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HomeMy WebLinkAbout23004_Lace Lastics_BPA_20190204Mary Katherine H. Stukes Partner Telephone: 704.335.9495 Direct Fax: 704.334.4706 marykatherinestukes@parkerpoe.com Via FEDEX North Carolina Brownfields Program Attention: Shirley Liggins North Carolina Department of Environmental Quality Division of Waste Management 1646 Mail Service Center Raleigh, North Carolina 27699-1646 J� Parker Poe February 4, 2019 Atlanta, GA Charleston, SC Charlotte, NC Columbia, SC Greenville, SC Raleigh, NC Spartanburg, SC $ s �N let0*%N �cb', o4 Re: Oxford Realty, LLC — Original Affidavit, Signature Page & Updated Brownfields Application Property Located at 606 & 610 Pine Tree Road, Oxford, NC Dear Ms. Liggins, Following up on our January 31, 2019 submission, I enclose the original Affidavit re: Responsibility and Compliance and signature page to the application to the Brownfields Program on behalf of Oxford Realty LLC ("Oxford Realty"). I also enclose an updated version of the January 31, 2019 application that makes the following changes: • In Section I. C., corrects the spelling of Barbara Schlussel's name and includes Judith's Ginsburg's email address. • In Section II. F, changes the reference to American Federation of Advanced Apparel and Textiles to Advanced Functional Fabrics of America (AFFOA). • Includes an additional page to the confidential addendum under Exhibit B. As we indicated in our cover letter with our initial Brownfields Application on January 31, please treat the enclosed confidential addenda as business confidential information pursuant to the North Carolina Public Records Act, N.C. Gen. Stat. § 132-1 et seq. Please let me know if you have any questions or need anything further from Oxford Realty or me along these lines. Best regards, Mary Brine Stukes cc: Jonathan Kurz (w/ enclosures) Enclosures PPAB 4697735v1 Parker Poe Adams & Bernstein LLP Attorneys and Counselors at Law Three Wells Fargo Center 401 South Tryon Street Suite 3000 Charlotte, NC 28202 t 704.372.9000 f 704.334.4706 www.parkerpoe.com cWasteManagement ENVIRONMENTAL QUALITY Brownfields Property Application North Carolina Brownfields Program Instructions/Important Information for Applicants The Brownfields Property Reuse Act (Act) sets forth the conditions under which a site and a prospective developer (PD) are eligible for a brownfields agreement. To start the process of seeking a brownfields agreement, please complete this application. The North Carolina Department of Environmental Quality's (DEQ's) North Carolina Brownfields Program (NCBP) will base its eligibility determination on the information provided in this application and on other information that may be obtained by NCBP. This eligibility determination is an administrative tool that allows the NCBP to spend resources strictly on those sites that meet the statutory eligibility criteria. The application will also allow the NCBP to allocate its resources first to those projects that demonstrate the highest degree of public benefit. The application form is available for download at www.ncbrownfields.orq as an MSWord form and a PDF. It is divided into the following sections: Section I. Prospective Developer Information - facts regarding the applicant Section II. Site Information - facts regarding the property Section III Other Required Information - a "checklist" to help ensure that additional information that must be submitted with the application is included. Section IV. Additional Required Forms - NCBP has two forms that are required to be used for two of the attachments to this application: a "Preliminary Proposed Brownfields Agreement" form and a "Responsibility and Compliance Affidavit" form. Please note that the "Preliminary Proposed Brownfields Agreement" must be initialed and the "Responsibility and Compliance Affidavit" must be signed and notarized. A determination of eligibility does not mean that the site is guaranteed to remain eligible or that the PD is assured of receiving a final brownfields agreement; rather, it means that a PD is eligible to seek a brownfields agreement regarding the site. As the process moves forward, NCBP has the continuing duty to exercise its discretion as to whether DEQ should enter into a brownfields agreement regarding a particular site. Comments received from the public may alter NCBP's view regarding eligibility. Also, new information that runs counter to statutory eligibility criteria and obtained by the NCBP following an affirmative eligibility determination will require NCBP to re- evaluate eligibility. The Act requires DEQ to determine that brownfields projects have public benefit commensurate with the liability relief provided by the brownfields agreement. Letters of community support can be a strong gauge of public benefit. Economic development factors are important measures of this as well. Therefore, in Section II, please be as specific as possible regarding questions that pertain to economic measures of public benefit, including job creation, redevelopment investment, etc. Please be assured that while the NCBP reports this information to the General Assembly as a measure of overall programmatic public benefit, we do not report it on a site -specific basis. The data is only used in aggregate. The process of applying for entry into the NCBP is as follows: Download, fill out, and return the Brownfields Property Application form. If you do not have internet access you may contact the NCBP at (919)707-8383 to obtain a copy of this form. If you have MSWord as a word processor, you may use it to download and fill out the MSWord Form (downloading the form in PDF format will require that the form be filled out by hand). You must submit the original forms and attachments to: NC Brownfields Program Attention: Shirley Liggins N.C. Department of Environmental Quality Division of Waste Management Mail Service