North College Apts BPA-OCR

Mary Katherine Stukes
Telephone: [phone]
Direct Fax: [phone]
[e-mail]
d?
Parker Poe
September 16, 2014
VIA ELECTRONIC MAIL and FIRST CLASS MAIL
Mr. Bruce Nicholson
North Carolina Brownfields Program
North Carolina Department
of Environment and Natural Resources
Division of Waste Management
1646 Mail Service Center
Raleigh, North Carolina 27699-1646
Re: TPKG Venture, LLC --Brownfields Application
Property Located at 300 N. College St., Charlotte, NC
Dear Bruce:
Charleston, SC
Charlotte, NC
Columbia, SC
Raleigh, NC
Spartanburg, SC
I enclose an application to the Brownfields Program on behalf of TPKG Venture, LLC (TPKG).
TPKG intends to purchase a property now owned by Ceres Properties, LLC located at 300 N. College St.
in uptown Charlotte, and we look forward to working with your program to redevelop this site successfully.
In addition to the Brownfields Property Application, I also enclose a Preliminary Proposed
Brownfields Agreement, Affidavit re: Responsibility and Compliance, location map, photographs, and
preliminary survey and legal description, as well as a disc containing several environmental reports
relating to the property. Please note that we are also submitting today a separate confidential addendum
to the Brownfields Property Application, which contains business confidential information pursuant to the
North Carolina Public Records Act, N.C. Gen. Stat. § 132-1 et seq. As described in more detail in the
confidential addendum, we respectfully request that the addendum be kept in a confidential file and not
disclosed as a public record in connection with this brownfields project.
As described in more detail in the application, prior testing has confirmed the presence of certain
environmental conditions at the property. In light of these conditions, the protection and benefits of a
Brownfields Agreement are essential to realize the redevelopment of the property.
Thanks as always for your help and input in this process. Please let me know if you have any
questions or need anything further from TPKG or me along these lines.
cc: Scott Leventhal (w/ enclosures)
Nick Mullins (w/ enclosures)
Enclosures
Best regards,
~t±:t-
PPAB 2565042v1
Parker Poe Adams & Bernstein LLP Attorneys and Counselors at Law Three We lls Fargo Center 401 South Tryon Street Suite 3000 Charlotte, NC 28202
t 704.372. 9000 f 704.334.4 706 www.parkerpoe.com

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Brownfields Property Application
North Carolina Brownfields Program
www.ncbrownfields.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 TPKG Venture, LLC
Principal Officer Scott L. Leventhal, President and Chief Executive Officer
Representative Nicholas Mullins, Development Analyst
Mailing Address One Midtown Plaza, Suite 750
1360 Peachtree Street NE, Atlanta, GA 30309
E-mail address [e-mail]
Phone No. [phone]
Fax No. [phone]
Web site trillist.com

B. PD contact person information (i.e., individual who will serve as the NCBP’s point of
contact if different than above):

Name Steven D. Weber
Company Parker Poe Adams & Bernstein LLP
Mailing Address 401 S. Tryon St., Ste.3000
Charlotte, NC 28202
E-Mail Address [e-mail]
Phone No. [phone]
Fax No. [phone]

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: The PD has provided a response to
this section in a separate confidential transmission submitted along with this brownfields
application. As explained in further detail in that transmission, the PD requests that this
information be handled as business confidential information pursuant to the North Carolina
Public Records Act and accordingly kept in a confidential file and not disclosed as a public
record in connection with this brownfields project.

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If manager-managed, provide name of manager and percent of ownership:

Name
Ownership (%)
Mailing Address

E-Mail Address
Phone No.
Fax No.

For all LLCs, list all members of the LLC and provide their percent of ownership:

Name
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.

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Fax No.

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.

