09025_PiedmontTriadResPark_LOI_20070620

k% KILPATRICK
STOCKTON LLP
Attorneys at Law 1001 West Fourth St.
ICOVED
Winston-Salem PVC 27101-2400 JON 2007
t 336 607 7300 f 336 607 7500 (.
vmw.KilpatrickStockton.com r �"
r L
Or
STEPHEN R.l3ERLIN
direct dial 336 607 7304
.Tune 20, 2007 SBerlinO$ilpatrickStockton.com
VIA FEDERAL EXPRESS
Mr. Bruce Nicholson, Program Manager
Brownfields Program
Division of Waste Management
NC Department of Environment and Natural Resources
401 Oberlin Road, Suite 150
Raleigh, North Carolina 27605
ADDENDUM TO BROWNFIELDS LETTER OF INTENT
FORMER CAMEL CITY MGP PROPERTY
415 EAST THIRD STREET, WINSTON-SALEM, FORSYTH COUNTY
Dear Mr. Nicholson:
Please accept this Addendum to the April 26, 2005 Brownfields Letter of Intent. This
Addendum is submitted on behalf of BRF-Al a, LLC ("BRF"), a manager -managed, North
Carolina limited liability company, to substitute its name for that of PTRP Holdings, LLC
("PTRPH") as the Prospective Developer ("PD") in order to obtain a Brownfields Agreement
pursuant to N.C.G.S.§ 130A, Article 9, Part 5 ("Brownfields Act") for the Camel City
Manufactured Gas Plant property located at 415 East Third Street, Winston-Salem, Forsyth
County, PIN 6835-37-9192 (the "Property"), and currently owned by BRF. Wake Forest
University Health Sciences ("WFUHS"), a North Carolina nonprofit corporation, is the
single member of BRF, and three officers of WFUHS are the managing managers of BRF.
PTRPH was earlier designated as the PD for the Property as well as for other
properties associated with the Piedmont Triad Research Park ("PTRP") Brownfields Project.
PTRPH is also a manager -managed North Carolina limited liability company. WFUHS is
the single member of PTRPH, and three officers of WFUHS are the managing managers of
PTRPH. In fact, the managing managers for PTRPH are the same as the managing managers
for BRF. BRF will now be replacing PTRPH as the PD for the Property.
The Property is currently included as part of the PTRP Brownfields Project. BRF
incorporates by reference the Brownfields Prog;ram's prior determination as stated in the
June 3, 2005 Letter Of Eligibility that the Property is qualified to participate in the State
US20W 9978756.1
ATLANTA AUGUSTA CHARLOTTE LONDON NEW YORK RALEIGH STOCKHOLM WASHINGTON WINSTON-SALEM

June 20, 2007
Page 2
Brownfields Program as part of the PTRP Brownfields Project. The Property is an integral
Part of the PTRP redevelopment initiative.
Enclosed as Exhibit A please find the location of the Property plotted on a 1:24,000
U.S.G.S. topographic quad map. Enclosed as Exhibit B is a survey plat of the Property.
Enclosed as Exhibit C is a metes and bounds Iegal description of the Property.
The Property consists of approximately 1.27 acres of land developed with a vacant
dry cleaning facility. It has been out of use for many years with no intent or prospect of
reopening. Enclosed as Exhibit D is a pre -development aerial photograph of the Property
obtained from the Forsyth County Geographic Information System that shows the vacant dry
cleaning facility. BRF intends to redevelop the abandoned site exclusively for commercial or
industrial purposes (which includes uses such as office space and as bio-technology research
facility), but needs to resolve the environmental hurdles prior to using the Property.
BRF incorporates by reference the environmental investigative reports for the
Property previously submitted to the Brownfields Program as evidence that recognized
environmental conditions' have been identified on the Property. The Property is not an NPL
site and there is no reason to believe it is an NPL-caliber site.
The full name, address, e-mail, and telephone number of the applicant is as follows:
BRF-A 1 a, LLC
200 East First Street, Suite 103
Winston-Salem, North Carolina 27101
Contact: Richard H. Dean, M.D., Manager
E-mail: [e-mail]
Telephone: [phone]
I will be the principal contact, and can be reached at the address, phone number,
facsimile number, and e-mail address listed on the letterhead above.
BRF and WFUHS have or can obtain the financial, managerial, and technical means
to fully implement a Brownfields Agreement and assure the safe use of the property. BRF
The presence or likely presence of any hazardous substances or petroleum products on a property under conditions
that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or
petroleum products into structures on the property or into the ground, ground water, or surface water of the property,
The term includes hazardous substances or petroleum products even under conditions in compliance with laws. The
term is not intended to include de minimis conditions that generally do not present a material risk of harm to public
heaith or the environment and that generally would not be the subject of an enforcement action if brought to the
attention of appropriate governmental agencies. Conditions determined to be de minimis are not recognized
environmental conditions. ASTM Standard E-1527-00 3.3.31
US20W 997875f, 3

