Foundry_Revised BPA-OCR

July 11, 2014
K&L GATES LLP
HEARST TOWER, 47TH FLOOR
214 NORTH TRYON STREET
CHARLOTTE, NC 28202
T [phone] F [phone] klgates.com
Via E-Mail/Hard Copy to Follow via FedEx
Mr. Bruce Nicholson
Program Manager
North Carolina Brownfields Program
217 W. Jones Street
Raleigh, North Carolina 27603
Re: Brownfields Property Application
The Foundry (NCBP #17021-13-060)
Christopher S. Walker
D 704.331.7515
F 704.353.3215
chris. [e-mail]
601, 619, and 623 S. Cedar Street, Charlotte, Mecklenburg County
Foundry Uptown, LLC
Dear Mr. Nicholson:
I am enclosing a Brownfields Property Application for Prospective Developer
Foundry Uptown, LLC, which is seeking to buy the referenced properties as a Prospective
Developer under the North Carolina Brownfields Program. The Brownfields Program issued
an eligibility determination for this project to the current property owner (Foundry Partners,
LLC) as a "seller PD" on July 9, 2013. Given that the seller will no longer be involved in
the project following Prospective Developer's purchase of the property, we believe the most
efficient path forward is for Prospective Developer to take the seller's place in the
Brownfields process as a "buyer PD." We understand through discussions with the
Brownfields Program that this can occur so long as the seller provides confirmation to the
Brownfields Program that it no longer plans to proceed with the Brownfields process and that
it would like Prospective Developer to take its place. We anticipate that the seller will
provide this confirmation by email and request that it be effective upon Prospective
Developer's receipt of an affirmative eligibility determination.
Prospective Developer has been working with Carolyn Minnich over the last few
months to rule out potential vapor intrusion risks at the property, and thus we have copied her
on this transmittal. We have also discussed the timing of an eligibility determination with
Ms. Minnich, and we understand that the Brownfields Program should be able to issue an
eligibility determination by July 25, 2014 given that it has already evaluated this project and
determined it to be eligible.
CH-3224463 vi
klgates.com
Mr. Bruce Nicholson
July 11, 2014
Page 2
We look forward to working with you on another great project. Please contact me if
you have any questions or concerns.
~ Christopher S. Walker
Enclosures
cc: Carolyn F. Minnich (via e-mail and w/ enclosures)
David A. Franchina, Esq. (via e-mail and w/ enclosures)
Chris Warren (via e-mail and w/ enclosures)
CH-3224463 vi
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 Foundry Uptown, LLC
Principal Officer Chris Warren
Representative Chris Warren
Mailing Address 3422 Windsor Drive
Charlotte, NC 28209
E-mail address [e-mail]
Phone No. [phone]
Fax No. N/A
Web site www.beauxwright.com
B. PD contact person information O.e., individual who will serve as the NCBP's point of
contact if different than above):
Name
Company
Mailing Address
E-Mail Address
Phone No.
Fax No.
Chris S. Walker
K&L Gates LLP
214 N. Tryon Street, 47th Floor
Charlotte, NC 28202
chris. [e-mail]
704-331-7515
704-353-3215
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
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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.
Foundry Holding, LLC
100%
3422 Windsor Drive
Charlotte, NC 28209
chris. [e-mail]
[phone]
N/A
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.
Fax No.
Foundry Holding , LLC
100%
Same as above.
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Managers of manager-managed LLCs are required to execute all brownfield documents for
the LLC; as to member-managed LL Cs, state name of member who will sign these
documents.
N/A
List all parent companies, subsidiaries and other affiliates:
PD does not have a corporate parent, but as noted above PD is wholly owned by Foundry
Holding, LLC. PD has no subsidiaries.
(Use for Partnerships)
Check one: 0General Partnership Olimited 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 PD, by and through its managing member, has the financial means necessary
to fully implement a brownfields agreement and assure the safe reuse of the property. In
particular, PD can obtain adequate financing from lenders and equity investors to fully
implement a brownfields agreement and assure the safe reuse of the property. Financial
records will be submitted under separate cover.
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?