List all parent companies, subsidiaries and other affiliates:

(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:

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(Use for corporations other than LLCs)
(If information is the same as shown in 1.A., please indicate “same as 1.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 The PD's parent company is an established real estate developer with
substantial assets and experience acquiring and developing challenged and underutilized
properties. In 2007, an affiliate of the PD completed Tivoli Tenside, a mid-rise multi-family
property with ground floor retail in Atlanta, Georgia. That project obtained the Georgia
Department of Natural Resources' limitation of liability based on that agency's concurrence

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with the Compliance Status Report submitted by the PD's affiliate pursuant to Georgia's
brownfields statute, the Hazardous Site Reuse and Redevelopment Act.
The PD is applying for the Brownfields Agreement as part of its due diligence for the
purchase of this property. The PD expects that the application for (and eventual execution
of) a Brownfields Agreement may be a requirement of its eventual lender. 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 The PD has retained professionals, including Parker Poe Adams & Bernstein
LLP, who are experienced in brownfields redevelopment and the implementation of
brownfields requirements in particular. These professionals (i) have significant experience
with the Brownfields Program and the redevelopment of challenged properties, and (ii) are
aware of the work and restrictions that are typically included in brownfields agreements to
assure the safe use of property. The combination of these resources will ensure successful
implementation of a brownfields agreement and safe use of the property.

F. Does PD have or can it obtain the technical means to fully implement a brownfields
agreement and assure the safe use of the property?

Answer Yes.
Explanation Please see 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 retained S&ME, Inc. to manage the technical aspects of both this
application and the implementation of an eventual brownfields agreement (including technical
"work to be performed"). S&ME has worked on numerous brownfields projects in the state
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?

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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.)

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

Randall Bozard
Ceres Properties, LLC
8508-131 Park Road
Charlotte, NC 28210
[e-mail]
704-779-2397

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. The PD has provided a response to this item in a separate
confidential transmission submitted along with this brownfields application. As explained in further detail
in that transmission, the PD requests that this information be handled as business confidential information
pursuant to the North Carolina Public Records Act and accordingly kept in a confidential file and not
disclosed as a public record in connection with this brownfields project.

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.

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

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operated at the property (e.g., industrial, manufacturing or commercial activities, etc.).
(Include a list of all regulated substances as defined at NCGS § 130A-310.31(b)(11) that have
been used, stored on, or otherwise present at the property while those activities were
conducted, and explain how they were used.)

The PD has not yet acquired or commenced operations on the property, except for due
diligence activities and investigations, including environmental investigations.

II. SITE INFORMATION
A. Information regarding the proposed brownfields property:

Proposed project name 300 North College Apartments

acreage 0.931 acres street address(es) 300 and 314 North College Street

city Charlotte County Mecklenburg zip 28202

tax ID(s) or PIN(s) 08002402

past use(s) residential dwellings, restaurant, service transfer station, railroad spur,
wholesale glass and paint warehouse, bearing and parts company, home appliance
company, janitorial supply service company, hardware store, automotive repair and
maintenance facility, printing company

current use(s) restaurant, nightclub

cause(s)/source(s) of contamination:

known Various metals detected in groundwater exceeding 2L Groundwater Standard

suspected VOCs (chlorinated solvents, petroleum and freons) were identified in soil
vapor samples but not at concentrations exceeding standards. However, limited assessment
has been conducted to date, and previous site use and adjacent property use (with
documented impacts) have the potential to have caused impacts to the 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: None Located

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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?

The PD has provided a response to this item in a separate confidential transmission
submitted along with this brownfields application. As explained in further detail in that
transmission, the PD requests that this information be handled as business confidential
information pursuant to the North Carolina Public Records Act and accordingly kept in a
confidential file and not disclosed as a public record in connection with this brownfields
project

D. In what way(s) is the actual or possible contamination at the property a hindrance to
development or redevelopment of the property (attach any supporting documentation such as
letters from lending institutions)?

The results of a Limited Phase II Environmental Site Assessment indicated elevated
concentrations of metals in site groundwater and vapors containing volatile organic compounds
in sub-slab vapor samples collected. Select metal concentrations in the site groundwater
exceeded 15A NCAC 2L Groundwater Standards. Before the PD acquires the property and
incurs the costs associated with the redevelopment of the property, it needs to ensure that the
property can safely be used through the Brownfields Program, and that it and future owners and
occupants will have the protections and benefits afforded by a brownfields agreement. Further,
the availability of financing for the acquisition of the property may depend on the property’s entry
into the Brownfields Program. Thus, given the current condition of the property and its proposed
ideal use, a brownfields protection is critical for the safe redevelopment and success of the
property.

E. In what way(s) is the redevelopment of the property difficult or impossible without a
brownfields agreement (attach any supporting documentation such as letters form lending
institutions)?

Please see the response to Question II.D above. Given the identified impacts to
groundwater, the PD believes that a brownfields agreement will be essential for the viable and
safe use of the property. Indeed, the property's admission into the Brownfields Program is a
major factor in the PD's acquisition of the property.

