23027_Orange County Print Shop_BPA_20190506

hart hickman
SMARTER ENVIRONMENTAL SOLUTIONS
Via Email and FedEx
May 6, 2019
NCDEQ — Division of Waste Management
Brownfields Program
1646 Mail Service Center
Raleigh, NC 27699-1646
Attn: Ms. Shirley Liggins
Re: Brownfield Property Application
Franklin -Rosemary Property
137 E. Franklin Street and 136 E. Rosemary Street
Chapel Hill, Orange County
H&H Project No. GBP-001
Dear Ms. Liggins:
On behalf of Franklin Office Chapel Hill, LLC, enclosed please find the original signed and
notarized Brownfields Property Application package for the above referenced site located in
Chapel Hill. The environmental reports identified in Section III. F. of the application are
provided in the attached CD. An electronic copy of the application was submitted via email on
May 6, 2019. In addition, a copy of the executed Redevelopment Now fee consent form is
included as part of this submittal.
If you have any questions or comments, please do not hesitate to contact me.
Sincerely,
Hart & Hickman, PC
Ralph McGee, PG
Senior Project Geologist
RWM/chc
Enclosures
cc: Mr. Tim Jezisek (via email)
2923 South Tryon Street, Suite 100 3921 Sunset Ridge Rd, Suite 301
Charlotte, NC 28203 Raleigh, NC 27607 www.harthickman.com
704.586,0007 main 919.847A241 main

North Carolina Brownfields Program
Redevelopment Now
Fee Consent Document
I, the undersigned, amtheauthorizedagentofFranklin Office Chapel Hill, LLC ("Prospective
Developer"), who the North Carolina Brownfields Program ("Program") has determined to be
eligible to seek to engage in the brownfields process regarding a property and project that the
Program has also determined to be eligible. See N.C.G.S. 130A-310.30, et seq. The property is
known as the Franklin -Rosemary Buildings site and is located at 137 E. Franklin Street and 136
E. Rosemary Street in Chapel Hill, Orange County, North Carolina. Prospective Developer is
herewith paying a $30,000.00 fee to the Program, by check payable to "NCDEQ," in
satisfaction of a Prospective Developer's obligations under N.C.G.S. 130A-310,39(a).
Prospective Developer understands that payment of this fee entitles Prospective Developer to
expedited Program review of technical documents and processing of a draft Brownfields
Agreement and ancillary documents regarding the project in question.
Prospective Developer further understands that payment of this fee in no way guarantees
successful completion of the brownfields process regarding the project.
I understand that, pursuant to payment of the fees, the Program shall handle the subject project
under the Program's expedited processing provisions, with appropriate staff resources, so long as
Prospective Developer is engaging in the process in good faith and complying with the
Program's procedures.
Should the Program determine that the resources required to complete the brownfields process in
regard to the subject project ever exceed the fee set forth herein due to unforeseen technical,
administrative, or regulatory complexities, the Program may (1) remove the project from the
expedited processing program and return it to standard processing status, or (2) expend resources
it deems reasonable seeking to negotiate an additional fee that the Program deems sufficient to
complete the brownfields process in regard to the project.
Disclaimers
1) The Program makes no promises or claims that payment of the subject fee will result in successful
completion of the Brownfields process regarding this project.
2) Public comment shall be solicited pursuant to MC.G.S. 130A-310.34, and may affect the outcome of the
brownfields process regarding this project, including without limitation its timing and/or
provisions/features of the Brownfields documents and plat.
Prospective Developer: Franklin Office Chapel Hill, LLC
Mailing Address: 4601 Park Road. Suite 450
Charlotte, North Carolina 28209
Tim Jezisek Date

Brownfields Property Application
North Carolina Brownfields Program
www.ncbrownfields.orq
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
Franklin Office Chapel Hill, LLC
Principal Officer
W. Clay Grubb
Representative
Tim Jezisek
Mailing Address
4601 Park Road, Suite 450
Charlotte, NC 28209
E-mail address
[e-mail]
Phone No.
[phone]
Fax No.
Web site
www.grubbproperties.com
B. PD contact person information (i.e., individual who will serve as the NCBP's point of
contact if different than above):
Name Ralph McGee
Company Hart & Hickman, PC
Mailing Address 2923 S Tryon Street, Suite 100
Charlotte, NC 28203
E-Mail Address [e-mail]
Phone No. [phone]
Fax No.
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: manager -managed
C!

