15031_RJR Whitaker_BPA_20111004

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ATTORNEYS AT LAW
October 4, 2011
Mr. Bruce Nicholson
Brownfields Program
Division of Waste Management
NC Department of Environment and Natural Resources
401 Oberlin Road, Suite 150
Raleigh, North Carolina 27605
Dear Bruce:
KILPATRICK TOWNSEND & STOCKTON LLP
www.kilpatricktownsend.com
1001 West Fourth St.
Winston-Salem NC 27101-2400
t 336 607 7300 f 336 607 7500
Stephen R. Berlin
direct dial 336 607 7304
direct fax [phone]
Enclosed is the Brownfields Property Application for the WPDA, Inc. project that I
previously discussed with you. A copy of this Application has today been sent to Tony
Duque via FedEx delivery.
We look forward to working with you and Tony on this important project.
Sincerely,
Stephen R. Berlin
Enclosure
US2008 2932697.1
ATLANTA AUGUSTA CHARLOTTE OENVER OUBAI NEW YORK OAKLAND RALEIGH SAN OIEGO SAN FRANCISCO SEATTLE SILICON VALLEY STOCKHOLM TAIPEI TOKYO WALNUT CREEK WASHINGTON, DC WINSTONSALEM

NorthBrownfields Property Application
•lina Brownfields Program
www.ncbrownfields.org
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A. PD information:
E-mail address sberlin kilpatricktownsend,core
Phone No. (6)607-7304
Fax No. () 7-1
Web site Not applicable
B. PD contact person information (i.e., individual who will serve as the NCBP's point of
contact if different than above):
C. Information regarding all parent companies, subsidiaries or other affiliates of PD (attach
separate sheet(s) if necessary):
(Use for LLCs)
Member -managed or manager -managed? Answer: Not applicable.

If manager -managed, provide name of manager and percent of ownership:
Name Not applicable.
Ownership (%)
Mailing Address
E-Mail Address
Phone No.
Fax No.
For all LLCs, list all members of the LLC and provide their percent of ownership:
Name Not applicable.
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.
2

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.
Not applicable.
List all parent companies, subsidiaries and other affiliates:
Not applicable.
(Use for Partnerships)
Check one: ❑General Partnership ❑Limited Partnership
List all partners and percent of ownership:
Name Not applicable.
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:
3

(Use for corporations other than LLCs)
(If information is the same as shown in 1.A., please indicate "same as 1.A." below.)
Name Same as 1.A.
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 1.A., -please indicate "same as 1.A." above.)
Name Not applicable.
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 Members of WPDA, Inc. include Winston-Salem Business, Inc., Wake
Forest University and the Winston-Salem Alliance, who have much experience and
success with redevelopment of properties using the Brownfields program. These
members are providing funding for this project and are capable of financing or
obtaining the financing for such a project.
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?
0

Answer Yes.
Explanation The PD's Articles of Incorporation (Exhibit 1) authorizes it to perform
any lawful activity for which corporations may be organized, which includes
owning, holding, leasing, developing or improving real property. The PD has
retained qualified and experienced legal counsel and other expert consultants
familiar with full implementation of a brownfields agreement, and the safe use of a
brownfields 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 retained qualified and experienced legal counsel and
other expert consultants familiar with full implementation of a brownfields
agreement, and the safe use of a brownfields property.
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.)
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.)
Not applicable.
5