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 has provided a response to this item in a separate confidential transmission
submitted along with this brownfields application. As explained in further detail in that
transmission, the PD requests that this information be handled as business confidential
information pursuant to the North Carolina Public Records Act and accordingly kept in a
confidential file and not disclosed as a public record in connection with this brownfields
project.

G. Current tax value of brownfields property: $5,175,400 (according to 2014 tax bill)

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H. Estimated capital investment in redevelopment project: $The PD has provided a response
to this item in a separate confidential transmission submitted along with this brownfields
application. As explained in further detail in that transmission, the PD requests that this
information be handled as business confidential information pursuant to the North Carolina
Public Records Act and accordingly kept in a confidential file and not disclosed as a public
record in connection with this brownfields project.

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. Spur to additional community investment and development, resulting in tax base and
employment opportunities;
2. Positive impacts on the surrounding business community;
3. 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;
4. Beneficial use of the property, thereby avoiding the use of “green space” in other areas of
the community; and
5. Aesthetic enhancements.

The PD has also provided additional information in response to this item in a separate
confidential transmission submitted along with this brownfields application. As explained in
further detail in that transmission, the PD requests that this information be handled as business
confidential information pursuant to the North Carolina Public Records Act and accordingly kept
in a confidential file and not disclosed as a public record in connection with this brownfields
project.

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
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.

The PD will attempt to employ environmentally-friendly features in the redevelopment of the
property, and also will explore the possibility of LEED Certification for the project.

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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 1.A. above, please indicate.)

Name Same as 1.A.
Mailing Address

E-Mail Address
Phone No.
Fax No.

III. OTHER REQUIRED INFORMATION
A. Brownfields Affidavit: PD must provide its certification, in the form of a signed and
notarized original of the unmodified model brownfields affidavit provided by NCBP, that it
did not cause or contribute to contamination at the property and that it meets all other
statutory eligibility requirements. (Note: The form to use for this affidavit is attached to this
application. It must be filled out signed notarized, and submitted with this application.)
Is the required affidavit, as described above, included with this application?

Answer Yes.

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.

C. Location Map: PD must provide a copy of the relevant portion of the 1:24,000 scale
U.S.G.S. topographic quadrangle map that shows the property clearly plotted, and that
measures at least an 8 ½ by 11 inches. (Note: these maps can be purchased through the
above link, or often through retail outdoor recreation stores that can print out the relevant
map. Often environmental reports have location maps that use this type of map as the base
for its location map.)
Is the required location map included with this application?

Answer Yes.

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

14
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:
[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.

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 (please see the attached disc).

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, March 24, 2014, S&ME, Inc.

(2) Limited Phase II Environmental Site Assessment and Preliminary Geotechnical
Evaluation, August 18, 2014, S&ME, Inc.

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.

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Preliminary Proposed Brownfields Agreement

I. Property Facts

a. Property Address(es): 300 & 314 North College Street, Charlotte, Mecklenburg County, NC

b. Property Seller: Ceres Properties, LLC

c. Property Buyer: TPKG Venture, LLC

d. Brief Property Usage History: residential dwellings, restaurant, service transfer station,
railroad spur, wholesale glass and paint warehouse, bearing and parts company, home appliance
company, janitorial supply service company, hardware store, automotive repair and maintenance
facility, printing company

e. The planned reuse will potentially involve the following use classification(s) (check all that
apply):
School/childcare/senior care
Residential
Commercial, retail (specify)
Other commercial (specify)
Office
Light industrial
Heavy industrial
Recreational
Open space
Other (specify)

II. Contaminant Information
a. The contaminant situation at the property is best described by the following (check all that
apply):
Contaminants are from an on-property source(s)
Contaminants are from an off-property source(s)
Contaminants are from an unknown source(s)
Contaminants have not yet been documented on the property

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b. Contaminated Media Table. (If known, check appropriate boxes below)

Contaminant
Types
Soil Groundwater
and/or Surface
Water
Private Wells Vapor Intrusion
known Suspected known Suspected known suspected known suspected
o
r
g
a
n
i
c
s
Chlorinated
Solvents
(list):

Possible None None Possib
le
Petroleum:
ASTs
USTs
Other
Possible
Heating
oil and
others
Possible
Other (list):

i
n
o
r
g
a
n
i
c
s
Metals
(list):