June 20, 2007
Page 3
and WFUHS certify through the affidavit attached as Exhibit E, that neither they, nor any
subsidiary or affiliate is responsible for contamination of the Property and that they have
substantially complied with all requirements applicable to any remediation in which they
have been engaged, and all federal and state laws, regulations, and rules for the protection of
the environment.
In addition to the above, the affidavit attached as Exhibit F provides evidence that
WFUHS desired to purchase and develop the Property, and for the express purpose of
exercising that desire BRF was created.
Due to operational and contractual requirements, time is very important to the parties.
If there is any way for you to do so, we would appreciate your prompt consideration of this
submittal. If you have any questions or require any additional information, please contact me
at the above address. We look forward to working with you on this project, which we
believe will benefit all concerned.
Sincerely,
Stephen R. Berlin
Enclosures
cc: Ms. Anita Conrad
U52000 9979756.1

GS U.S. DEPARTMENT OFTHE iNTERIOR EXHIBIT A
i� U.S. GEOLOGICAL SURVEY
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STATE OF NORTH CAROLINA
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UNLESS OTHERVASE NOTED.
NOTE- AREA BY COORDINATE COMPUTATION -
HOT£; PROPERTY SUMCT TO ANY VALID & ENFORCEABLE
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BOUNDARY SURVEY OF
WINSTON SALEM GAS PLANT PROPERTY
WINSTON SALEM, N_C,
FORSYTH COUNTY
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EXHIBIT C
Legal Description
Being that certain tract or parcel of land lying in the City of Winston Salem, Forsyth County,
North Carolina, and being more particularly described as follows:
Beginning at an existing iron pipe in the southern right-of-way line of Fourth Street, said
beginning point being the northwest corner of the Wachovia Bank property described in Deed Book 1129,
Page 921, Forsyth County Registry (Tax Lot 303, Block 40), and thence from said beginning point with
the western boundary line of the said Wachovia Bank property, South 02 17' 54" East 85.48 feet to a
point, said point being the northwestern corner of the property of Reid and Norwood as recorded in Deed
Book 2093, Page 1356, Forsyth County Registry (Tax Lot 302, Block 40); thence with the western
boundary line of the Reid and Norwood property, the following three calls and distances: (i) South 02 29'
55" East 33.51 feet to a point, (ii) South 89 57' 08" East 0.43 feet to a point, and (iii) South 02 00' 31"
East 80.21 feet to an existing iron pipe in the northern right-of-way tine of Third Street; thence with the
northern right-of-way Iine of Third Street, South 83 05' 13" West 285.08 feet to an existing iron pipe,
said iron pipe being a southeast corner of the property of the City of Winston-Salem as recorded in Deed
Book 1276, Page 642, Forsyth County Registry (Tax Lot 101 A, Block 40), and said existing iron stake
being located North 58 56' 52" East, a grid distance of 4, 331.57 feet from NCGS Monument ABroad@
with grid coordinates of N-854,774.6815 and E-1,630152.9798 having an ELEV. of 910.16 NAVD 88
and CSF 0.9999416; thence with the eastern boundary line of The City of Winston-Salem property, North
00 22' 29" East 198.86 feet to an existing rebar in the southern right-of-way line of Fourth Street; thence
with the southern right-of-way Iine of Fourth Street, North 82 48' 40" East 275.75 feet to the point and
place of Beginning, and containing 1.274 acres (55,500.8 square feet) as shown on a survey dated March
4, 2005 for PTRP Holdings, LLC by David J. Sgroi, Professional Land Surveyor.
Being in all respects the same property conveyed to Grantor by that certain General Warranty
Deed dated May 17, 2002, from Carrel City Laundry Company, and recorded in Book 2253 at Page 2908
in the Forsyth County, North Carolina, Public Registry.