If no, provide the name, address, telephone number and e-mail address of the contact
person for the current property owner
Mr. Greg Coiner, Senior Director - Supply Finance
R. J. Reynolds Tobacco Company
401 North Main Street, P.O. Box 464, Winston-Salem, NC 27102
336-741-7350 - [e-mail]
If PD does not currently own the property, does PD have the property under contract to
purchase?
Answer Not at present. However, the PD has an exclusive negotiating
agreement and is negotiating a contract to obtain the property.
If yes, provide date of contract.
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)? Note: the Act requires the PD to
demonstrate that it intends to either buy or sell the property.
At some point after the project is determined to be eligible for participation in the
North Carolina Brownfields Program.
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)(11) that
have been used, stored on, or otherwise present at the property while those activities
were conducted, and explain how they were used.)
PD does not yet own the property nor has it operated at the property.
II. SITE INFORMATION
A. Information regarding the proposed brownfields property:
Proposed project name WPDA
acreage approximately 215 acres County Forsyth
street address(es) 950 Reynolds Blvd.; 951 Reynolds Blvd.; 1001 Reynolds
Blvd.; 2901 Shorefair Dr.; 3291 Shorefair Dr.; 3221 Shorefair Dr.; 95 W. 32"d St. and
three Cherry Street lots (Block/Lot: 2306/119, 2306/118, 2306/116). Because of
pending business decisions of the current owner of the proposed brownfields

become a part of the ultimate Brownfields Project. These business decisions will
be clarified in the near future and will be reflected in the Brownfields Agreement
and Brownfields Property Survey Plat for this project.
city Winston-Salem zip 27105
tax ID(s) or PIN(s) 6826-99-6717.00; 6837-01-4081.00; 6827-70-7873.00; 6836-18-
2435.00; 6837-00-5044.00; 6836-09-6677.00; 6836-09-9448.00; 6827-60-9541.00;
6827-60-9943.00; 6827-61-9056.00 (Exhibit 2)
past use(s) Tobacco manufacturing, processing and supporting
operations, including laboratories and parking
current use(s) Tobacco manufacturing and supporting operations, including
laboratories and parking
cause(s)/source(s) of contamination:
known None.
suspected A release of petroleum is documented in NCDENR, UST Section files
related to a facility (Plant 602) within the tract that may not be included within this
redevelopment project (Plant 602 may not be transferred to WPDA, Inc.). As a
result of this known release, petroleum contamination on the redevelopment
project property may exist. The property has had a history of industrial use. The
oldest structures on this property were built in the mid-1900s and the earliest uses
included delivery of materials by rail.
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: Division of Waste Management, UST Section/Facility ID 0-
032928 (1101 Reynolds Blvd)
Agency Name/ID No: Division of Waste Management, UST Section/Facility ID 0-
015585 (605 Facility)
Agency Name/ID No: Division of Waste Management, Hazardous Waste Section/
NCD981745342 (950 Reynolds Blvd.)
Agency Name/ID No: Division of Waste Management, Hazardous Waste Section/
NCO991302664
7

Agency Name/ID No: Division of Waste Management, Hazardous Waste Section/
Agency Name/ID No: Division of Waste Management, Underground Storage Tank
Section/ Facility ID# 602-0-015584 (This information is provided although current
plans are for this facility to be excluded from the Brownfields Project.)
Agency Name/ID No: Division of Waste Management, Underground Storage Tank
Section/ Incident# 602-4-12453 (This information is provided although current
plans are for this facility to be excluded from the Brownfields Project.)
C. In what way(s) is the property is abandoned idled, or underused?
Many structures on the property and the real property itself have not been used
for many years, while other structures are underused due to the transfer and
downsizing of tobacco -related operations in recent years within these
approximately 215 acres. Also, the structures currently in use are underutilized
for these same reasons.
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)?
The stigma of possible environmental liability associated with many years of
industrial use at the property is a hindrance to its development. Many structures
have or will sit idle and then will become a blight on the surrounding area.
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)?
Without protection from environmental liability as provided by a Brownfields
Agreement, it is doubtful that anyone will be interested in making the substantial
investment necessary to redevelop the property as evidenced by the fact that
properties have been idle and/or underused for several years.
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.
The property will be redeveloped as a center for diverse new uses potentially
including commercial research and general office, advanced manufacturing,
commercial laboratory, sports & health (entertainment), commercial retail and
residential.
G. Current tax value of brownfields property: $137,297,800.00 (EXHIBIT 3)
'3