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Answer Yes
Explanation PD will assume managerial responsibilities to ensure compliance with the
requirements of a brownfields agreement and assure the safe use of the property. In
addition, PD plans to retain a qualified environmental consultant to provide environmental
consulting services with respect to the redevelopment of the property in the North Carolina
Brownfields Program.
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 PD has retained K&L Gates LLP to provide necessary legal counsel with
respect to the redevelopment of the property in the North Carolina Brownfields Program. As
noted above, PD plans to retain a qualified environmental consultant to provide
environmental consulting services with respect to the redevelopment of the property in the
North Carolina 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.)
PD has not been a party to a Brownfields project, but the proposed Brownfields property is
currently in the Brownfields Program (NCBP #17021-13-060). The property owner (as a "seller
PD") and proposed Brownfields property received an eligibility determination on July 9, 2013.
Pursuant to discussions with the Brownfields Program, PD intends to apply to the Brownfields
Program as a "buyer PD" and replace the seller in the Brownfields process. PD understands
that the seller will need to contact the Brownfields Program by email to acknowledge that PD will
replace it in the Brownfields process. PD anticipates that the seller will likely request that its
acknowledgment be effective upon PD's receipt of an affirmative eligibility determination.
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.)
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N/A
If no, provide the name, address, telephone number and e-mail address of the contact
person for the current property owner
Foundry Partners, LLC
John A. Weston
7804-C Fairview Road, PMB #327
Charlotte, NC 28226
[e-mail]
704-249-9515
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. March 7, 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.
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
been used, stored on, or otherwise present at the property while those activities were
conducted, and explain how they were used.)
PD has neither taken ownership nor operated at the property.
II. SITE INFORMATION
A. Information regarding the proposed brownfields property:
Proposed project name The Foundry
acreage 3.44street address(es) 601 , 619, and 623 South Cedar Street
city Charlotte County Mecklenburg zip 28202
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tax ID(s) or PIN(s) 07318107 and 07318201
past use(s) From approximately 1920 to 1985, it is believed that the property was
used primarily as a foundry, a tin shop, and a wastepaper warehouse. Since 1985, the
property has been used for office, showroom space, a pub, and a salon/spa.
current use( s)
studio.
Office/retail, showroom space, restaurant/pub, salon/spa, and dance
cause(s)/source(s) of contamination:
known
suspected It is suspected that contamination at the property resulted from off-site
sources and/or the operation of a foundry at 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: NCBP # 17021 -13-060
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 property is underused and partially idle, resulting from the existence of older structures
and the absence of structures/development that would allow the property to be put to its
highest and best use. The property is located close to Bank of America Stadium in Charlotte,
which has experienced some redevelopment over the past several years. All parcels in the
area, including the property, that have not yet been redeveloped are excellent candidates for
redevelopment. The entire area is eventually expected to be a mix of commercial, retail, and
residential properties.
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 from lending institutions)?
The presence of soil and groundwater impacts on the property and the potential impacts from
various off-site sources are a hindrance to the redevelopment of the property in that
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redevelopment activities could subject PD to cleanup liability if they are conducted without a
brownfields agreement. Potential cleanup liability may also preclude sale or leasing of the
property to third parties. In addition, known contamination and the associated potential cleanup
liability may preclude financing of the acquisition and 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)?
The presence of soil and groundwater impacts on the property and the potential impacts from
various off-site sources are a hindrance to the redevelopment of the property in that
redevelopment activities could subject PD to cleanup liability if they are conducted without a
brownfields agreement. Potential cleanup liability may also preclude sale or leasing of the
property to third parties. In addition, known contamination and the associated potential cleanup
liability may preclude financing of the acquisition and redevelopment 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.
Mixed-use multi-family residential, commercial/retail, office, recreation, open space, and
associated parking.
PD's immediate redevelopment plans are to upfit and continue using the existing structures
for commercial/retail, office, and restaurant/bar purposes. PD's plans for upfitting include,
but are not limited to: significant improvements to the interior tenant spaces such as moving
and replacing certain walls, installing new flooring (without disturbing building slabs),
improving common areas, upgrading electrical systems, and installing new bathrooms;
repairing retaining walls; and installing a new building fa9ade, new awnings, and a new
exterior patio between buildings (most likely on top of existing paved surfaces).
