19053_Point_Five_Goldsboro_BPA

BF SITE INFO SHEET
Project Number: 19053-15-096
AKA: Click here to enter text.
Site Name: Point Five Goldsboro
BPA Received: 7/30/2015
Site Address: 501 & 503 North Berkeley Boulevard
Acres: 1.27 Tax 10/PIN: 3519433021 and 3519434089
City: Goldsboro
PD Name:
PD Company:
PD Address:
PD City/State/Zip:
PD Phone/Fax:
PD Email:
Contact Name:
Contact Address:
Contact Address:
City/State/Zip:
Contact Phone:
Contact Email:
Contamination:
Contaminated Media:
Additional Information:
County: Wayne Zip: 27534
Susan Poissant
Point Five Goldsboro
7075 Manlius Center Road
East Syracuse, NY 13057
315-671-1500 FAX: [phone]
[e-mail]
Contact Fax:
Click here to enter text.
Click here to enter text.
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SITE NAME: POINT FIVE GOLDSBORO
PROJECT NUMBER: 19053-15-096
THE FOLLOWING REPORTS ARE INCLUDED WITH THIS SITE:
REPORTS ON CD:
• INCLUDED ON THIS CD IS THE FOLLOWING:
o SITE CHECK REPORT, WAYNE OIL COMPANY, INC./HASTY
MART #23, GOLDSBORO, BY TERRAQUEST, DECEMBER 30, 2014-
118 PGS
o PHASE II ESA REPORT, 1.27 ACRE COMMERCIAL TRACT, 501 &
503 NORTH BERKELEY BOULEVARD, GOLDSBORO, BY MID
ATLANTIC, OCTOBER 8, 2014-113 PGS
o PHASE I ESA REPORT, 1.27 ACRE COMMERCIAL TRACT, 501 &
503 NORTH BERKELEY BOULEVARD, GOLDSBORO, BY MID
ATLANTIC, OCTOBER 8, 2014-383 PGS
o LIMITED SITE ASSESSMENT REPORT, HASTY MART, 501 N.
BERKELETBOULEVARD,GOLDSBORO,WAYNECOUNTY,BY
TERRAQUEST, JUNE 4, 2015-146 PGS
HARD COPY REPORTS:
Rev. July 30,2015 1 of 2
Liggins, Shirley
From: Liggins, Shirley
Sent:
To:
Thursday, July 30, 2015 1:53 PM
'[e-mail]'
Subject: Point Five Goldsboro application-Project# 19053-15-096
Ms. Poissant;
The North Carolina Department of Environment and Natural Resources (DENR) is in receipt
of the electronic Brownfields Property Application (BPA) submitted on behalf of Point Five
Goldsboro, LLC, as prospective developer, seeking entry into the North Carolina brownfields
program. However, I will need the original Affidavit signed and notarized.
Your application will be reviewed as soon as possible to determine if it is eligible. It will
then be placed in a queue and be assigned to a Project Manager when one becomes
available. Make sure to include the Project Number or Project Name, mentioned above, on all
future correspondence for identification purposes. Regarding the submittal of future reports,
the program request all reports to be submitted on CD that is not password protected. Thank
you for your interest in the Brownfields Program.
SHIRL£\' U661NS
Brownfields Program Assistant
NCDENR -Division of Waste Management
Brownfields Program
1646 Mail Service Center
Raleigh, NC 27699-1646
{919} 707-8383 -Direct Line & Fax
***********************************************************************************
Brownfields Website: http://portal.ncdenr.org/web/wm/bf
Land Use Restrictions Shell Forms: http://portal.ncdenr.org/web/wm/bf-lurus
Portal for Access to Electronic Records: https://edm.nc.gov/DENR-Portal/
Brownfields Map locator: http://portal.ncdenr.org/web/wm/bf/map
**********************************************************************************
Email correspondence to and from this address is subject to the North Carolina Public Records Law
and may be disclosed to third parties unless the content is exempt by statute or other regulation.