Aresen
ic
Bariu
m
Chrom
ium
Lead

Other (list):

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

Base Map taken from 2013 Charlotte East, NC USGS topographic map.
Scale: As Indicated

Checked by: WAQ
Drawn by: RAS
Date: 7/16/14
Site Location Map
N. College Street Site
300 & 314 N. College Street
Charlotte, North Carolina

Figure
1
Job No.: 4335-14-152
Site
Location

Tivoli Properties, Inc.
0.931 Acre
300 North College Street
Charlotte, NC

RECORD LEGAL DESCRIPTION

Lying and being in Mecklenburg County, North Carolina, and being more particularly described
as follows:

BEGINNING at a p.k. nail, and being located on the easterly margin of East Sixth Street, which
p.k. nail is located S. 43-03-57 E. 28.12 feet from a point where the easterly right of way line of
East Sixth Street extended intersects with the southerly right of way line of North College Street
extended, being the southeast corner of the intersection; thence from said BEGINNING point
with the arc of a circular curve to the right having a radius of 26.79 feet an arc length of 43.38
feet and subtended by a chord bearing and distance of S. 03-15- 49 W. 38.82 feet to a p.k. nail
located on the southerly margin of North College Street; thence, N. 49-42-13 E. 176.86 feet to a
point; thence, with the line of Raleigh Capital Land Realty, Inc., now or formerly, (deed
references Book 6772, Page 458 and Book 7939, Page 139 Mecklenburg Public Registry) S. 43-
11-40 E. 198.89 feet to a new nail; thence with the line of E.C. Griffith Co., now or formerly,
(deed reference Book 1891, Page 435) S. 49-44-27 W. 205.07 feet to an existing iron pin
located on the easterly margin of the right of way of East Sixth Street; thence, N. 43-03-57 W.
170.62 feet to the point and place of BEGINNING. All as shown on survey of Jack R.
Christian. RLS. entitled "The Property of Ceres Properties, L.L.C., dated August 18, 1995.

(Note: The record legal description above does not mathematically close by approximately 0.4
foot.)

AND ALSO BEING DESCRIBED AS FOLLOWS:

AS-SURVEYED LEGAL DESCRIPTION

That certain tract or parcel of land situated, lying and being in the City of Charlotte,
Mecklenburg County, North Carolina, and being more particularly described as follows:

To arrive at the true point and place of BEGINNING, commence at North Carolina Geodetic
Survey Control Monument “McDowell”, having North Carolina Grid Coordinates N:
541,237.39 feet; E: 1,452,816.02 feet (NAD 83), Combined Grid Factor: 0.99984487, and run
the following two (2) courses and distances: 1.) North 52°16'55" West, a distance of 2,543.91
feet (ground distance) to a new nail on the easterly margin of the right-of-way of East Sixth
Street; 2.) with the easterly margin of the right-of-way of East Sixth Street North 42°46'10"
West, a distance of 170.57 feet to an existing nail, said nail being the true point and place of
BEGINNING, and runs thence from said BEGINNING point with the easterly margin of the
right-of-way of East Sixth Street with the arc of a circular curve to the right having a radius of
26.79 feet for an arc distance of 43.42 feet (chord: North 03°33'36" East, 38.82 feet) to a new
nail on the southerly margin of the right-of-way of North College Street (variable width public
right-of-way); thence with the southerly margin of the right-of-way of North College Street
North 50°00'00" East, a distance of 176.99 feet to a new nail at the corner of the Museum of the
New South property as described in Deed Book 8010, Page 452 of the Mecklenburg County
Public Registry; thence with the westerly line of the Museum of the New South property South
42°42'42" East, a distance of 198.86 feet to a new nail in the northerly line of the E. C. Griffith

Company property as described in Deed Book 1891, Page 435 of said Registry; thence with
Griffith’s northerly line South 50°02'14" West, a distance of 204.91 feet to a new nail on the
easterly margin of the right-of-way of East Sixth Street; thence with the easterly margin of the
right-of-way of East Sixth Street North 42°46'10" West, a distance of 170.57 feet to the point
and place of BEGINNING; containing 40,535 square feet or 0.931 acre, more or less, as shown
on a survey by James Mauney & Associates, P.A. dated January 9, 2014 (Map File F-1170).