Center 1646 Raleigh NC 27699-1646 Please note that attachments to the application include the "Responsibility and Compliance Affidavit", which must be signed and notarized, and the "Preliminary Proposed Brownfields Agreement", which must be initialed. (Be advised that the Preliminary Proposed Brownfields Agreement is primarily an informational form for the NCBP to use in generating the Brownfields agreement and is not the actual Brownfields agreement that will be signed by DEQ.) Based upon the review of the application, the NCBP will provide the applicant PD one of the following: A. A Letter of Eligibility (LOE) indicating that the property is eligible for continued negotiations towards a brownfields agreement. Upon receipt of an LOE, the initial statutory fee of $2,000 is due from the PD to the NCBP. At this point, the PD also needs to submit any and all environmental data it has or can obtain regarding the site; B. A Letter of Deficiency indicating that the submitted application is deficient in some manner and eligibility cannot be determined, at which time additional information or corrections to the application will be requested from the applicant PD; or C. A letter indicating that the property and/or the applicant PD are ineligible for a brownfields agreement. The above steps end the application process. The remainder of the process of obtaining the brownfields agreement is summarized as follows: 3. The NCBP reviews the existing environmental data and determines if there are knowledge gaps. The NCBP may require additional assessment to be conducted by the PD to fill in those gaps. Depending on the situation, such assessment may be required prior to completion of a draft brownfields agreement or it may be incorporated in the brownfields agreement requirements. 4. The NCBP considers all data at hand and drafts the brownfields agreement outlining those items necessary to make the site suitable for the uses intended while fully protecting public health and the environment. These items could include land use restrictions, engineered controls, remedial actions or a combination of these actions. The draft BFA is forwarded to the PD. 2 5. The final draft brownfields agreement is negotiated and finalized between DEQ and the PD. The statutory ancillary documents are prepared (including a brownfields property plat and Notice of Intent to Redevelop a Brownfields Property) and this notice is opened to public comment for a minimum of 30 days. 6. A second fee, required by statute to defray the costs to DEQ and DOJ, will be due from the PD prior to DEQ's execution of the brownfields agreement. Presently this second fee is $6,000, subject to negotiation in the brownfields agreement. Should the prospective developer choose to negotiate changes to the agreement that necessitate evaluation by the Department of Justice, additional fees shall apply. 7. Any addendum/modification of the Brownfields documents after they take effect will require a fee from the proponent of the modification in the amount of at least $1,000.00. 8. In the absence of public comment which affects the agreement, it is then signed by DEQ and becomes effective upon execution by PD. If the NCBP receives public comment or a request for a public meeting, the NCBP will consider input from the public and determine any necessary changes to the brownfields agreement. It will then decide whether those changes warrant an additional public comment period or if the brownfields agreement can be executed after the appropriate changes are made. 9. The PD records the Notice of Brownfields Property at the county register of deed's office. 10. Once executed, brownfields agreements require that the owner of any part of the brownfields property provide an annual certification to the NCBP (known as a Land Use Restriction Update or LURU) that the Notice of Brownfields Property containing the land use restrictions remains recorded at the register of deeds and that the land use restrictions are being complied with. Please contact NCBP if you have questions or require additional guidance regarding this application form or the process. Contact information is available on our website: www.nebrownfields.org or by calling 919-707-8200. 3 Brownfields Property Application North Carolina Brownfields Program www.ncbrownfields.or I. PROSPECTIVE DEVELOPER (PD) INFORMATION (USE TAB KEY TO GET TO NEXT DATA ENTRY LINE — DO NOT USE THE RETURN KEY) A. PD information: Entity name Oxford Realty LLC Principal Officer Jonathan Kurz Representative Jonathan Kurz Mailing Address 168 Doughty Boulevard Inwood, NY 11096 E-mail address jkurz@apexmills.com Phone No. 516-239-4400 Fax No. n/a Web site www.apexmills.com B. PD contact person information (i.e., individual who will serve as the NCBP's point of contact if different than above}; Name Mary Katherine H. Stukes Company Parker Poe Adams & Bernstein LLP Mailing Address 401 S. Tryon St., Ste. 3000 Charlotte, NC 28202 E-Mail Address marykatherinestukes@parkerpoe.com Phone No. (704) 335-9495 Fax No. (704) 335-4481 C. Information regarding all parent comcanies. subsidiaries or other affiliates of PD (attach separate sheet(s) if necessary): (Use for LLCs) Member -managed or manager -managed? Answer: member -managed 12 If manager -managed, provide name of manager and percent of ownership: Name Ownership (%) Mailing Address E-Mail Address Phone No. Fax No. Jonathan Kurz 25 1328 Harbor Road Hewlett, NY 11557 jkurz@apexmills.com 516-239-4400 For all LLCs, list all members of the LLC and provide their percent of ownership: Name Ownership (%) Mailing Address E-Mail Address Phone No. Fax No. Name Ownership (%) Mailing Address E-Mail Address Phone No. Fax No. Name Ownership (%) Mailing Address E-Mail Address Phone No. Fax No. Jonathan Kurz 25 1328 Harbor Road Hewlett, NY 11557 jkurz@apexmills.com 516-239-4400 David Kurz 25 1343 Boxwood West Hewlett, NY 11557 