1
SEAN M. SULLIVAN
919.835.4173 telephone
919.829.8748 facsimile
[e-mail]
VIA USPS
Bruce Nicholson
Program Manager
Brownfields Program
TROUTMAN
SANDERS
July 24, 2015
North Carolina Department of Environment and Natural Resources
217 W. Jones Street
Raleigh, North Carolina 27603
Re: NCBP Eligibility Application of Point Five Goldsboro LLC
Dear Bruce:
TROUTMAN SANDERS LLP
Attorneys at Law
434 Fayetteville Street
Suite 1900,
Raleigh, North Carolina 27601
919.835.4100 telephone
troutmansanders.com
This firm represents Point Five Goldsboro LLC ("Point Five"), which is applying as a
buyer-prospective developer ("PD") to enter the North Carolina Brownfields Program ("NCBP"
or the "Proyram"). An electronic copy of Point Five's eligibility application is on the enclosed
flash drive.
Point Five intends to redevelop two parcels located at 501 and 503 North Berkeley
Boulevard in Goldsboro, North Carolina. The parcels are currently owned by Norfam, LLC
("Norfam"). In order to carry out the proposed redevelopment, Point Five is contemplating
entering into an agreement in which Norfam would receive a minority interest in Point Five in
exchange for contributing the real property to be redeveloped. As set out below, under the
NCBP statute and relevant case law, this minority interest will not make Norfam an affiliate of
Point Five for purposes of the Program, and this arrangement should not interfere with Point
Five's eligibility for it.
To be eligible for the NCBP, a PD must show that it and its "parent[s], subsidiar[ies], and
other affiliate[ s ]" have substantially complied with ( 1) the terms of any previous Brownfields
agreement to which it was a party, (2) any requirements of any remediation in which it has
previously engaged, and (3) "[:fJederal and state laws, regulations, and rules for the protection of
the environment." See N.C. Gen. Stat.§ 130A-310.32(a)(l). Moreover, in order to obtain
liability protection under the NCBP, a PD must not be a "parent[], subsidiar[y], or affiliate[] of
[a] potentially responsible part[y]" ("PRP"). Id § 130A-310.33(a).
1 Per Troutman Sanders's information technology policies, the flash drive is encrypted. When prompted for a
password, please enter: Cheryl1013.
.-------------------------------------------------
·TROUTMAN
SANDERS
Bruce Nicholson
July 24, 2015
Page2
I understand that NCBP interprets these provisions to prohibit a landlord from gaining
admission to the Program if its tenant causes contamination of the Brownfields property. While I
believe there are strong arguments as to why that interpretation is incorrect, it is unnecessary to
resolve that issue for purposes of Point Five's current application because Norfam's ownership
of a minority interest in the PD is insufficient to make Point Five an "affiliate" ofNorfam.
Under the NCBP statute, "[a]ffiliate has the same meaning as in 17 Code of Federal Regulations
§ 240.12b-2." !d. § 130A-310.31(b)(l). Under that section, "affiliate" means "a person that
directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is
under common control with, the person specified." 17 C.P.R. § 240.12b-2 (emphasis added).
The operative term "control" means "possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise." !d.
In determining whether control exists for the purpose of Section 240.12b-2, courts
evaluate the totality of the circumstances. See SEC v. Platforms Wireless Int '1 Corp., 617 F .3d
1072, 1087 (9th Cir. 2010) (whether control under 17 C.P.R.§ 230.405, an identical provision to
§ 240.12b-2, exists is "a question of fact which depends upon the totality of the circumstances
including an appraisal of the influence upon management and policies of a corporation by the
person involved" (citation omitted)). Two key facts are particularly important here and establish
that Norfam lacks the requisite control over the PD to be considered an affiliate?
First, Norfam will be a minority owner of the PD. It will own 33% of the shares. Federal
courts routinely hold that minority stock ownership, standing alone, is insufficient to establish
control. See, e.g., Theoharous v. Fong, 256 F.3d 1219, 1227-28 (11th Cir. 2001) (holding that a
minority interest of 39% was not enough to have "the power to control the general business
affairs" ofthe company); In re Nat'/ Century Fin. Enters., Inc. Fin. Inv. Litig., 553 F. Supp. 2d
902,912-13 (S.D. Ohio 2008) (holding that a minority interest of20.76% was not enough,
without more, to establish control).
Moreover, even when the minority shareholder has a role in founding the company,
minority stock ownership is not enough to establish control. See, e.g., In re Flag Telecom
Holdings, Ltd., 308 F. Supp. 2d 249,273 (S.D.N.Y. 2004) (holding that a role in founding
company and ownership of almost 30% of stock insufficient to establish control); Sloane v.