H. Estimated capital investment in redevelopment project:
While difficult to accurately estimate at this point, the amount will likely be in the
range of $50 million.
I. List and describe the public 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 support letters with this application is
recommended and encouraged.)
There will be very significant public benefits from the proposed redevelopment of
these former tobacco manufacturing and processing properties. According to an
economic study by Dr. Andrew Brod, direct employment impact is estimated to be in
excess of 8,000 jobs and indirect and induced employment are estimated to be as
high as 13,500 jobs. This same study analyzed the effect of this Brownfields
redeveolpment project and found that the impact on final demand (aggregate gross
sales) is between $4.3 billion and $5 billion per year. The renovations will stabilize or
increase the value of the property resulting in tax base increases. The project is in
harmony with the on -going redevelopment of the surrounding Planning Area for
Winston-Salem and has the support of the community. Also, it is expected that the
redevelopment of the property will greatly enhance community use of the area by
improving traffic patterns for the high use area including and surrounding Wake
Forest University, the BB&T Field, the Lawrence Joel Coliseum, and other high use
entertainment venues.
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
(LEER) Certification, green building materials; green landscaping techniques such as
using drought resistant 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.
Existing buildings on the property will be renovated and reused as part of this
redevelopment strategy. It is too early to describe all environmentally -friendly
technologies and designs that the PD plans to use in the redevelopment project,
but they will certainly be considered as the development progresses. The PD is
very familiar with such technologies and intends to incorporate them as
appropriate.
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 1.A. above, please indicate.)
Name Same as 1.A. above.
9

Mailing Address
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. It must be filled out signed notarized, and submitted with this
application.)
Is the required affidavit, as described above, included with this application?
Answer Yes. (EXHIBIT 4)
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 reauired Proposed Brownfields Agreement, as described above, included with
this application?
Answer Yes. (EXHIBIT 5)
C. Location Map: PD must provide a copy of the relevant portion of the 1:24,000 scale
U.S.G.S. topographic quadrangle map that shows the property clearly plotted, and that
measures at least an 8'h by 11 inches. (Note: these maps can be 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 as the base for its location map.)
Is the required location map included with this application?
Answer Yes. (EXHIBIT 6)
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
10

survey plat which includes the information listed in the brownfields survey plat
guidance.)
Is the required preliminary survey plat included with this application?
Answer No.
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 [e-mail] with a clear indication as to which
Brownfields Application they apply.
Are photographs of the property included with this application?
Answer Yes. (EXHIBIT 2)
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. However, the brownfields process may be expedited if PD submits
such reports/data with this application.
Are any environmental reports/data being submitted with this application?
Answer No.
If environmental reports/data are being submitted with this application, please provide the
title, date and author of each item being submitted:
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.
11

oil&

C201110900403
SOSID: 1199870
Date Filed: 4/19/2011 7:48:00 AM
Elaine F. Marshall
North Carolina Secretary of State
C201110900403
Pursuant to §55A-2-02 of the General Statutes of North Carolina, *the undersigned does
hereby submit these Articles of Incorporation for the purpose of forming a nonprofit corporation
under the Nonprofit Corporation Act.
ARTICLE I
The name of the corporation shall be WPDA, Inc.
The corporation is organized exclusively for charitable purposes within the meaning of
Sections 501(e)(3) and 170(e)(�) of the Internal Revenue Code of 1986 or the corresponding
provisions of any future United States Internal Revenue laws (the "Code") and is a "charitable or
religious corporation" within the meaning of Section 55A-1-40(4) of the North Carolina General
Statutes.
ARTICLE III
The specific purposes for which the corporation is organized are charitable and
educational purposes, and to engage in any other lawful act or activity for which corporations
may be organized under Chapter 55A of the General Statutes of North Carolina so long as the
corporation does not engage in any activity or activities not in furtherance of one or more tax
exempt purposes as contemplated in Section 501(c)(3) of the Code.
ARTICLE IV
The corporation is not organized and shall not be operated for pecuniary gain or profit.
No part of the property or net earnings of the corporation shall inure to the benefit of or be
distributable to its directors, officers, or other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article III hereof. The
corporation shall not carry on propaganda, or otherwise attempt to influence legislation to such
extent as would result in loss of its exemption from federal income tax under Section 501(c)(3)
of the Code, and the corporation shall not participate in, or intervene in (including publication or
distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the corporation shall not carry on any
other activities not permitted to be carried on (a) by a corporation exempt from federal income
tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United
States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Code (or the corresponding provision of any future United States
Internal Revenue Law).
US2008 2524096.1