If manager -managed, provide name of manager and percent of ownership:
Name Grubb Fund Management, LLC
Ownership (%) 100 %
Mailing Address 4601 Park Road, Suite 450
Charlotte, NC 28209
E-Mail Address [e-mail]
Phone No. [phone]
Fax No.
For all LLCs, list all members of the LLC and provide their percent of ownership:
Name Additional information associated with the ownership and management
structure for the Franklin Office Chapel Hill, LLC is provided as Attachement A.
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.
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.
Not Applicable
List all parent companies, subsidiaries and other affiliates:
Franklin Office Chapel Hill, LLC is an affiliate of Grubb Properties, Inc. Grubb Properties has
numerous other affiliated single -purpose entities created for real estate development
purposes. Additional information concerning Grubb Properties affiliated entities can be made
available upon DEQ request.
(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:

(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 1.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 Franklin Office Chapel Hill, LLC (hereinafter referred to as the "PD") is an
affiliate of Grubb Properties. Grubb Properties is an experienced real estate developer
whose portfolio includes over $2 billion in investment transactions. The company is
financially sound and is capitalized to complete the redevelopment of this property.
rA

The PD is applying for the Brownfields Agreement as part of its due diligence for the
purchase of this property. The PD is confident that its application for (and eventual execution
of) a Brownfields Agreement will facilitate the financing of the property. The financing of the
property will provide the financial means to implement the Brownfields Agreement.
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
Explanation Grubb Properties has extensive experience managing real estate projects for
over 50 years. In addition, the PD has retained professionals including Robinson, Bradshaw
& Hinson, PA and Hart & Hickman, PC, 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 Please refer to our responses to Questions I. D and I. E, above. 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 hired Hart & Hickman, PC to assist with the technical aspects of both
this application and the implementation of an eventual Brownfields Agreement (including
technical "work to be performed"). Hart & Hickman has extensive experience with
Brownfields projects in North Carolina and is thoroughly 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.)
Grubb Properties has been involved in multiple Brownfields redevelopment projects including
the recent Piedmont Triad Research Park (northern portion) Brownfields property (Brownfields
Project No. 09046-05-34) located at 270 Sixth Street East in Winston-Salem, Forsyth County.
H. Does PD currently own the property?
Answer Yes
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.)
April 17, 2019
Previous Owner: 137 E. Franklin, LP
Mailing Address:
97-77 Queens Boulevard, 11t" Floor
Rego Park, NY 11374
Please refer to question I. A, above for current owner contact information
If no, provide the name, address, telephone number and e-mail address of the contact
person for the current property owner
I. If PD does not currently own the property, does PD have the property under contract to
purchase?
Answer No Applicable
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)?
J. 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
9

