UST, but it
may have been related to past laundry and/or dry-cleaning activities.
7. Pertinent environmental information regarding the Brownfields Property and
surrounding area includes the following:
a. In May 2015, a Phase I ESA was completed and the following recognized
environmental conditions (REC) were identified: laundry and dry-cleaning operations from the
mid to late 1940s through the late 1960s or early 1970s in the multi-use building and a former
heating oil tank located to the southwest of the multi-use building which was removed during
construction of the warehouse building in the early 1980s.
b. In July 2015, Phase II ESA activities were conducted and indicated the
presence of petroleum-related volatile organic compounds (VOCs) and chlorinated VOCs in soil

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at concentrations above Industrial/Commercial, Residential, and Protection of Groundwater
Preliminary Soil Remediation Goals (PSRGs) in the vicinity of the former dry-cleaner
operations. Impacted soil was not encountered in the vicinity of the former UST.
Tetrachloroethene (PCE), trichloroethene (TCE), and naphthalene were detected at
concentrations above unrestricted use groundwater standards in the vicinity of the former dry-
cleaner operations.
c. Brownfields assessment activities conducted in February 2017 further defined
the extent of VOC impacted soil to an area in the southwest portion of the multi-use building.
Analytical results of soil gas samples indicated the presence of VOCs at concentrations above the
residential Vapor Intrusion Screening Level (VISL) in the area of the proposed northern office
building and in one sample collected within the footprint of the proposed footprint of the
apartment building. VOCs were not detected above the non-residential VISLs in the remaining
samples.
8. The most recent environmental sampling at the Brownfields Property reported in the
Environmental Reports occurred in February 2017. 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 July 30, 2015 and
purchasing the Brownfields Property on August 31, 2015.

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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
requirements.
11. Prospective Developer has paid to DEQ the $2,000 fee to seek a brownfields
agreement required by NCGS § 130A-310.39(a)(1), and shall make a payment to DEQ of $6,000
at the time Prospective Developer and DEQ enter into this Agreement, defined for this purpose
as occurring no later than the last day of the public comment period related to this Agreement.

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The Parties agree that such fees will suffice as the $2,000 fee to seek a brownfields agreement
required by NCGS § 130A-310.39(a)(1), and, within the meaning of NCGS § 130A-
310.39(a)(2), the full cost to DEQ and the North Carolina Department of Justice of all activities
related to this Agreement, unless a change is sought to a Brownfields document after it is in
effect, in which case there shall be an additional fee of at least $1,000.
IV. BENEFIT TO COMMUNITY
12. The redevelopment of the Brownfields Property proposed herein would provide the
following public benefits:
a. an increase in the productive use of the Brownfields Property;
b. the creation of additional jobs during construction and redevelopment of the
site, as well as permanent retail and office jobs;
c. a spur to additional community investment and redevelopment in the area
resulting in further tax base and employment opportunities;
d. tax base improvement with regard to real property and business activity in the
surrounding area, including both increased property tax bases and taxes associated with
increased economic activity;
e. beneficial use of the property and creation of density in a rapidly-densifying
area, thereby avoiding the use of “green space” in other areas of the community;
f. aesthetic enhancements;
g. expanded use of public transportation which reduces traffic, improves air
quality, and reduces our carbon footprint; and;
h. creation of additional housing, office space, retail space and temporary lodging

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inventory.
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) required by this Section.
15. By way of the Notice of Brownfields Property referenced below in paragraph 20,
Prospective Developer shall impose the following land use restrictions under the Act, running
with the land, to make the Brownfields Property suitable for the uses specified in this Agreement
while fully protecting public health and the environment instead of remediation to unrestricted
use standards. All references to DEQ shall be understood to include any successor in function.
a. No use may be made of the Brownfields Property other than for office, retail,
multi-family residential, and with prior written DEQ approval, other commercial uses. For
purposes of this restriction, the following definitions apply:

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i. “Office” is defined as the provision of business or professional services.
ii. “Retail” is defined as the sale of goods, products, services or
merchandise directly to the consumer, including without limitation restaurants, retail pet stores,
nail and hair salons, spas, and drop-off/pick-up dry-cleaner stores that perform no dry-cleaning
on-site.
iii. “Multi-Family Residential” is defined as multi-unit human dwellings,
such as condominia, or apartments. Single family homes, townhomes, duplexes, or other units
with yards are prohibited unless approved in writing by DEQ in advance.
iv. “Commercial” is defined as an enterprise carried on for profit or
nonprofit by the owner, lessee or licensee.
b. The Brownfields Property may not be used for child care centers, adult care
centers, primary schools, or drycleaners without the prior written approval of DEQ.
c. Groundwater at the Brownfields Property may not be used for any purpose,
other than in connection with legally compliant storm water collection and reuse techniques,
without the prior written approval of DEQ.
d. Unless compliance with this Land Use Restriction is waived in writing by
DEQ in advance in regard to particular activity, no activities that encounter, expose, remove or
use groundwater (for example, installation of water supply wells, ponds, lakes or swimming
pools, or construction or excavation activities that encounter or expose groundwater) may occur
on the Brownfields Property unless and until DEQ states in writing, in advance of the proposed
activity, that said activity may occur if carried out along with any measures DEQ deems
necessary to ensure the Brownfields Property will be suitable for the uses specified in

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subparagraph 15.a. above while fully protecting public health and the environment. Prior
sampling and analysis of groundwater to the written satisfaction of DEQ in any areas proposed
for such activities, and submittal of the analytical results to DEQ is required. If such results
reflect contaminant concentrations that exceed the standards and screening levels applicable to
the uses authorized for the Brownfields Property, the groundwater-related activities proposed
may only occur in compliance with any written conditions DEQ imposes. Activities may occur
if carried out along with any measures DEQ deems necessary to ensure the Brownfields Property
will be suitable for the uses specified in subparagraph 15.a. above while fully protecting public
health and the environment.
e. No activity that disturbs soil on the Brownfields Property may occur unless and
until DEQ states in writing, in advance of the proposed activity, that said activity may occur if
carried out along with any measures DEQ deems necessary to ensure the Brownfields Property
will be suitable for the uses specified in subparagraph 15.a above while fully protecting public
health and the environment, except:
i. in connection with landscape planting to depths not exceeding 24”,
except in the area designated the “Area of Known Soil Contamination” on the plat map, within
which area there shall be no activity that exposes soil except as provided in subparagraph 15.p.
below;
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

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related assessment and remedial measures required by DEQ shall be taken; and
iv. in connection to work conducted in accordance with a DEQ-approved
EMP as outlined in subparagraph 15.j.
f. No use of the Brownfields Property may occur until the then owner of the
Brownfields Property [or Prospective Developer] conducts representative final grade soil
sampling of any area within the “Area of Known Soil Contamination” of the Brownfields
Property on the plat component of the Notice of Brownfields Property described below in
paragraph 20 pursuant to a plan approved in writing by DEQ that is not covered by building
foundations, sidewalks, or asphaltic or concrete parking areas and driveways.
g. Soil may not be removed from, or brought onto, the Brownfields Property
without prior sampling and analysis to DEQ’s satisfaction and the written approval of DEQ,
unless conducted in accordance with an approved EMP as outlined below in Paragraph 15.j.
h. No enclosed building may be constructed on the Brownfields Property and no
existing building, defined as those depicted on the plat component of the Notice of Brownfields
Property referenced in paragraph 20 below, may be occupied until DEQ determines in writing
that:
i. the building is or would be protective of the building’s users, public
health and the environment from risk of vapor intrusion based on site assessment data or a site-
specific risk assessment approved in writing by DEQ; or
ii. the building is or would be sufficiently distant from the Brownfields
Property’s groundwater and/or soil contamination based on assessment data approved in writing
by DEQ that the building’s users, public health and the environment will be protected from risk

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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.
i. 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.
j. Physical redevelopment of the Brownfields Property may not occur other than
in accord, as determined by DEQ, with an EMP approved in writing by DEQ in advance (and
revised to DEQ’s written satisfaction prior to each subsequent redevelopment phase as DEQ
deems necessary) that is consistent with all the other land use restrictions and describes
redevelopment activities at the Brownfields Property, the timing of redevelopment phases, and
addresses health, safety and environmental issues that may arise from use of the Brownfields
Property during construction or redevelopment in any other form, including without limitation:

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i. soil and water management issues, including without limitation those
resulting from contamination identified in the Environmental Reports;
ii. issues related to potential sources of contamination referenced in
paragraphs 7 and 8 above;
iii. contingency plans for addressing, including without limitation the
testing of soil and groundwater, newly discovered potential sources of environmental
contamination (e.g., USTs, tanks, drums, septic drain fields, oil-water separators, soil
contamination); and
iv. plans for the proper characterization of, and, as necessary, disposal of
contaminated soils excavated during redevelopment.
k. As part of the Land Use Restriction Update described below in paragraph 15.p
for each year following the effective date of this Agreement for as long as physical
redevelopment of the Brownfields Property continues (except that the final deadline shall fall 90
days after the conclusion of physical redevelopment), the then owner of the Brownfields
Property shall provide DEQ a report subject to written DEQ approval on environment-related
activities since the last report, with a summary and drawings, that describes:
i. actions taken on the Brownfields Property in accordance with Section 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,

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laboratory analysis and ultimate disposition of any soil, groundwater or other materials suspected
or confirmed to be contaminated with regulated substances; and
v. removal of any contaminated soil, water or other contaminated
materials (for example, concrete, demolition debris) from the Brownfields Property (copies of all
legally required manifests shall be included).
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
Mecklenburg County land records, Book ____, Page ____.” A copy of any such instrument shall
be sent to the persons listed in Section XV (Notices and Submissions), though financial figures
and other confidential information related to the conveyance may be redacted to the extent said
redactions comply with the confidentiality and trade secret provisions of the North Carolina
Public Records Law. The owner 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 (Notices and Submissions); or (ii) The owner conveying an interest

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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
Brownfields Property, may be used or stored at the Brownfields Property without the prior
written approval of DEQ, except:
i. in de minimis quantities for cleaning and other routine housekeeping and
maintenance activities;
ii. as fuel or other fluids customarily used in vehicles, landscaping
equipment and emergency generators; and
iii. as constituents of products and materials customarily used and stored
in multi-family residential, retail, restaurant, related office and parking uses and with prior
written DEQ approval, other commercial environments, provided such products and materials
are stored in original retail packaging and used and disposed of in accordance with applicable
laws.
o. 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.
p. The owner(s) of the portion of the Brownfields Property denominated “Area of

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Known Soil Contamination” on the plat component of the Notice shall be responsible for
maintaining the DEQ-approved cover which may include asphalt, concrete, geo-textile, or soil,
over that portion, and for including with each year’s LURU (see subparagraph 15.q., below) a
certification that the cover is being properly maintained. Soil in this “Area of Known Soil
Contamination” may not be exposed without prior sampling and analysis of such soil to the
satisfaction of DEQ, and submittal of the analytical results to DEQ. If such results disclose
contamination in excess of the applicable standards, as determined by DEQ, the soil may not be
exposed without the approval of DEQ on such conditions as DEQ imposes, including at a
minimum compliance with plans and procedures, approved pursuant to applicable law, to protect
public health and the environment during the activities that would expose such soil.
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 Mecklenburg County,
certifying that, as of said January 1st, the Notice of Brownfields Property containing these land
use restrictions remains recorded at the Mecklenburg County Register of Deeds office and that
the land use restrictions are being complied with. The submitted LURU shall state the following:
i. A joint LURU may be submitted for multiple owners by a duly
constituted board or association and shall include the name, mailing address, telephone and
facsimile numbers, and contact person’s e-mail address of the entity submitting the joint LURU
as well as for each of the owners on whose behalf the joint LURU is submitted.
ii. A LURU submitted for rental units shall include the rent roll and

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enough of each lease entered into during the previous calendar year to demonstrate compliance
with lessee notification requirements in paragraphs 15.m and 21 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.
iii. All LURUs shall state:
A. the name, mailing address, telephone and facsimile numbers,
and contact person’s e-mail address of the owner [or board, association or approved entity]
submitting the LURU if said owner [or each of the owners on whose behalf the 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 the joint LURU is submitted] transferred any part of the Brownfields Property during the
previous calendar year [for properties covered under a joint LURU, this portion is not required];
C. whether any vapor barrier and/or mitigation systems installed
pursuant to subparagraph 15.h.iii 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 the “Area of Known Soil Contamination” pursuant to
subparagraph 15.p above remains properly covered by impervious surface.
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.