Overseas Fund, Ltd., v. Sapiens Int'l Corp., 941 F. Supp. 1369, 1379 (S.D.N.Y. 1996) (holding
that control was not established when the corporate defendant (1) was a founder of the
2 While an affiliate may also be an entity that "is controlled by" or "under common control with" the person
specified, neither of those is applicable in this case. Norfam is not "controlled by" the PD because the PD has no
power to direct the management or policies ofNorfam. The PD does not own voting shares ofNorfam, and it does
not have a contractual ability to direct Norfam's management or policies or otherwise have power over Norfam. See
17 C.F.R. § 240.12b-2. Likewise, no common person or entity has the power to direct the management or policies
of both the PD and Norfam through ownership of voting shares, contract, or otherwise. See id.
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. ·TROUTMAN
SANDERS
Bruce Nicholson
July 24, 2015
Page 3
wrongdoing company, (2) was a creditor of the wrongdoing company at the time of its
foundation, (3) owned 8% of its shares, and (4) had a vice president on its board of directors).
Second, no other facts exist to suggest that Norfam will have control over the PD.
Federal courts have found that a minority shareholder has control only when other factors
suggesting influence exist. These factors include having an executive role in the corporation or
active participation in the daily management of the corporation. See In re Adelphia Communs.
Corp. Sec. & Derivative Litig., 398 F. Supp. 2d 244,262-63 (S.D.N.Y. 2005); In re Baan Co.
Sec. Litig., 103 F. Supp. 2d 1, 24 (D.D.C. 2000). None of those factors are present here.
Norfam's members include: Mr. John C. Norwood, Mrs. Anne M. Mitchell and Mrs.
Sarah N. Moorman. Norfam's manager is Mr. Charles S. Norwood, Jr. Neither Norfam itself
nor any of the individuals associated with Norfam will have an executive role in the PD or any
active participation in the daily management of the PD. Instead, the PD, a member-managed
limited liability company organized under Delaware law, will be managed by a limited liability
company known as Point Five Development Goldsboro LLC. The members of Point Five
Development Goldsboro LLC are: Mr. Seamus Lyman, Mr. Guy Hart, Mr. Guy Hart, Jr., David
Meath and Ryan Buckley. Norfam and Point Five Development Goldsboro LLC are in the
process of finalizing an operating agreement for the PD. PD will provide a redacted copy of the
operating agreement as soon as it becomes available, in order to allow NCBP to satisfy itself that
Norfam will not have the ability to control the operation of the PD.
Thus, in light of the totality of the circumstances, Norfam will not have control over the
PD and will thus not be an affiliate. Norfam's only interest in the PD will be as a minority
shareholder, akin to a silent partner. It will lack any other factor suggesting control over the PD.
As a result, Norfam's ownership should not prevent the PD from participation in the NCBP.
If you would like to discuss this matter or if I can provide you any additional information,
I can be reached at [phone].
71/l;xt!L--
Sean M. Sullivan
cc: Susan Poissant, Point Five Goldsboro LLC
Jeff Tyburski, McAdams Company
Paul Sylvestri, Esq., Harter Secrest & Emery LLP
25243597v2
Brownfields Property Application North Carolina
Brownfields Program www.nebrownfields.org
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
Principal Officer
Representative
Mailing Address
E-mail address
Phone No.
Fax No.
Web site
Point Five Goldsboro LLC (See
Attachment A for the Certificate of
Authority)
Guy Hart, Jr.
Susan Poissant
7075 Manlius Center Road
East Syracuse, NY 13057
[e-mail]
315-671-1500
315-671-1501
None
B. PD contact gerson information O.e .. individual who will serve as the NCBP's point of
contact ifdifforent than above):
Name
Company
Mailing Address
E-Mail Address
Phone No.
Fax No.
C. Information regarding all parent companies. subsidiaries or other affiliates of PD (attach
separate sheet(s) ifnecessary):
(Use for LLCs)
Member-managed or manager-managed? Answer: Member-Managed
If manager-managed, provide name of manager and percent of ownership:
Name
Ownership (%)
Mailing Address
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4
E-Mail Address
Phone No.
Fax No.
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 (%)
Point Five Goldsboro LLC
67% interest ovmed by Point Five Development Goldsboro LLC
33% interest owned by NORFAM, LLC
See response to I.A, above.