dkurz@apexmills.com 516-239-4400 Barbara Schlussel; Judith Ginsburg 25 each Barbara Schlussel: 2196 NW 59th Street, Boca Raton, FL 33496 Judith Ginsburg: 24 Rosalind Place, Lawrence, NY 11559 schlusselbobbi@gmail.com; Lawrencejudi@aol.com Barbara: 516-242-3051; Judith: 516-239-3422 5 Managers of manager -managed LLCs are required to execute all brownfield documents for the LLC; as to member -managed LLCs, state name of member who will sign these documents. Jonathan Kurz List all parent companies, subsidiaries and other affiliates: The PD entity is an affiliate of Apex Mills Corp., an S-Corp headquartered in New York. The PD and Apex Mills also are affiliated with Apex Aridyne Corp., which operates a textile manufacturing facility in Graham, North Carolina. Another affiliated entity, MakTech Textiles, LLC, will conduct operations at the brownfields property. The PD also has common ownership with several other entities that are unrelated to this project or property. (Use for Partnerships) Check one: ❑General Partnership ❑Limited Partnership List all partners and percent of ownership: Name Ownership (%) Mailing Address E-Mail Address Phone No. Fax No. Is this person a general or limited partner? Name Ownership (%) Mailing Address E-Mail Address Phone No. Fax No. Is this person a general or limited partner? List all parent companies, subsidiaries and other affiliates: 0 (Use for corporations other than LLCs) (If information is the same as shown in 1.A., please indicate "same as I.A."below.) Name Mailing Address E-Mail Address Phone No. Fax No. List all parent companies, subsidiaries and other affiliates: (Use for individuals) (If individual is the same as shown in 9.A., -please indicate "same as 1.A." above.) Name Mailing Address E-Mail Address Phone No. Fax No. D. Does PD have or can it obtain the financial means to fully implement a brownfields agreement and assure the safe reuse of the property? (Attach supporting documentation such as letters of credit, financial statements, etc.) Answer Yes Explanation See enclosed confidential addenda, Exhibit A & Exhibit B. E. Does PD have or can it obtain the managerial means to fully implement a brownfields agreement and assure the safe use of the property? Answer Yes 7 Explanation The PD has retained professionals, including Parker Poe Adams & Bernstein LLP, who are experienced in brownfields redevelopment and the implementation of brownfields requirements in particular. These professionals (i) have significant experience with the Brownfields Program and the redevelopment of challenged properties, and (ii) are aware of the work and restrictions that are typically included in brownfields agreements to assure the safe use of property. The combination of these resources will ensure successful implementation of a brownfields agreement and safe use of the property. F. Does PD have or can it obtain the technical means to fully implement a brownfields agreement and assure the safe use of the property? Answer Yes Explanation The PD has the technical ability to fully implement a brownfields agreement and to assure the safe use of the property. It has a range of engineering and environmental experience available to it. In particular, the PD has retained Hart & Hickman PC to manage the technical aspects of both this application and the implementation of an eventual brownfields agreement (including technical "work to be performed"). Hart & Hickman has worked on numerous brownfields projects in the state and is familiar with the technical aspects and requirements of the brownfields program. G. Does PD commit that it will comply (and has complied, if PD has had a prior project in the NCBP) with all applicable procedural requirements of the NCBP, including prompt payment of all statutorily required fees? Answer Yes. (List all NCBP project name(s) and NCBP project ID numbers where PD or any parent company, subsidiary and other affiliate of PD has been a party to.) None. H. Does PD currently own the property? Answer No. If yes, when did PD purchase the property and from whom? (Provide name, address, telephone number and email address of the contact person for the current property owner.) 0 If no, provide the name, address, telephone number and e-mail address of the contact person for the current property owner Lace Lastics Company, Inc. P.O. Box 508 Oxford, NC 27565 I. If PD does not currently own the property, does PD have the property under contract to purchase? Answer Yes If yes, provide date of contract. On January 25, 2018, the PD entered into a lease agreement with Lace Lastics, the current owner of the property, including a fixed option to purchase the property after a two-year lease term with two additional one-year lease term options. If no, when does the PD intend to purchase the property (e.g., after the project is determined to be eligible for participation in the NCBP, after PD receives a draft BFA, after the conclusion of the brownfields process)? The PD plans to purchase the property at the conclusion of the lease period by exercising its option to purchase as described above. Describe all activities that have taken place on the property since PD or PD's parents, subsidiaries and/or other affiliates, and/or lessees or sublessees of PD, took ownership of or operated at the property (e.g., industrial, manufacturing or commercial activities, etc.). (Include a list of all regulated substances as defined at NCGS § 130A-310.31 (b)(1 1) that have been used, stored on, or otherwise present at the property while those activities were conducted, and explain how they were used.) The PD has conducted due diligence activities and investigations at the property, including environmental investigations. Because of the distressed nature of the property as further described in Section II.C. below, the PD took over existing operations as of Monday, January 28, 2019 to prevent the facility from being