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17. The guidelines, including parameters, principles and policies within which the
desired results are to be accomplished are, as to field procedures and laboratory testing, the
Guidelines of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section and the Division
of Waste Management Vapor Intrusion Guidance, as embodied in their most current version.
18. The consequence of achieving the desired results will be that the Brownfields
Property will be suitable for the uses specified in the Agreement while fully protecting public
health and the environment. The consequence of not achieving the desired results will be that
modifications to land use restrictions and/or remediation in some form may be necessary to fully
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

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any other applicable statute or regulation, including any amendments thereto.
20. DEQ has approved, pursuant to NCGS § 130A-310.35, a Notice of Brownfields
Property for the Brownfields Property containing, inter alia, the land use restrictions set forth in
Section V (Work to Be Performed) of this Agreement and a survey plat of the Brownfields
Property. Pursuant to NCGS § 130A-310.35(b), within 15 days of the effective date of this
Agreement, Prospective Developer shall file the Notice of Brownfields Property in the
Mecklenburg County, North Carolina, Register of Deeds’ Office. Within three (3) days
thereafter, Prospective Developer shall furnish DEQ a copy of the documentary component of
the Notice containing a certification by the register of deeds as to the Book and Page numbers
where both the documentary and plat components of the Notice are recorded, and a copy of the
plat with notations indicating its recordation.
21. This Agreement shall be attached as Exhibit A to the Notice of Brownfields
Property. Subsequent to recordation of said Notice, any deed or other instrument conveying an
interest in the Brownfields Property shall contain the following notice: “This property is subject
to the Brownfields Agreement attached as Exhibit A to the Notice of Brownfields Property
recorded in the Mecklenburg County land records, Book ____, Page ____.” A copy of any such
instrument shall be sent to the persons listed in Section XV (Notices and Submissions), though
financial figures and other confidential information related to the conveyance may be redacted to
the extent said redactions comply with the confidentiality and trade secret provisions of the
North Carolina Public Records Law. Prospective Developer may use the following mechanisms
to comply with the obligations of this paragraph: (i) If every lease and rider is identical in form,
Prospective Developer may provide DEQ with copies of a form lease or rider evidencing

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compliance with this paragraph, in lieu of sending copies of actual, executed leases, to the
persons listed in Section XV (Notices and Submissions); or (ii) Prospective Developer may
provide abstracts of leases, rather than full copies of said leases, to the persons listed in Section
XV.
22. The Prospective Developer shall ensure that a copy of this Agreement is provided to
any current lessee or sublessee on the Brownfields Property within seven days of the effective
date of this Agreement.
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

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DEQ approval, it will make no use of the Brownfields Property other than that committed to in
the Brownfields Property Application dated July 30, 2015, by which it applied for this
Agreement. That use is office, retail, multi-family residential, and with prior written DEQ
approval, other commercial uses. Prospective Developer also certifies that to the best of its
knowledge and belief it has fully and accurately disclosed to DEQ all information known to
Prospective Developer and all information in the possession or control of its officers, directors,
employees, contractors and agents which relates in any way to 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

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Property, in which case the Prospective Developer shall be responsible for remediation of the
Brownfields Property to unrestricted use standards.
d. The Prospective Developer knowingly or recklessly provided false information
that formed a basis for this Agreement or knowingly or recklessly offers false information to
demonstrate compliance with this Agreement or fails to disclose relevant information about
contamination at the Brownfields Property.
e. New information indicates the existence of previously unreported
contaminants or an area of previously unreported contamination on or associated with the
Brownfields Property that has not been remediated to unrestricted use standards, unless this
Agreement is amended to include any previously unreported contaminants and any additional
areas of contamination. If this Agreement sets maximum concentrations for contaminants, and
new information indicates the existence of previously unreported areas of these contaminants,
further remediation shall be required only if the areas of previously unreported contaminants
raise the risk of the contamination to public health or the environment to a level less protective of
public health and the environment than that required by this Agreement.
f. The level of risk to public health or the environment from contaminants is
unacceptable at or in the vicinity of the Brownfields Property due to changes in exposure
conditions, including (i) a change in land use that increases the probability of exposure to
contaminants at or in the vicinity of the Brownfields Property or (ii) the failure of remediation to
mitigate risks to the extent required to make the Brownfields Property fully protective of public
health and the environment as planned in this Agreement.
g. DEQ obtains new information about a contaminant associated with the

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19054/HD Supply (Draft 20170819)
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 of the persons listed in
NCGS § 130A-310.33, including future owners of the Brownfields Property, to the same extent
as Prospective Developer, so long as these persons are not otherwise potentially responsible
parties or parents, subsidiaries, or affiliates of potentially responsible parties.
X. PROSPECTIVE DEVELOPER'S COVENANT NOT TO SUE
29. In consideration of DEQ’s Covenant Not To Sue in Section IX of this Agreement
and in recognition of the absolute State immunity provided in NCGS § 130A-310.37(b), the
Prospective Developer hereby covenants not to sue and not to assert any claims or causes of
action against DEQ, its authorized officers, employees, or representatives with respect to any
action implementing the Act, including negotiating, entering, monitoring or enforcing this
Agreement or the above-referenced Notice of Brownfields Property.