Point Five Development Goldsboro LLC
20% Seamus P. Lyman
20% Guy W. Hart
20% Guy W. Ha11, Jr.
20% David F. Meath
20% Ryan Buckley
Mailing Address 7075 Manlius Center Road; East Syracuse, NY 13057
E-Mail Address [e-mail]
PhoneNo. [phone]
Fax No. [phone]
Name NORF AM. LLC
Ownership(%) 33.3% John C. Norwood
33.3% Anne M. Mitchell
33.3% Sarah N. Moorman
Mailing Address 2711 Cashwell Drive, Goldsboro, NC 27534-4213
E-Mail Address cnon:[e-mail]
Phone No. [phone]
Fax No. [phone]
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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.
Member Manager: Point Five Development Goldsboro LLC.
List all parent companies, subsidiaries and other affiliates:
(Use for Partnerships)
Check one: 0 General Partnership 0 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 l.A., please indicate "same as l.A. "below.)
Name
Mailing Address
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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 l.A., -please indicate "same as l.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 Point Five Goldsboro LLC (the "PD .. ) will obtain the financial means
necessary to safely redevelop the project. To date, it has raised more than $1.8 million dollars
in equity from members. In addition, the PD will borrow approximately $44.2 million
through a conventional loan from a regional bank to finance the project.
Point Five Goldsboro LLC has developed budgetary construction estimates to address the
presence of contaimination at the Property. The budgets include costs for developing and
implementing an Environmental Management Plan to manage and minimize the amount of
contaminated material generated during construction activities. The estimates also include
resources for designing and installing a vapor intmsion mitigation system. The proposed
building and infrastructure has also been configured to minimize construction activities that
intersect the contaminated water table to further mitig~e environmental risks and reduce
associated financial impacts to the project.
The PD has utilized these budgetary estimates in financial models to test the viability of the
project. The models consistently show that the site can be safely redeveloped through the
North Carolina Brovmfields Program.
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 Point Five Goldsboro LLC bas the management strength to safely redevelop
the site. The members ofPD's manager, Messrs. Seamus Lyman, Guy Hart, Guy Hart, Jr.,
David Meath and Ryan Buckley have been in the real estate, development, leasing and
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construction business for over 40 years. They cun·ently manage over 15 ongoing development
projects.
PD has also retained a team of professionals to guide the Project through NCBP and to assist
in implementing the requirements of the Brownfields Ab'Teement. In addition to the
McAdams Engineering tirm described in response to Question I.F below, the law firms of
· Hartner Secrest & Emery, LLP and Troutman Sanders LLP will assist PO throughout the
brovvntields process.
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 Point Five Goldsboro LLC will contract with McAdams Company to _
implement the brownfields agreement. Mr. Jeff Tyburski, who will serve as McAdams
Project Manager, bas over :!8 years of experience in the environmental consulting field. He
has worked with the NCBP on serveral other brownfi.elds projects and has developed strong
working relationships with NCBP management and statl: Mr. Tyburski is the Director of
Environmental Services at McAdams and will utilize his staU as needed to provide teclmical
support to implement the browntields agreement.
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 P D has been a party to.)
N/A
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.)
If no, provide the name, address, telephone number and e-mail address of the contact person
for the current property owner
NORFAM, LLC
2711 Cashwell Drive
Goldsboro, NC 27534-4213
Contact Person:
Telephone:
Email:
26330319vl
Charles Norwood
(919) 778·3300
[e-mail]
8
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. July 29, 2014
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.