shut down. A list of chemicals to be used in the PD's operations can be provided upon request. II. SITE INFORMATION A. Information regarding the proposed brownfields property: Proposed project name Oxford Realty Rehabilitation/Expansion Project acreage 6.88 County Granville street address(es) 606 & 610 Pine Tree Road city Oxford zip 27565 tax ID(s) or PIN(s) 191207586795; 191207588689; 191207680641;191207682643 past use(s) The site was undeveloped until the early 1980s when the central portion of the site was developed by Lace Lastics, a textile manufacturer. current use(s) The site currently operates as a textile manufacturer that performs on - site knitting, warping, dyeing and finishing of lace, and warehousing for operational materials. cause(s)/source(s) of contamination: known Sampling has not yet been performed at the property. suspected Historical use of the property as a textile manufacturer and associated chemical usage; adajcent upgradient manufacturing use. B. Regulatory Agency Involvement: List the site names and all identifying numbers (ID No.) previously or currently assigned by any federal, state or local environmental regulatory agencies for the property. The ID No's may include CERCLIS numbers, RCRA generator numbers for past and present operations, UST database, Division of Water Quality's incident management database, and/or Inactive Hazardous Sites Branch inventory numbers. (In many instances, the PD will need to actively seek out this information by reading environmental site assessment reports, reviewing government files, contacting government officials, and through the use of government databases, many of which may be available over the internet.) Agency Name/ID No: None. Though not part of the brownfields property, the property located adjacent and to the south of the brownfields property conducted manfacturing operations that included copper and nickel electroplating and chrome conversion coating. The facility is identified on EPA's National Priority List as EPA ID NCD122263825. Historical reports indicate that soil and groundwater at this adjacent property have been impacted by trichloroethylene (TCE), tetrachloroethylene (PCE), dichloroethylene (DCE), vinyl chloride and cyanide. Agency Name/ID No: Agency Name/ID No: Agency Name/ID No: Agency Name/ID No: Agency Name/ID No: C. In what way(s) is the �arocerty is abandoned, idled. or underused? 10 The property has long operated as a specialty textile manufacturing facility, but in recent years the facility's revenues and production have dwindled and the facility currently is only operating three to four days per week. The building and equipment are dilapidated and in dire need of updates, and the current operator's financial situation has deteriorated to the point that the PD's agreement to take over operations at the property was essential to keeping the facility from shutting down completely and leaving more than forty employees without jobs in an already economically disadvantaged area of North Carolina with higher than average unemployment rates. The PD's investment in rehabilitating and expanding the existing operation will ensure that those employees retain their jobs, create new jobs, and restore the facility to productive and efficient use. In addition, the specialized equipment and processes utilized at the facility are unique and important in the textile industry, yet these capabilities are not currently being maximized or modernized. D. In what way(s) is the actual or possible contamination at the property a hindrance to development or redevelopment of the property (attach any supporting documentation such as letters from lending institutions}? Before the PD incurs the costs associated with redevelopment of the property, it needs to ensure that the property can safely be used through the Brownfields Program, and that it and future owners and occupants will have the protections and benefits afforded by a brownfields agreement. Thus, given the environmental risks and stigma posed by the property and its proposed future use, a brownfields protection is critical for the safe redevelopment and success of the property. E. In what way{s} is the redevelopment of the property difficult or impossible without a brownfields agreement (attach any supporting documentation such as letters form lending institutions}? Given the level of environmental risk and stigma present at the property, the PD believes that a brownfields agreement will be essential for the viable and safe use of the property. Further, a lender will not be willing to invest in future redevelopment and significant capital/equipment upgrades at the property without a brownfields agreement. F. What are the planned use(s) of the redeveloped brownfields_property to which the PD will commit? Be as specific as specific as possible. As stated above, in the short term, the PD will provide the manufacturing facility with an essential capital infusion, refurbishing the facility and its existing equipment, purchasing additional equipment, and hiring additional employees. The PD has already increased the employee roster at the brownfields property from 45 to 49 employees since January 28, 2019, with an additional 10 to 20 hires anticipated in the near term. In addition, the PD plans immediately to undertake efforts to evaluate and address recognized environmental conditions at the property, such as assessing the integrity of the trench drains and sump in the dye house and conducting repairs as needed. The facility currently manufactures various applications of lace material, using only one type of dyeing equipment and finishing frame. The PD will utilize this equipment to manufacture components to complement its current suite of products, which include various technical textiles used in office furniture, military products, safety products, and footwear. However, the PD also plans to diversify