been used, stored on, or otherwise present at the property while those activities were
conducted, and explain how they were used.)
The Brownfields property is currently developed with two multi -story commercial buildings
occupied by multiple tenants including a CVS store, UNC Chapel Hill administrative offices, a barber
shop, a police department substation, and an insurance office. There are multiple vacant tenant
spaces within each of the two buildings on the Brownfields property.
II. SITE INFORMATION
A. Information regarding the proposed brownfields property:
Proposed project name
acreage 0.66
Franklin -Rosemary Buildings
County Orange
street address(es) 136 East Rosemary Street; 137 East Franklin Street
city Chapel Hill zip 27514
tax ID(s) or PIN(s) 9788377517
past use(s) Based on a review of historical resources, the southern portion of the
Brownfields property along E. Franklin Street was developed with street -front retail buildings
occupied by a bank, drug stores, a jewlery store, and a furniture store as early as 1911. The
northern portion of the Brownfields property along E. Rosemary Street was undeveloped
vacant land until the 1920s when it was developed with the Orange County Print Shop.
Printing operations in the northern portion of the Site continued until at least the late 1950s.
The Site was razed and the current Site buildings were constructed in the early 1970s. The
current Site buildings have been occupied by various tenants for retail, office, and
commercial purposes since the 1970s.
current use(s) The Brownfields property is currently developed with two multi -story
commercial buildings occupied by multiple tenants including a CVS store, UNC Chapel Hill
administrative offices, a barber shop, a police department substation, and an insurance
office. There are multiple vacant tenant spaces within each of the two buildings on the
Brownfields property.
cause(s)/source(s) of contamination:
known
suspected The northern portion of the Brownfields property was occupied by a printing
operation from the 1920s until at least the late 1950s. Historical printing operations may
have included use of petroleum -based inks and various solvents for cleaning printing press
components.
Historical uses on nearby off -Site properties included the City of Chapel Hill maintenance
shop, a fire station with two underground storage tanks, print shops, automotive repair
10

shops, and a dry cleaning business. There is a potential for an undocumented release from
nearby off -Site properties to impact the Brownfields property.
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: EPA ID: NCR000162743 (CVS Pharmacy No. 10277; RCRA LQG)
Agency Name/ID No:
Agency Name/ID No:
Agency Name/ID No:
Agency Name/ID No:
Agency Name/ID No:
C. In what wav(s) is the Drooerty is abandoned. idled. or underused?
The Site is located in downtown Chapel Hill in close proximity to the University of North
Carolina at Chapel Hill campus in a popular commercial area. The two multi-tentant
commercial buildings are occupied with a CVS store, a police department substation, a
barber shop, and an insurance office. Multiple tenant spaces within both Site buildings are
unoccupied and observations made by others during recent Phase I ESA Site
reconnaissance activities indicate that upper floors within the buildings are in poor condition.
Based on the numerous vacant tenant spaces, deferred maintenance (roof and exterior
maintenance), location in downtown Chapel Hill, and proximity to the University of North
Carolina at Chapel Hill campus, the Brownfields property is being significantly underused.
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 be
ensured that the property can be safely used through the Brownfields Program, and that it and
the future owners and occupants will have the protections and benefits afforded by a Brownfields
Agreement. Further, the availability of financing for the redevelopment of the property may
depend on the property's entry into the Brownfields Program. Thus, given the current condition of
the property, the protections offered by a Brownfields Agreement is critical for the safe
redevelopment 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)?
11

Please see the response to Question Il. D above. Given potential risks for impacts from
undocumented releases associated with historical Site uses and historical operations on nearby
off -Site properties, the PD believes that a Brownfields Agreement will be essential for the viable
and safe use of the property. Indeed, the PD will not proceed with its redevelopment of the
property unless the property is entered into the Brownfields Program.
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 PD plans to rehabilitate the Site buildings for retial, office, and other commercial uses.
G. Current tax value of brownfields property: $8,633,400.00
H. Estimated capital investment in redevelopment project: $12,600,000.00
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.)
1. Creation of additional jobs during construction and redevelopment of the Site, as well as
permanent commercial/retail jobs.
2. Spur additional community investment and development in the area resulting in further tax
base and employment options.
3. Positive impacts on the surrounding business community.
4. 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.
5. Beneficial use of the property in a high -density area, thereby avoiding the use of "green field"
parcels in other areas of the community.
6. Aesthetic enhancements.
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.
Use of environmentally friendly technologies will be considered during redevelopment.
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 The PD intends to own the property at the conclusion of the
Brownfields process. Please refer to the PD information in the answer to question I. A,
above.
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. 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
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 Aareement . as described above. included with this
application?
Answer Yes
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 location of the property, clearly
plotted, and that measures at least an 8'/2 by 11 inches. (Note: these maps can be
purchased through the above link, or often through retail outdoor recreation stores that can
13