N/A
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-310.3l(b)(ll) that have
been used, stored on, or otherwise present at the property while those activities were
conducted, and explain how they were used)
N/A
II. SITE INFORMATION
A. Information regarding the proposed brownfields property:
Proposed project name Point Five Goldsboro
acreage 1.27 {0.61 acre Parcel A and 0.66 acre Parcel B)
street address( es) 501 & 503 North Berkeley Boulevard
city Goldsboro county Wayne zip 27534
tax ID(s) or PIN(s) 3519433021 & 3519434089
past use(s) 501 N. Berkeley Blvd-Gasoline station, c.onvenience store
503 N. Berkeley Blvd-Auto sales, restaurant
current use(s) 501 N. Berkeley Blvd-Gasoline station. convenience store
503 N. Berkeley Blvd-Vacant
cause(s)/source(s) of contamination:
Known:
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Groundwater at the Prope11y (both parcels) has been impacted by an off-site
release of dry-cleaning solvent (perchloroethylene -PCE) from the fonner
Pennv One-Hour Cleaners store located at 433 N. Berkeley Boulevard. This
relea.Se is currently being remediated under the North Caro.Iina Dry-Cleaning
Solvent Cleanup Act (DSC A) Program and is identified as site number
960002. The Property has also been impacted by an on-site release of gasoline
and diesel fuel/pe-troleum trom the historic operation of the Hasty Mart #23
(Exxon) gasoline station located on the 501 N. Berkeley Blvd parcel. The
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responsible party for this incident (Number 38538) is Wayne Oil Company,
Inc. (''Wayne Oil"). Wayne Oil recently obtained No Further Action status for
this release from the North Carolina Department of Enviromnent and Natural
Resources (NCDENR), Division of Waste Management, Underground Storage
Tank Section (NCDWM-UST) and recorded a Notice of Residual Petroleum
("NRP'') regarding residual soil and groundwater c-Ontamination associated
with the incident. At this time, there is no evidence that the ctuTent UST
system is leaking. The existing gasoline station \\ill be demolished and the
UST system(s) will be removed during planned site redevelopment activities.
Suspected: N/ A
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: NCD\VM-UST, Incident No. 38538
Agency Name/ID No:
Agency Name/ID No:
Agency Name/ID No:
Agency Name/ID No:
C. In what way(s) is the property abandoned. idled, or underused?
While t11e 501 N. Berkeley parcel is currently in use as a gasoline station and convenience
store, the 503 N. Berkeley parcel is not in use. The 503 N. Berkeley parcel contains a trailer
that was used as an auto sales office but tl1e trai1er is ctirrently vacant. Considering the
location of these parcels in a busy commercial corridor, which includes Berkeley Mall, neither
parcel is currently being utilized for its best and highest use as commercial space.
D. In what way(s) is the actual or possible contamination at the property a hindrance to
development or redevelopment of the property (attach anv supporting documentation such as
letters (rom lending institutions>?
The presence of a shallow water table (within four to six feet of the current land surface),
which is impacted by dry-cleaning solvent and residual gasoline/diesel constituents in soil and
groundwater creates a number of design and construction challenges for site redevelopment.
These issues hinder redevelopment several ways. First, PD's prospective lenders have
indicated their preference that the Property be enrolled in NCBP in order to have contidenc.e
that the Property will be safe for its intended reuse \'v·hen the redevelopment is complete. In
addition, the liability protections from a browntields agreement will significantly enhance the
Property's marketability and improve its value as collateral to finance the redevelopment.
Finally, without tl1e relative certainty of a Brownfields Agreement, it is ditlicult to prepare an
overall redevelopment budget that can be ac-cepted by lenders and other project participants.
For all of these reasons, the contamination at the Property prevents it from being put to the
better and higher uses seen on neighboring properties.
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E. In what way(s) is the redevelopment of the property difficult or impossible without a
brownfields agreement (attach anv sumorting documentation such as letters form lending
institutions)?
The brownt1elds process will provide a mechanism tor DENR to review and approve the steps
PO will take to ensure the Property is sate for its intended reuse. The value of DENR's·
approval of these steps to the lending institutions that will finance the project is significant.
Similarly, a brownfields agreement will provide prospective tenants confidence that the
releases atfecting the Property wiiJ not interfere with the operation of their businesses.
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.
PO plans to demolish all existing buildings and redevelop the site to include a one-story
building tor commercial restaurant and retail space. This will include eight tenant spaces
totaling 18,496 square feet. A site plan showing the proposed redevelopment is provided on
the enclosed flash drive as Attachment B.
Current tax value of brownfields property:
50 l N. Berkeley -$729,620.00 according to Wayne County GIS
503 N. Berkeley-$461,980.00 according to Wayne County GIS
G. Estimated capital investment in redevelopment project: $46,000,000
H. 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-ofllfe 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 lifo for neighboring communities that the
project will bring about. The inclusion of such support letters with this awlication is
recommended and encouraged)
Redevelopment of the property for commercial retail and restaurant use will enhance the
commercial corridor in which these parcels are located, including the Berkeley Mall that is
located just north of the Property. The architecture of the development wilJ provide a
significant improvement to the overall appearance of this commercial corridor. This will help
spur additional redevelopment in this area.