the operations at the property by investing in a variety of cutting edge custom equipment to allow the production of highly specialized textile products, 11 including equipment to produce "smart" textiles. This custom equipment will require at least one year of design/production lead time and will require $2-3 million in capital investment. The PD and its affiliated companies are on the leading edge of the e-textile industry, developing "smart" textiles with integrated sophisticated technology. Apex Mills is a founding member of the Advanced Functional Fabrics of America (AFFOA) at the Massachusetts Institute of Technology and will bring its expertise to bear in upgrading the faciliity to a level that can support these high tech development efforts. G. Current tax value of brownfields property: $2,856,444 H. Estimated capital investment in redevelopmentproject: $The PD plans to invest several hundred thousand dollars at the property immediately by adding 10-20 employees, purchasing new equipment, and rehabilitating and modernizing the facility. In the mid-term, the PD plans to invest $2-3 million in a major equipment expansion, along with additional employees to operate that equipment. List and describe the i?ublic benefits that will result from the property's redevelopment. Be as specific as possible. (Examples of public benefits for brownfields projects include job creation, tax base increases, revitalization of blighted areas, preserved green space, preserved historic places, improving disadvantaged neighborhood quality -of -life related retail shopping opportunities, affordable housing, environmental cleanup activities or set asides that have community or environmental benefits. In gauging public benefit, NCBP places great value upon letters of support from community groups and local government that describe anticipated improvements in quality of life for neighboring communities that the project will bring about. The inclusion of such suo,,.)ort letters with this a,? lication is recommended and encouraged.) 1. Creation of additional jobs and the preservation of existing jobs. 2. Avoidance of shuttering down an operating business and creating a vacant, abandoned structure. 3. Spur to additional community investment and development in the area resulting in further tax base and employment opportunities. 4. Positive impacts on the surrounding business community. 5. 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. 6. Beneficial use of the property and re-use/updating of an existing structure, thereby avoiding the use of "green space" in other areas of the community. 7. Aesthetic enhancements. 8. Restoration of the property to full production, as the site was formerly in operation only three or four days a week. 8. The addition of a high tech industry to this area of the state. Special Note: Please describe all environment -friendly technologies and designs PD plans to utilize in its redevelopment strategy. For example, environment friendly redevelopment plans could include: Leadership in Energy and Environmental Design (LEED) Certification, green building materials; green landscaping techniques such as using drought resistant 12 plants; energy efficient designs, materials, appliances, machinery, etc.; renewable sources of energy, and/or recycling/reuse of old building materials such as brick or wood. Under consideration. J. Who will own the brownfields property when the Notice of Brownfields Property is filed with the register of deeds at the conclusion of the brownfields process? (If information is the same as I.A. above, please indicate.) Name Lace Lastics Company, Inc.* Mailing Address P. O. Box 508 Oxford, NC 27565 *depending on timing; the PD plans to purchase the property after the conclusion of its lease term E-Mail Address Phone No. Fax No. III. OTHER REQUIRED INFORMATION A. Brownfields Affidavit: PD must provide its certification, in the form of a signed and notarized original of the unmodified model brownfields affidavit provided by NCBP, that it did not cause or contribute to contamination at the property and that it meets all other statutory eligibility requirements. (Note: The form to use for this affidavit is attached to this application. An original hard copy of this affidavit must be filled out, signed, notarized and submitted with this application.) Is the required affidavit, as described above. included with this application? Answer Yes, as Exhibit C. B. Proposed Brownfields Agreement Form: PD must provide the completed form Proposed Brownfields Agreement. (Note: The form to use for this document is attached to this application. It must be filled out, initialed, and attached on your submittal.) Is the required Proposed Brownfields Agreement as described above. included with this application? Answer Yes, as Exhibit D. C. Location Map: PD must provide a copy of the relevant portion of the 1:24,000 scale U.S.G.S. topographic guadrangle map that shows the location of the property, clearly plotted, and that measures at least an 8 Y by 11 inches. (Note: these maps can be 13 purchased through the above link, or often through retail outdoor recreation stores that can print out the relevant map. Often environmental reports have location maps that use this type of map format as the base for its location map.) Is the rer.