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 required location map included with this application?
Answer Yes
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 Yes
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:
Shirley.Liggins(aD_ncdenr.gov with a clear indication as to which Brownfields
Application they apply to.
Are photographs of the property included with this application?
Answer Yes
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 any environmental reports/data being submitted with this application?
Answer Yes
If environmental reports/data are being submitted with this application, please provide the
title, date and author of each item being submitted:
1. Phase I Environmental Site Assessment Report, East Franklin Street and East
Rosemary Street Site, 137 East Franklin Street and 136 East Rosemary Street, Chapel
Hill, NC, ECS Southeast, February 20, 2019
M51

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

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY
NORTH CAROLINA BROWNFIELDS PROGRAM
IN THE MATTER OF: Franklin Office Chapel Hill, LLC
UNDER THE AUTHORITY OF ) AFFIDAVIT
NORTH CAROLINA GENERAL ) RE: RESPONSIBILITY
STATUTES 3130A-310.30, et. seq. ) AND COMPLIANCE
Joe Dye, being duly sworn, hereby deposes and says:
1. I am a managing member of Franklin Office Chapel HiII, LLC .
2. I am fully authorized to make the declarations contained herein and to legally bind Franklin Office
Chapel Hill, LLC.
3. Franklin Office Chapel Hill, LLC is applying for a Brownfields Agreement with the North Carolina
Depat4ment of Environmental Quality, pursuant to N.C.G.S. 3130A, Article 9, Part 5 (Brownfields
Act), in relation to the following parcel(s) in Chapel Hill, Orange County, North Carolina: 137 East
Franklin Street and 136 East Rosemary Street (PIN 9788377517)
4. I hereby certify, under the pains and penalties of perjury and of the Brownfields Act, that Franklin
Office Chapel Hill, LLC, and any parent, subsidiary or other affiliate meets the eligibility
requirements ofN.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. 1 hereby certify, under the pains and penalties of perjury and of the Brownfields Act, that Franklin
Office Chapel Hill, 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 parry;
b. the requirements applicable to any remediation in which it or any parent, subsidiary or other
affiliate has previously engaged;
c, federal and state 1 s, regulations and rules. for the protection of the environment.
Affiant fmiher �th not. II
Signatu�e/Printed#d�me I �� ��
Sworn to and subscribed before me
this y a ,
�I I �2�0
My emnnussion expires:
Date
���O�PS P pFp
ary Public ; = Notary Public
Wake County
My Co''m/I rpdssl n(&
%y
16 ////1O?� n iA�O

Preliminary Proposed Brownfields Agreement
I. Property Facts
a. Property Address(es): 137 East Franklin Street and 136 East Rosemary Street
b. Property Seller: 137 E Franklin, LP
c. Property Buyer: Franklin Office Chapel Hill, LLC
d. Brief Property Usage History: Based on a review of historical resources, the southern portion
of the Brownfields property along E. Franklin Street was developed with street -front retail
buildings occupied by a bank, drug stores, a jewlery store, and furniture store as early as 1911.
The northern portion of the Brownfields property along E. Rosemary Street was undeveloped
vacant land until the 1920s when it was developed with the Orange County Print Shop. Printing
operations in the northern portion of the Site continued until at least the late 1950s. The Site was
razed and the current Site buildings were constructed in the early 1970s. The current Site
buildings have been occupied by various tenants for retail, office, and commercial purposes since
the 1970s.
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) e.g., brewery
® 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
0
Chlorinated
X
X
r
Solvents
9
(list):
a
n
i
c
s
Petroleum:
X
X
ASTs ❑
USTs ❑
Other
Other (list):
i
Metals
n
(list):
0
r
9
a
n
Other (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
0.