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EXHIBIT D
- # Forsyth County, NC
Map Scale
1 inch = 119 feet
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Disclaimer: Forsyth County
cannot guarantee the accuracy c
a this information, and the County
• hereby disclaims all warranties,
including warranties as to the
-� accuracy cf this information.
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http:llmaps2.co.forsyth.ne.uslgeodatalprintPreview.aspx?PrintOptData=Forsyth%2OCounty,%20NCIOIOjfaiseltruelfalselfalselfalseIlb337... b12712006

NORTH CAROLINA DEPARTMENT OF ENVIRONMENT
AND NATURAL RESOURCES
IN THE MATTER OF: WAKE FOREST UNIVERSITY HEALTH SCIENCES
UNDER THE AUTHORITY OF }
NORTH CAROLINA GENERAL }
STATUTES § 13OA-310.30, et. seq. }
AFFIDAVIT
RE: RESPONSIBILITY
AND COMPLIANCE
RICHARD H. DEAN, M.D., being duly sworn, hereby deposes and says:
1. I am President and Chief Executive Officer of Wake Forest University Health Sciences and a
Manager of BRF-A I a, LLC.
2. Wake Forest University Health Sciences and BRF-Ala, LLC are applying for a Brownfields
Agreement with the North Carolina Department of Environment and Natural Resources, pursuant
to N.C.G.S. §130A, Article 9, Part 5 (Brownfields Act), in relation to the following parcel in
Winston-Salem, Forsyth County, North Carolina: 415 East Third Street, PIN 6835-37-9192.
3. I hereby certify, under the pains and penalties of perjury and of the Brownfields Act, that Wake
Forest University Health Sciences and BRF-Ala, LLC, and any parent, subsidiary or other
affiliate meets the eligibility requirements of N.C.G.S. § 130A-310.3I(b)(10), in that they did not
cause or contribute to the contamination at the parcel(s) cited in the preceding paragraph.
4. 1 hereby certify, under the pains and penalties of perjury and of the Brownfields Act, that Wake
Forest University Health Sciences and BRF-Ala, LLC meet the eligibility requirement of
N.C.G.S.§ 130A-310,32(a)(1) in that they 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,
Affiant further saith not.
''WAKE FOREST UNIVERSITY HEALTH SCIENCES
and
BRF-Ala, LLC
Ri5W H. Dean, M.D.
esident and Chief Executive Officer, Wake Forest University Health Sciences
Manager, BRF-A 1 a, LLC
This the /9 -day of , 2007
this Sworn� a�ddsaubs fbeforetibed me 2007. +. -
z��.�fff�q��lri '7
!t Notarlic
My commission expires: �ejll 2 (SEAL NOTARY N
9754-148 x
ci
US7006 10631237.1 .9
E
EEl

NORTH CAROLINA DEPARTMENT OF ENVIRONMENT
AND NATURAL RESOURCES
IN THE MATTER OF: WAKE FOREST UNIVERSITY HEALTH SCIENCES
UNDER THE AUTHORITY OF } AFFIDAVIT
NORTH CAROLINA GENERAL } RE: DESIRE TO PURCHASE
STATUTES § 134A-310.30, et. seq. )
RICHARD H. DEAN, M.D., being duly sworn, hereby deposes and says:
1. 1 am President and Chief Executive Officer of Wake Forest University Health Sciences and a Manager of BRF-
Ala, LLC.
2. I am fully authorized to make the declarations contained herein and to legally bind Wake Forest University Health
Sciences and BRF-Ala, LLC.
3. On August 17, 2006, Wake Forest University Health Sciences and BRF-Ala, LLC applied for a Brownfields
Agreement with the North Carolina Department of Environment and Natural Resources, pursuant to N.C.G.S.
§ 130A, Article 9, Part 5 (Brownfields Act), in relation to the following parcel in Winston-Salem, Forsyth
County, North Carolina: 415 East Third Street, PIN 6835-37-9192. This parcel is part of the Piedmont Triad
Research Park and is integral to this research park located in downtown Winston-Salem.
4. Wake Forest University Health Sciences is a North Carolina charitable or religious corporation as defined in
N.C.G.S. §55A-140(4), and its sole member is Wake Forest University,
5. BRF-Ala, LLC is a North Carolina manager -managed limited liability company organized as a real estate holding
company.
6. Wake Forest University Health Sciences desired to purchase and develop the parcel cited in paragraph three (3)
above, and for the express purpose of exercising that desire BRF-Ala, LLC was created.
Affiant further saith not.
WAKE FOREST UNIVERSITY HEALTH SCIENCES
and
BRIT -Ala, LLC
: BY
rd H. Dean, M.D.
resident and Chief Executive Officer, Wake Forest University Health Sciences
Manager, BRF-Ala, LLC
This the /9 day of r.+.+_� 2007.
Sworn to and subscribed before me
this /9 4 day of June, 2007.
D it
Nota
My commission expires: n
A�'VONA I-o"t ���q
9754-I47
�r %I1
US2000 gM2".I ��� rYA
EXHiBIT
NOTARY N
PUBLIC
e�. OOVO