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19054/HD Supply (Draft 20170819)
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.
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

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19054/HD Supply (Draft 20170819)
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
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:

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19054/HD Supply (Draft 20170819)
a. for DEQ:
Carolyn Minnich (or successor in function) N.C. Division of Waste Management
Brownfields Program
Mail Service Center 1646
Raleigh, NC 27699-1646
b. for Prospective Developer:

Mike Harrell (or successor in function)
BMPI-ST1414 LLC
610 East Morehead Street, Suite 250 Charlotte, NC 28202

Notices and submissions sent by prepaid first class U.S. mail shall be effective on the third day
following postmarking. Notices and submissions sent by hand or by other means affording
written evidence of date of receipt shall be effective on such date.
XVI. EFFECTIVE DATE
36. This Agreement shall become effective on the date the Prospective Developer signs
it, after receiving the signed, conditionally approved Agreement from DEQ. DEQ’s approval of
this Agreement is conditioned upon the complete and timely execution and filing of this
Agreement in the manner set forth herein. Prospective Developer shall expeditiously sign the
Agreement in order to effect the recordation of the full Notice of Brownfields Property within
the statutory deadline set forth in N.C.G.S. § 130A-310.35(b). If the Agreement is not signed by
Prospective Developer within 45 days after such receipt, DEQ has the right to revoke its
approval and certification of this Agreement, and invalidate its signature on this Agreement.
XVII. TERMINATION OF CERTAIN PROVISIONS
37. If any Party believes that any or all of the obligations under Section VI

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19054/HD Supply (Draft 20170819)
(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
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

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19054/HD Supply (Draft 20170819)
Brownfields Property is located; conspicuous posting of a copy of said summary at the
Brownfields Property; and mailing or delivery of a copy of the summary to each owner of
property contiguous to the Brownfields Property. After expiration of that period, or following a
public meeting if DEQ holds one pursuant to NCGS § 130A-310.34(c), DEQ may modify or
withdraw its consent to this Agreement if comments received disclose facts or considerations
which indicate that this Agreement is inappropriate, improper or inadequate.

IT IS SO AGREED:
NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
By:
____________________________________________________________________________ Michael E. Scott Date
Director, Division of Waste Management

IT IS SO AGREED:
BMPI-ST1414 LLC
By:
____________________________________________________________________________
Mike Harrell Date
Manager
SITE LOCATION MAP
HD SUPPLY BROWNFIELDS SITE1414 AND 1422 SOUTH TRYON STREETCHARLOTTE, NORTH CAROLINA
DATE:
JOB NO:
REVISION NO:
FIGURE NO:
05/12/2015 0
1BCP-064
0 2000 4000
APPROXIMATE
SCALE IN FEET
N
U.S.G.S. QUADRANGLE MAP7.5 MINUTE SERIES (TOPOGRAPHIC)
2923 S. Tryon Street, Suite 100
Charlotte, NC 28203
704.586.0007(p) 704.586.0373(f)
CHARLOTTE EAST, NORTH CAROLINA 1991
SITE

19054/HD Supply (Draft 20170810)

1
Exhibit 2
The most recent environmental sampling at the Property reported in the Environmental
Reports occurred on February 23, 2017.The following tables set forth, for contaminants present at the Property above unrestricted use standards or screening levels, the concentration found at each sample location, and the applicable standard or screening level. Screening levels and
groundwater standards are shown for reference only and are not set forth as cleanup levels for
purposes of this Agreement.
GROUNDWATER

Groundwater contaminants in micrograms per liter (the equivalent of parts per billion),
the standards for which are contained in Title 15A of the North Carolina Administrative Code,
Subchapter 2L (2L), Rule .0202, (April 1, 2013 version):
Groundwater
Contaminant
Sample
Location
Date of
Sampling
Concentration
Exceeding
Standard (µg/L)
Standard
(µg/L)
Naphthalene TMW-3
6/12/2015
6.6 6
Tetrachloroethylene TMW-3 140 0.7 TMW-1 1.6
Trichloroethylene TMW-3 29 3

GROUNDWATER VAPOR INTRUSION RISK

Groundwater contaminants with potential for vapor intrusion (VI) in micrograms per liter
(the equivalent of parts per billion), the vapor intrusion screening levels for which are derived from the Residential Vapor Intrusion Screening Levels of the Division of Waste Management
October 2016 version):
Groundwater
Contaminant with Potential for Vapor
Intrusion

Sample
Location
Date of
Sampling
Concentration
Exceeding
Screening
Level (µg/L)
Residential VI
Screening
Level1
(µg/L)
1,2,4 Trimethylbenzene TMW-3 6/12/2015 55 5.8
Tetrachloroethylene 140 11.5
Trichloroethylene 29 1.04
1 Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk.