Enclosed with this application as Attachment C is a letter from Scott Stevens, the City
Manager for the City of Goldsboro. The letter explains the benefits of the project to
surrounding area and expresses the. city's support for it.
Special Note: Please describe all environment-friendly technologies and designs PO 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 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.
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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 l.A. above, please indicate.)
Name
Mailing Address
E-Mail Address
Phone No.
Fax No.
Same as l.A.
Ill. 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.) .!§.
the reguired affidavit. as described above. included with this application?
Answer: A copy of the affidavit is provide-d on the enclosed flash drive. PD expects to
provide NCBP with the original affidavit on Monday. July 27. 2015.
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. See enclosed flash drive.
C. Location Map: PD must provide a copy of the relevant portion of the l :24,000 scale
U.S.G.S. topographic guadrangle map that shows the property clearly plotted, and that
measures at least an 8 Y2 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 reguired location map included with this application?
Answer Yes. See enclosed flash drive (Attachment D).
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
existin~ survey plats from a previous property conveyance will suffice. (Before the
brownjields 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 surveyplat guidance.)
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Is the required preliminary survey plat included with this application?
Yes. Sec e-nclosed flash drive (Attachment E).
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 eleetronic 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 to.
Are photographs of the property included with this application?
Answer Yes. as part of the Phase I ESA prepared by Mid-Atlantic Associates.
Have electronic copies of the photographs been emailed to NCBP?
Answer No. PD will provide NCBP with original electronic * .jpg tiles for the enclosed
by close ofbusiness on July 31, 2015.
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. See Environmental Reports folder on enclosed flash drive.
If environmental reports/data are being submitted with this application. please provide the
tide. date and author of each item being submitted:
October 8, 2014 Phase I Environmental Site Assessment Report by Mid-Atlantic Associates,
Inc.
October 8, 2014 Phase Il Environmental Site Assessment Report by Mid-Atlantic Associates,
Inc.
Dec-ember 30, 2014 Site Check Repoli, Hasty Mart # 23 by TerraQuest Environmental
Consultants.
June 4. 2015 Limited Site Assessment Report, Hasty Mart #23 by TerraQuest Environmental
Consultants.
** Reports prepared by the DSCA program regarding the fom1er Penny One Hour Koretizing
Cleaners (DSCA Site ID No. 96~0002} are available from CARA Portal.
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.
13
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Preliminary Proposed Brownfields Agreement
I. Property Facts
a. Property Address(es): 501 and 503 N. Berkeley Blvd, Goldsboro. NC 27534
b. Property Seller: NORFAM. LLC
c. Property Buyer: Point Five Goldsboro LLC
d. Brief Property Usage History: Gasoline station, convenience store, restaurant, auto sales
e. The planned reuse will potentially involve the following use classification(s) (check all
that apply):
0 School/childcare/senior care
0 Residential
1&1 Commercial, retail (specify) Restaurants, retail
0 Other commercial (specify)
0 Office
0 Light industrial
0 Heavyindustrial
0 Recreational
0 Openspace
0 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).
1Z1 Contaminants are from an off-property source( s)
D Contaminants are from an unknown source(s) D Contaminants have not yet been documented on the property
15
26330319v1
,
'
b. Contaminated Media Table. (If known, check appropriate boxes below)
Contaminant
Types
Soil Groundwater
and/or Surface
Water
Private Wells Vapor Intrusion
Chlorinated
Solvents
(list):
Other (list):
Metals
(list):
Other (list):
III. Protective Measures
X
X X
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):
D Contaminant remediation to risk-based levels. 1Zl Engineered Controls (e.g., low permeability caps, vapor mitigation systems, etc.) 1Zl 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
final brownjields agreement generated by the NCBP, land use restrictions will ultimately
come with the continuing obligation to submit an annual certification that the Land
16
26330319vl
Use Restrictions are being complied with and are 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 Depanmcnt of Environment and Natural Resources and the Department of
Justice. In satisfaction of the Act, the following fees apply to any brownfields agreement that is
developed for this project, subject to negotiation of the brownfields agreement:
a. A $2,000 initial fee wil1 be due from the applicant PD when both of the following occur:
1) NCBP receives this application and proposed brownfields agreement, AND
2) NCBP notifies the applicant in wriling 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 shal1 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 PO will
nego · dditional fees.
f8l Please check this box and initial in space provided to indicate your
acknow edgement of the above fee structure.