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.)
>V. Fees
In connection with a brownfields agreement, the Act requires that the developer pay fees to
oMet 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 $ti,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
acknowledgement ofthe standard brownfields fee shucture.
®'�� Please check this box and initial in space provided to indicate your interest in the
Redevelopment Now program and your acknowledgement of the III 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:
19

Attachment A
Prospective Developer Ownership and Management Structure

Franklin Office Chapel Hill, LLC
Organizational Chart
Franklin Office Chapel Hill, LLC
(Borrower)
Manager
i Manage
i
i
i
i
-------------
GFM QOF Manager,
LLC i
100% L-------------�
r-------
Grubb Fund
------______
Management, LLC I
- Manager
L — — — — — —______
�.
Manager
Manager i
i
r------L------�
Grubb
Management, Inc. I
100%
L— — — — —
-----�
100%
r------
------�
Grubb Properties,
Inc. 1
11.54%
L------
------�
......
W. Clay Grubb
CEO
March 25, 2019
100%
Franklin Office Chapel Hill Member, LLC
r (Member)
100%
General
Partner 2019 Grubb QOF Operating Partnership, LP
0% Capital (Member)
0% Profits
0% Capital 100% Capital
18% Profits 82% Profits
Grubb Southeast Real 2019 Grubb Qualified
Estate Fund VI, LLC Opportunity Fund, LLC
(Partner) (Partner)
Variable %
Variable %
Grubb Real Estate Investment Company, LLC
(Member)
Legend
Manager -------->
Member
Member/Manager ..................••••>

Attachment B
Site Location Map

-Kv air=

Attachment C
Preliminary Survey Plat

•1 LEGEND
I •% SITE PROPERTY BOUNDARY
r e F
r'
• -16,1
r
ti ♦ r NOTE
'ram AERIAL IMAGERY OBTAINED FROM ORANGE COUNTY GIS.
VO
� -
1- M f A' � r
t t r 411
APPROXIMATE
M 4 f, 0 40 80
�f _ SCALE IN FEET
TITLE
- jo^ PRELIMINARY SURVEY PLAT
� f PROJECT FRANKLIN-ROSEMARY PROPERTY
137 E. FRANKLIN ST. & 136 E. ROSEMARY ST.
► !r CHAPEL HILL NORTH CAROLINA
hart � hiekman 2923SourhTrthCarolina28203te 0
� � Charlotte, North Carolina 28203
• r 704-586-0007O704-586-0373(t
. ff �•� SMARTER ENVIRONMENTAL SOLUTIONS License # (-1269 / #<-245 Geolgc � I 4-4-19 REVISION N
SO O 0
NO. GBP-001 FIGURE NO. 2

Attachment D
Site Photographs

Photograph 1: General view of the Site building from E. Franklin Street.
Photograph 2: General view of the Site building from E. Rosemary Street.
119 2923 S. Tryon Street, Suite 100 FRANKLIN-ROSEMARY PROPERTY
hart 1 hickman Charlotte, NC 28203 137 E. FRANKLIN ST & 136 E. ROSEMARY ST
704.586.0007(p) 704.586.0373(f) CHAPEL HILL, NORTH CAROLINA

0
0
m
a
c9
Photograph 3: Conditions within the 137 E. Franklin Street Site building.
Photograph 4: Vacant tenant space within the 137 E. Franklin Street Site building.
2923 S. Tryon Street, Suite 100 FRANKLIN-ROSEMARY PROPERTY
hart 1 hickman Charlotte, NC 28203 137 E. FRANKLIN ST & 136 E. ROSEMARY ST
704.586.0007(p) 704.586.0373(f) CHAPEL HILL, NORTH CAROLINA

Photograph 5: Vacant tenant space within the 136 E. Rosemary Street Site building.
Photograph 6: Vacant tenant space within the 136 E. Rosemary Street Site building.
2923 S. Tryon Street, Suite 100 FRANKLIN-ROSEMARY PROPERTY
hart 1 hickman Charlotte, NC 28203 137 E. FRANKLIN ST & 136 E. ROSEMARY ST
704.586.0007(p) 704.586.0373(f) CHAPEL HILL, NORTH CAROLINA