19054/HD Supply (Draft 20170810)

2
SOIL

Soil contaminants in milligrams per kilogram (the equivalent of parts per million), the
screening levels for which are derived from the Preliminary Industrial Health- Based Soil Remediation Goals of the Inactive Hazardous Sites Branch of DEQ’s Superfund Section
(October 2016 version):
Soil Contaminant Sample Location Depth (ft) Date of Sampling
Concentration
Exceeding Screening Level
(mg/kg)
Residential
Screening Level1
(mg/kg)
Naphthalene
SB-4 0-2 6/12/2015
12 3.8
1,2,4-Trimethybenzene 300 11.6
1,3,5-Trimethylbenzene 230 156
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-6 lifetime incremental cancer risk.
NE – No established screening level
SOIL GAS

Soil gas contaminants in micrograms per cubic meter, the screening levels for which are derived from Residential Vapor Intrusion Screening Levels of the Division of Waste
Management (October 2016 version):

Soil Gas Contaminant Sample
Location
Date of
Sampling
Concentration Exceeding
Screening Level
(µg/m3)
Residential VI Screening Level1
(µg/m3)
1,3-Butadiene SG-3
2/24/2017
55 13.9 SG-5 27
Tetrachloroethylene (PCE) SG-5 390 278 SG-6 330
1,2,4-Trimethybenzene SG-3 62 48.7 SG-6 83
SG-4 65
1Screening levels displayed for non-carcinogens are for a hazard quotient equal to 0.2. Screening levels
displayed for carcinogens are for a 1.0E-5 lifetime incremental cancer risk.

EXHIBIT C- Legal Description
Being that certain parcel of land lying and being in the City of Charlotte, Mecklenburg County, North Carolina, and being more particularly described as follows:

BEGINNING at an existing iron pipe located at the intersection of the northwestern margin of
the right of way of S. Tryon Street (a variable width public right of way) and the northeastern margin of the right of way of Winona Street (a 40 ft public right of way as described in Map Book 74, Page 351); thence with the northeastern margin of the right of way of Winona Street N
39°21'51" W crossing an existing iron pipe at a distance of 185.62 feet for a total distance of
448.00 feet to a new nail, said nail being located at the intersection of the northeastern margin of
the right of way of Winona Street and the southeastern margin of the right of way of Winnifred Street (a 40 ft public right of way formerly known as Bland Street as described in Map Book 74,
Page 351); thence with the southeastern margin of the right of way of Winnifred Street N
50°00'11" E crossing an existing iron rod at a distance of 150.23 feet for a total distance of
250.23 feet to a new iron rod; thence with the southeastern margin of the right of way of
Winnifred Street as described in Deed Book 5636, Page 801 N 52°00'44" E a distance of 89.52 feet to a new nail, said nail being located at the intersection of the southeastern margin of the
right of way of Winnifred Street and the southwestern margin of the right of way of W. Bland
Street (a variable width public right of way formerly known as Gold Street as described in Deed
Book 5636, Page 801); thence with the southwestern margin of the right of way of W. Bland
Street S 39°38'54" E crossing an existing iron pipe at a distance of 314.58 feet for a total distance of 444.84 feet to a new iron rod, said iron rod being located at the intersection of the
southwestern margin of the right of way of W. Bland Street and the northwestern margin of the
right of way of S. Tryon Street; thence with the northwestern margin of the right of way of S.
Tryon Street S 50°00'11" W crossing an existing iron pipe at a distance of 91.94 feet and an
existing iron rod at a distance of 292.00 feet for a total distance of 341.94 feet to the point and place of beginning. Containing 152,542 sq. ft. (3.5019 acres) according to a survey by R.B. Pharr
& Associates, P.A. dated May 13, 2015. Map File No.W-4791. Job No. 83102.