DateofSubmittal: ~ .!?t[ .;tx[
26330319v1
4343444_2
19
-------------------------------------------------
NORTH CAROLINA
Department of the Secretary of State
CERTIFICATE OF AUTHORITY
I, Elaine F. Marshall, Secretary of State of the State ofNorth Carolina, do hereby certify
that
POINT FIVE GOLDSBORO LLC
having filed on this date an application conforming to the requirements of the General
Statutes ofNorth Carolina, a copy of which is hereto attached, is hereby granted
authority to transact business in the State ofNorth Carolina.
Scan to verifY online.
Document Id: C201516100730
VerifY this certificate online at www.secretary.state.nc.us/verification
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 11th day of June, 2015.
Secretary of State
f})efaware PAGE 1
fJfie !first State
I, JEFFREY 'fl. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF FORMATION OF "POINT FIVE GOLDSBORO
LLC", FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2015,
AT 1:12 O'CLOCK P.M.
5743798 8100
150639510 DATE: 05-08-15
rou may veri~y thi• certi~ioate online at co.zp. delaware. gov/authver. •htllll
State or Delawaza Secret:arv or State Division of Corporations
Delivazed 01:16 at 05/08/2015
I'IIZD 01:12 l'H 05/08/2015
SRV 150639510 -5743798 FILE
CERTIFICATE OF FORMATION
OF
POINT FIVE GOLDSBORO LLC
FIRST: The name of the limited liability company is Point Five
Goldsboro LLC.
SECOND: The address of its registered office in the State of Delaware
is 2140 S. Dupont Highway, Camden, Delaware 19934, Kent County. The
name of its registered agent at such address is Paracorp Incorporated.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
ofFonnation this tf1~day Qf.May, 2015. · . . •. . . .
By:
. _.....--· ..... -··-)
-M;-20"-
Patrick J. Quigley, Esq.
Authorized Person
BANK on NORTH CAROliNA·
7/23/2015
Susan Poissant
Director of Development
Hart Lyman Companies
7075 Manlius Center Rd
East Syracuse, new York 13057
Dear Susan:
Pursu'!lnt to our conversation about the environmental issues discovered on the site for your
. . proposed retail project in .Goldsboro, North Carolina, the Bank of North Carolina will feel more
comfortable committing to the funds necessary for completion of the project if your group
would apply for and obtain acceptance into the Brownfield Program.
The Brownfield Program provides the developer and the lender liability protection. In addition,
we have found that property with environmental issues are easlerto sell if they have the
Brownfield acceptance not only because of the liability protection but also the tax benefits.
If you should have any questions or wish to discuss further, please do not hesitate to call me at
704-929-1749 (cell) or 704-652-7834 (office).
Senior Vice President and City Executive
Bank of North Carolina
125 COMMII\CI PAJU< DIUVI • stJITI101 • MOORBSVILLI, NC 28117 • (704) 6624889 • PAX (704) 661·6940 · -·· --· -· --· ·---·· -·-·· -· -~-· ·--·--··--···-· ·-··· ·--···-··· ···-·--· ·----··-······---··--·-···---····----·-------··"''-·-·-------···-··-·-··-·--·
.NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND
NATURAL RESOURCES
NORTH CAROLINA BROWNFIELDS PROGRAM
RJIIW!f J I 1f JJ! I 1111 If ] FWl!ll~]]~!ll·U~!f IHIIT ! I EIJU 'fMII!It! ill 1~
IN THE MATTER OF: Point Five Goldsboro LLC
AFFIDAVIT UNDER THE AUTHORITY OF
NORTH CAROLINA GENERAL
STATUTES 0 130A-31030, et. seq.
)
)
)
RE: RESPONSIBILITY
AND COMPLIANCE.
Guy llart. Jr. being duly sworn, hereby deposes and says:
l. I am Guy Hart. k. a Member of Point Five Development Goldsboro LLC, which is a Member
and the Manager of Point Five Goldsboro, LLC.
2. "I am fully authorized to make the declarations contained herein and to legally bind Point Five
Gpldsboro LLC.