�uired location map included with this application? Answer Yes, as Exhibit E. D. Survey Plat: PD must provide a preliminary survey plat of the brownfields property with the property boundaries clearly identified, and a metes and bounds legal description that matches the property description on the plat. At this stage of the brownfields process, one or more existing survey plats from a previous property conveyance will suffice. (Before the brownfields project enters the public comment phase of the brownfields process, the PD will be required to submit a final brownfields survey plat which includes the information listed in the brownfields survey plat guidance.) Is the required preliminary survey plat included with this application? Answer In progress. E. Site Photographs: PD must provide at least one pre -redevelopment photograph of the property, in either hard copy or electronic format, that shows existing facilities and structures. Please note that the NCBP prefers to have electronic photos instead of or in addition to hard copies. Electronic copies of photographs should be emailed to: Shirle .Li ins(cDncdenr. ov with a clear indication as to which Brownfields Application they apply to. Are photographs of the property included with this application? Answer Yes, as Exhibit F. Have electronic copies of the photographs been emailed to NCBP? Answer Yes. F. Environmental Reports/Data: If it makes an affirmative eligibility determination, the NCBP will request that PD provide any and all existing environmental reports and data for the property on CD only. The brownfields process may be expedited if PD submits such reports/data with this application. Are anv environmental re )orts/data being submitted with this application? Answer Yes, as Exhibit G. If environmental reports/data are being submitted with this application, please provide the title, date and author of each item being submitted: Phase I Environmental Site Assessment Lace Lastics Textile Mill 606 and 610 Pine Tree Road, Oxford, NC January 14, 2019 Hart & Hickman 14 IV. ADDITIONAL REQUIRED FORMS The following forms are to be filled out and submitted with the application including the Responsibility and Compliance Affidavit and the Proposed Brownfields Agreement. Submittal of the Affidavit requires signature and notarization, and the Proposed Brownfields Application requires an initial. 15 BUSINESS CONFIDENTIAL TRADE SECRET INFORMATION SUBMITTED PURSUANT TO N.C. GEN. STAT. § 130A-304 and § 132-1 ETSEQ — NOT FOR DISCLOSURE OR DISTRIBUTION PY14IRIT A Response of Oxford Realty, LLC to Question I.D. in its January 31, 2019 Brownfields Property Application The PD entity is a member of the well -established Apex family of companies, which have been in existence for over 75 years. Apex Aridyne employs over 125 people at its facility in Graham, North Carolina, which has been operating for more than 40 years. The companies' current ratio (current assets/current liabilities) as of December 31, 2017 is 5.37, which is exceptionally strong. Although financial reports for 2018 have not yet been finalized, the Apex family of companies enjoyed its most successful year to date, with a combined revenue of approximately $30.5 million. Balance sheets demonstrating the financial standing of Apex Mills and Apex Aridyne as of 2017 are enclosed for additional information. PPAB 4693330v] EXHIBIT B Apex Mills Corp. Statement of Assets, Liabilities and Stockholders' Equity - Tax Basis December 31, 2017 and 2016 Current Assets Cash in banks and on hand - Accounts receivable - factored - other Due From Apex Aridyne Corp. Loans receivable -employees Merchandise inventory Sundry receivables Prepaid expenses and taxes Total Current Assets Furniture and equipment - net Leasehold Improvements - net TOTALASSETS 2017 2016 $ 569,278 $ 1,175,697 1,267,416 1,3.67,086 109,004 121,196 1,404,072 177,232 1,000 4,385,970 4,672,890 13,096 76.785 7,383 78 010 7,826,621 7,599,494 336.284 311,956 23,589 106.395 $ 8,186,4.94 $ 8,0.17,845 EXHIBIT A CONFIDENTIAL INFORMATION SUBMITTED PURSUANT TO N.C. GEN. STAT. §130A-304 and §132-1 ET SEQ - NOT FOR DISCLOSURE OR DISTRIBUTION See independent accountant's report. CONFIDENTIAL INFORMATION SUBMITTED PURSUANT TO N.C. GEN. STAT. §130A-304 and §132-1 ET SEQ - NOT FOR DISCLOSURE OR DISTRIBUTION Apex Mills Corp. Statement of Assets, Liabilities and Stockholders' Equity- Tax Basis December 31, 2017 and 2016 Current Liabilities Accounts payable Customers' credit balances Taxes Installment Note Payable Accrued retirement benefits Accrued expenses Total Current Liabilities Other Liabilities Installment Note Payable Notes payable (sch A) Total Other Liabilities TOTAL LIABILITIES Stockholders' Equity Common Stock no par value 2,648 shares issued ' Retained earnings -January 1, Net Profit (Loss) per exhibit B Less: distributions to stockholders Retained earnings -December 31, TOTAL STOCKHOLDI=RS' EQUITY 2017 2016 $ 916,809'$ 936,303 33,980 15,322 25 25 26,016 34,238 150,752 138,330 14.123 7,765 1.141,705 1,131,983 26,931 59,101 1,215.156 1,215,156 1, 242, 087 1,274,257 2.383, 792 2,406,240 246,550 246,550 5,365,060 5,113,334 191.364 5,556,424 272 251,721 5,365,055 5,556,152 5,365,05 5,802,702 5,611,605 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,186,494 $ 8,017,845 EXHIBIT A �Continued) See independent accountant's report. - Apex Aridyne Corp. Statement of Assets, Liabilities and Stockholders' Equity - Tax Basis December 31, 2017 and 2016 2017 2016 Current Assets: Cash on Hand and in Banks $ 3,805,332 $ 2,272,617 New York Money Market Fund 1,756,389 }: Municipal Bonds (At Cost) 1,743,228 Accounts Receivable 2,177,617 2,155,311 Prepaid Expenses 98,584 91,922 Loans & Exchanges 7,347 5,016 Total Current Assets Fixed and Other Assets: Machinery and Equipment Beams Building Building Addition Furniture -and Equipment Trade Shaw Booth Automobile Land Less: Accumulated Depreciation Deposit For Machinery TOTAL ASSETS 7,845,269 6,268,094 4,946,204 4,653,475 14,150 ' 14,150 3,453,568 3,453,568 1,402,499 1,402,499 568,745 558,896 132,440 132,440 31,601 55,731 57,267 55.731_ 10,604,938 10,328,026 9,204,682 8.690,936 1,400,256 1,637,090 71,760 38,000 $ 9,317,285 $ 7,943,184 EXH[BIT A CONFIDENTIAL INFORMATION SUBMITTED PURSUANT TO N.C. GEN. STAT. §130A-304 and §132-1 ET SEQ - NOT FOR DISCLOSURE OR DISTRIBUTION see independent accountant's report. Apex Aridyne Corp. Statement of Assets, Liabilities and Stockholders' Equity - Tax Basis December 31, 2017 and 