C201110900403
The corporation shall have no members.
>, i 1
The street address and county, which is also the mailing address, of the principal office of
the corporation is 1001 West Fourth Street, Winston-Salem, Forsyth County, North Carolina
27101-2400.
ARTICLE VII
The street address and county, which is also the mailing address, of the initial registered
office of the corporation is 1001 West Fourth Street, Winston-Salem, Forsyth County, North
Carolina 27101-2400.
The name of the initial registered agent at the address of the registered office is G.
William Joyner III.
ARTICLE IX
The powers of the corporation shall be exercised by a Board of Directors of not less than
five (5) persons. The number, method of election, qualifications, term of office, powers,
authority, and duties of the directors, the time and place of their meetings, and such other
provisions with respect to them as are not inconsistent with the expressed provisions of these
Articles shall be as specified in the Bylaws.
No director shall have personal liability arising out of an action whether by or in the right
of the corporation or otherwise for monetary damages for breach of any duty as a director;
provided, however, that the foregoing shall not limit or eliminate the personal liability of a
director with respect to (i) any acts or omissions that the director at the time of the breach knew
or believed were clearly in conflict with the best interests of the Corporation, (ii) any liability of
such director arising under sections 55A-8-32 or 55A-8-33 of the General Statutes of North
Carolina in connection with any loan, guaranty or other form of security made or provided by the
Corporation to or for the benefit of any of the directors or officers of the Corporation, other than
loans, guaranties or other forms of security made to full-time employees of the Corporation who
are also directors or officers of the Corporation by action of the board of directors in accordance
with the provisions of section SSA-8-31(a)(1) of the General Statutes of North Carolina, (iii) any
transaction from which such director derived an improper personal financial benefit (other than
reasonable compensation or other reasonable incidental benefit for or on account of such
director's services as a director, trustee, officer, employee, independent contractor, attorney or
consultant of the corporation), or (iv) any acts or omissions occurring prior to the effectiveness of
this Article.
US2008 2524096.1

C201110900403
Furthermore notwithstanding the foregoing provisions, in the event that Section 55A-2-02
or any other provision of the North Carolina General Statutes is amended or enacted to permit
further limitation or elimination of the personal liability of the director, the personal liability of
the corporation's directors shall be limited or eliminated to the fullest extent permitted by the
applicable law.
This Article shall not affect a provision permitted under the North Carolina General
Statutes in the articles of incorporation, bylaws, or contract or resolution of the corporation
indemnifying or agreeing to indemnify a director against personal liability. Any repeal or
modification of this Article shall not adversely affect any limitation hereunder on the personal
liability of the director with respect to acts or omissions occurring prior to such repeal or
modification.
ARTICLE XI
Upon the dissolution of the corporation, assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Any such assets not
disposed of shall be disposed of by a court having competent jurisdiction in the county in which
the principal office of the corporation is then located, exclusively for such purposes or to such
corporation or organizations, as said court shall determine, which are organized and operated
exclusively for such purposes.
These Articles of Incorporation may not be amended to prevent the corporation from
qualifying as an exempt organization under Section 501(c)(3) of the Code.
The name and address of the incorporator is G. William Joyner III, 1001 West Fourth
Street, Winston-Salem, North Carolina 27101-2400.
This the 19th day of April, 2011.
G. William Joyner III, Incorporator
US2008 2524096.1

..XHIBIT 2