3. Point Five Goldsboro LLC is applying for a Brownfields Agreement with the North Carolina
Department of Environment and Natural Resources, pursuant to N.C.G.S. 0 130A, Article 9,
Part 5 (Brownfields Act), in relation to the following parcel(s) in Goldsboro. Wayne County,
North Carolina: 501 and 503 N, Berkeley Blvd
4. I hereby certify, under the pains and penalties of pet:iury and of the Brownfields Act, that
Point Five Goh)sboro LLC, and any parent, subsidiary or other affiliate meets the eligibility
requirementc; of N.C.G.S. 0 130A310;31(b)(10), in that it has a bona fide, demonstrable
desire to rx1 buyQseli for the purpose of developing or redeveloping, and did not
cause or contribUte to the contamination a~ 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
Point Five Goldsboro LLC meets the eligibility requirement ofN.C.G.S.0130A-310.32(a)(l)
in that it and any parent, subsidiary or other affiliate have substantially complied with:
2633031!M
4343444_2
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. fed an ws, regulations and rules for the protection of the environment.
A h sa· not
Date July 24,2015
before me this
16 KRISTIN M. RYDER
NOTARY PUBUC-STATE OF NEW YORK
r·k rnco6101686
Qu~iW\<d ;,. Onondaga Courlty
MV COO\Ol.ISSiOfl E~plr&! N<rVIJi11!'ml ll', 21#_ CfA!Jn~ r;~ f'
July 21, 2015
Mr. Bruce Nicholson, Program Manager
NCDENR Brownfields Program
Mail Service Center 1646
Raleigh, North Carolina 27699-1646
RE: Letter of Support
GOLDSB ORC
BE MORE DO MORE SEYMOUR
North Carolina
200 North Center Street. 27530
p 919 580.4362
Point Five Goldsboro, Brownfields Property Application
501 and 503 N. Berkeley Boulevard, Goldsboro, NC 27534
Dear Mr. Nicholson:
Point Five Goldsboro has approached the City of Goldsboro asking for the City's support of their
application for acceptance of their project site along N. Berkeley Boulevard into the North
Carolina Brownfields Program (NCBP). The intent is to develop this underutilized site into a
higher end commercial area.
The proposed redevelopment of this project site will greatly enhance the appearance of this
commercial area by bringing well established chain retail and restaurants within buildings
meeting the most current building code . Moreover, prior to redevelopment, the existing gasoline
station and underground storage will be removed. We also understand that, under the
Brownfields Program, the risk associated with contamination from these tanks, as well as the
known contamination related to an off-site dry cleaning operations, will be addressed.
The City recognizes that if the site is accepted into the program, there is a cost to the City as a
result of the reduced property taxes during the first five years. However, on the positive side,
the City also recognizes that the upgraded appearance of this commercial area will attract
residents and businesses and the overall higher tax revenues that will ensue from the proposed
redevelopment over the long term, will offer a considerable benefit to the City. Therefore, the
City of Goldsboro supports this Brownfields application and we look forward to the proposed
redevelopment of this commercial area.
Please let us know if you need any additional information from the City in order to process Point
Five Goldsboro's application.
Respectfully,
City Manager
City of Goldsboro, North Carolina
6 N
REFERENCES:
1. NORTHEAST AND SOUTHEAST GOLDSBORO, NC DIGITAL RASTER GRAPHICS, USGS.
SCANNED FROM 1 :24,000-SCALE TOPOGRAPHIC MAPS OF THE SAME NAMES,
PUBLISHED 1998, USGS.
2. INSET MAP DIGITAL DATA FROM 2002 NATIONAL TRANSPORTATION ATLAS,
BUREAU OF TRANSPORTATION STATISTICS, WASHINGTON, D.C.
3. PROPERTY BOUNDARY DATA FROM WAYNE COUNTY GIS.
..
SCALE: 1:12,000
---===:::::::~----• Feet 0 500 1,000 2,000
DRAWN 1t17 DATE:
BY: FVf7 SEPTEMBER 2014
Mid Atlantic
TOPOGRAPHIC SITE MAP DRAFT JOB NO:
1.27 ACRE COMMERCIAL TRACT CHECK: OOOR2601 .00
Engineering & Envtronmental Solutions
501 & 503 NORTH BERKELEY BOULEVARD ~EN~G=-'.;..;....;;...---+-:G'""IS~N"='"o-'-: '---'-'-__,;._;_-I
GOLDSBORO, NORTH CAROLINA CHECK: 02G-R2601 .00-1
APPROVAL: DWG NO: 1