2016 Current Liabilities. Accounts Payable Taxes Payable Accrued Expenses Retirement Plan Payable Due To Customers r Due to Apex Mills Corp Total Current Liabilities Other Liabilities: Notes payable (sch A) TOTAL LIABILITIES Stockholders' Equity: r Common Stock (1,000shs issued and outstanding) Retained Earnings - January 1, Net Profit Per Exhibit B Less: Distributions To Stockholders Retained Earnings - December 31, Treasury Stock TOTAL STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY CONFIDENTIAL INFORMATION SUBMITTED PURSUANT TO N.C. GEN. STAT. §130A-304 and §132-1 ET SEQ - NOT FOR DISCLOSURE OR DISTRIBUTION 2017 2016 $ 64,819 $ 92,278 4,700 5,800 93,301 124,719 149,248 132,931 137,950 1,404,072 171,867 1,854,090 527,595 925,652 925,652 2,779,742 1,453,247 130,000 130,000 6,409,940 7,079,513 347.727 552.2208 6,757,667 7,631,721 300,124 1,221,784 6,457,543 6,409,937 (50.000) 50,000 6,537.543 _6,489,937 $ 9,317,285 $ 7,943,184 EXHIBIT A (Continued) see independent accountant's report. EXHIB T NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY NORTH CAROLINA BROWNFIELDS PROGRAM IN THE MATTER OF: Oxford Realty, LLC UNDER THE AUTHORITY OF ) AFFIDAVIT NORTH CAROLINA GENERAL ) RE: RESPONSIBILITY STATUTES 3130A-310.30, et. seq. ) AND COMPLIANCE Jonathan Kurz being duly sworn, hereby deposes and says: 1. I am <<President>> of <Oxford Realty, LLC. 2. [if signatory is not President, add this paragraph: "I am fully authorized to make the declarations contained herein and to legally bind Oxford Realty, LLC."] 3. Oxford Realty, LLC is applying for a Brownfields Agreement with the North Carolina Department of Environmental Quality, pursuant to N.C.G.S. 3 130A, Article 9, Part 5 (Brownfields Act), in relation to the following Parcel Number(s): 191207586795; 191207588689; 191207680641; 191207682643 parcel(s) in Oxford, Granville, County, North Carolina: 606 & 610 Pine Tree Road. 4. I hereby certify, under the pains and penalties of perjury and of the Brownfields Act, that Oxford Realty, LLC, and any parent, subsidiary or other affiliate meets the eligibility requirements of N.C.G.S. 3 130A-310.31(b)(10), in that it has a bona fide, demonstrable desire to develop or redevelop, and did not cause or contribute to the contamination at, the parcel(s) cited in the preceding paragraph. 5. I hereby certify, under the pains and penalties of perjury and of the Brownfields Act, that Oxford Realty, LLC meets the eligibility requirement of N.C.G.S.3130A-310.32(a)(1) in that it and any parent, subsidiary or other affiliate have substantially complied with: a. the terms of any brownfields or similar agreement to which it or any parent, subsidiary or other affiliate has been a party; b. the requirements applicable to any remediation in which it or any parent, subsidiary or other affiliate has previously engaged; c. federal and state laws, regulations and rules for the protection of the environment. ant further saith not. tur n ted Name Date HARRIET KRAUTHAMER Sworn to and subscribed before me Notary Public, State of New York _ No. 01KR8233761 'r Qualified In Nassau County this day of U%v �d , 20 19. Commission Expires: January 3, 30.. Notary Public My commission expires: ! 31a0 a 3 (SEAL) 16 EXHIBIT D Preliminary Proposed Brownfields Agreement I. Property Facts a. Property Address(es): 606 & 610 Pine Tree Road, Oxford, NC b. Property Seller: Lace Lastics Company, Inc. c. Property Buyer: Oxford Realty, LLC d. Brief Property Usage History: The site was undeveloped until the early 1980s when the central portion of the site was developed by Lace Lastics, a textile manufacturer. The property still operates as a textile manufacturer. e. The planned reuse will potentially involve the following use classification(s) (check all that apply): ❑ School/childcare/senior care ❑ Residential ❑ Commercial, retail (specify) ❑ Other commercial (specify) ❑ Office ® Light industrial ❑ Heavy industrial ❑ Recreational ❑ Open space ❑ Other (specify) II. Contaminant Information a. The contaminant situation at the property is best described by the following (check all that apply): ❑ Contaminants are from an on -property source(s) ❑ Contaminants are from an off -property source(s) ❑ Contaminants are from an unknown source(s) ® Contaminants have not yet been documented on the property 17 b. Contaminated Media Table. (If known, check appropriate boxes below) Contaminant Soil Groundwater Private Wells Vapor Intrusion Types and/or Surface Water known Suspected known Suspected known suspected known suspected o Chlorinated x x 1 r Solvents 9 (list): a n i c s Petroleum: X X ASTs ❑ USTs ❑ Other Other (list): i Metals X X n (list): 0 r 9 a nOther (list): c s III. Protective Measures I am prepared to take steps necessary to make the property suitable for its planned uses while fully protecting public health and the environment. I propose that NCBP consider a brownfields agreement that will make the property suitable for the planned use(s) through the following mechanism(s) (check all that apply): ❑ Contaminant remediation to risk -based levels. ® Engineered Controls (e.g., low permeability caps, vapor mitigation systems, etc) ® Land use restrictions that run with the land that will restrict or prohibit uses that are unacceptable from a risk assessment/management perspective. (Important Note: In any 18 final brownfields agreement generated by the NCBP, land use restrictions will ultimately come with the continuing obligation to submit an annual certification that the Land Use Restrictions are being complied with and remain recorded at the applicable register of deeds office.) IV. Fees In connection with a brownfields agreement, the Act requires that the developer pay fees to offset the cost to the Department of Environmental Quality and the Department of Justice. In satisfaction of the Act, the following fees apply to a brownfields agreement that is developed for this project under the standard program, subject to negotiation of the brownfields agreement: a. A $2,000 initial fee will be due from the applicant PD when both of the following occur: 1) NCBP receives this application, the affidavit and proposed brownfields agreement, AND 2) NCBP notifies the applicant in writing that the applicant PD and the project are eligible for participation in the NCBP and continued negotiation of a brownfields agreement. b. A second fee of $6,000 will be due from the PD prior to execution of the brownfields agreement. Should the prospective developer choose to negotiate changes to the agreement that necessitate evaluation by the Department of Justice, additional fees shall apply. c. Any addendum/modifications to the BFA or NBP after they are in effect will result in an additional fee of at least $1,000. d. In the unexpected event that the environmental conditions at the property are unusually complex, such that NCBP's costs will clearly exceed the above amounts, NCBP and PD will negotiate additional fees. e. Additional fees are charged for the Ready for Reuse and Redevelopment Now programs. ® Please check this box .and initial in space provided to indicate your ack o ledgement of the standard brownfields fee structure. ❑ Please check this box and initial in space provided to indicate your interest in the Redevelopment Now program and your acknowledgement of the alternate fee structure as outlined in the Redevelopment Now Fee Consent Document (under separate cover). ❑ Please check this box and initial in space provided to indicate your interest in the Ready for Reuse program. Date of Submittal: _ 0 1 1 �? I I `20 tri 19 EXHIBIT E _ w i t •.� " K 54 1 Gbontri Club 1 as > Teak e - „ fR s: Nt Lake i 1 �,j �'if } pi ism-1- �,�,a:-}� �p� t ���1�I�1r �j g,��t�,��,y`� �_y-• �y`��'v� _ '^rfx' •_ �."f3`1 Y ,dr �:9€08. .£� ..`3:EIII� a��ly 9", • �`�"""'4 ��}} / � � ! i'T " +emu -� ..+.u�r } F � �R.,wd• ��'� s _ r 47� 1 APPROXIMATE TITLE N 0 2000 4000 SITE LOCATION MAP SCALE IN FEET PROJECT LACE LASTICS TEXTILE MILL 606 AND 610 PINE TREE ROAD OXFORD, NORTH CAROLINA hart hickman 2923 South Tryon Street -Suite 1CC U.S.G.S. QUADRANGLE MAP Charlotte, North Carolina 28203 OXFORD, NC 1981 SMARTER l.. 1 704-586-0007 (p) 704-586-0373 (0 '[:. � 9i�i. SOLUTIONS DATE: 01-03-19 REVISION NO: 0 I QUADRANGLE JOB NO: APM-001 FIGURE: 1 7.5 MINUTE SERIES (TOPOGRAPHIC) EXHIBIT F T_N - w�ay,,� � :� }C'? .fir- :.ti•a. _e- Y`" -_ �': a�: y Photograph 1: The western Site building as viewed from the southwest 0 . 'o. Photograph 2: The eastern Site building as viewed from the southeast o IN 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL 2 hart h1Cki•t• an Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 61(f) Q 919.847.4241(p) 919.847.42OXFORD, NORTH CAROLINA Y , --!,I "K, - - 77 1W- Photograph 3: General view of the knitting area within the western Site building Photograph 4: General view of knitting machines within the western Site building o 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL a harthickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA Photograph 5: General view of the equipment maintenance area Photograph 6: Finished product storage within the eastern Site building 0 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL halt hickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA f Photograph 7: General view of finished product inspection area Photograph 8: Dye storage room within the dye house LAY 7 0 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL a hart hickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA Photograph 9: New chemical and dye storage area Photograph 10: Staining observed adjacent to dye storage o LACE LASTICS TEXTILE MILL K? 3921 Sunset Ridge Road, Ste 301 2 hart hickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA _ L �r �i• m Photograph 11: Chemical/dye mixing area and associated staining Photograph 12: Hydraulic fluid observed adjacent to knitting machines q -4 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL � hart '�+ hick an Raleigh, NC 27607 606 AND 610 PINE TREE ROAD a 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA Photograph 13: Process water AST observed north of the dye house 0 NIM W- Photograph 14: Sump observed within the dye house 0 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL a haft hickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA b 0 2 a Photograph 15: Process chemical storage within the dye house Ia Photograph 16: Additional process chemical storage within the dye house 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL iaft hickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA tax W. l♦ r r �. =5= Photograph 17: General view of trench drains within the dye house Photograph 18: Hydraulic fluid staining observed adjacent to exterior air compressors o 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL i' a art hickman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA - .. •`lop -�•, «.�,f.t��._ :! r.-r:.._ �� .e �•-_ram-: y�;;. _�. . may, �1 �' 4 '� ^ •• -.'- • � � � �_ JMW t .�_ _ `-��-r"{:_ . JS .tom i•}k r.. _f �_. •'�S Photograph 19: Unnamed tributary along the northeastern Site boundary Photograph 20: Pine Tree Road with the south adjacent property located beyond (former JFD Electronics/Channel Master facility) o if 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL haft ON* hiCkman Raleigh, NC 27607 606 AND 610 PINE TREE ROAD 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA .ter � rµ - •.. -:. .�., :r '�� . :�_r--, � .. � i',� k.�•jy-.:. +• sir �,� � .-_�`� �'`y.� Photograph 21: West adjacent property 0 3921 Sunset Ridge Road, Ste 301 LACE LASTICS TEXTILE MILL a haft hick an Raleigh, NC 27607 606 AND 610 PINE TREE ROAD Q 919.847.4241(p) 919.847.4261(f) OXFORD, NORTH CAROLINA EXHIBIT G parkerPoe Jan' 31, 20x9 -kxbibit G to $ea1t3,�LOwE elds ApAlica . �vtro�nental `�Oxfob