PD also intends to redevelop the southeastern portion of the property (which is currently
undeveloped) for multi-family residential purposes at some point in the future. In addition,
PD's future redevelopment plans may include demolishing and redeveloping the entire site
for mixed-use multi-family residential, commercial/retail, office, recreation, open space, and
associated parking.
G. Current tax value of brownfields property: $4,721,400
H. Estimated capital investment in redevelopment project: $5.5 million in acquisition costs,
approximately $1.5 million in improvements for immediate redevelopment plans, and an
estimated $10-50 million for future multi-family residential or mixed-use redevelopment.
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
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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.)
The redevelopment of the property will return it to its highest and best use. Anticipated
redevelopment will offer several public benefits, including job creation, tax base increases and
revitalization of the area where the property is located. Job creation will result from the
redevelopment itself in terms of construction jobs, as well as permanent employment for persons
who own and work at the commercial, retail, and office businesses that will occupy the property
following redevelopment. Redevelopment will increase the tax value of the property, resulting in
increased tax revenue for the City of Charlotte and Mecklenburg County. Prior to construction of
the Bank of America Stadium, the entire area where the property is located was underdeveloped
and offered little public benefit in any respect. Some parcels in the area have been redeveloped
since construction of Bank of America Stadium, although the area stands to see much more
redevelopment and revitalization in the coming years. Redevelopment of the property will be an
important part of this overall redevelopment and revitalization process.
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.
PD's immediate redevelopment plans do not include seeking LEED certification or
participating in environmentally friendly building programs. PD intends to evaluate seeking
LEED certification or incorporating principles from LEED or other environmentally friendly
building programs as part of its future redevelopment plans. In that regard, PD's future
redevelopment plans may include, but are not limited to, the use of green building materials,
green landscaping techniques, energy efficient design, materials, appliances, and machinery,
renewable energy sources, and recycling and reuse of old building materials.
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
Mailing Address
E-Mail Address
Phone No.
Fax No.
Same as 1.A. above.
Ill. OTHER REQUIRED INFORMATION
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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, attached as Exhibit A.
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, attached as Exhibit B.
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 % 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, attached as Exhibit C.
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, attached as Exhibit D.
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, attached as Exhibit E.
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Have electronic copies of the photographs been emailed to NCBP?
Answer Yes, Exhibit E was emailed to [e-mail].
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:
Exhibit F: Supplemental Environmental Sampling Events, dated April 16, 2013, prepared
by Geoscience Group (Includes in appendices: Phase I Environmental Site Assessment,
601, 619, and 623 Cedar Street, dated July 11, 2012, prepared by Environmental
Assessments + Consulting; and Phase II Environmental Site Assessment, 601, 619, and
623 Cedar Street, dated August 6, 2012, prepared by Environmental Assessments +
Consulting).
Exhibit G: Revised Sampling Plan · Supplemental Sub-Slab Vapor Sampling, The
Foundry· 601 S. Cedar Street Building, dated May 12, 2014, prepared by Geoscience
Group.
Exhibit H: Supplemental Sub-Slab Vapor Sampling Event, The Foundry, dated June 11,
2014, prepared by Geoscience Group.
Exhibit I: Foundry· Additional Sub-Slab Sampling Submittal dated 4.1 6.14.
Exhibit J: Indoor Air Sampling Event, The Foundry, dated July 2, 2014, prepared by
Geoscience Group.
Exhibit K: Phase I Environmental Site Assessment Report, Foundry Uptown, 601, 619,
and 623 South Cedar Street, dated July 10, 2014, and prepared by ECS Carolinas.
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): 601, 619, and 623 Cedar Street
b. Property Seller: Foundry Partners, LLC
c. Property Buyer: Foundry Uptown, LLC
d. Brief Property Usage History: From approximately 1920 to J 985, it is believed that the
property was used primarily as a foLmdry, a tin shop, and a wastepaper warehouse. Since 1985,
the property has been used for office space, a pub, and a salon/spa. The property is cuITently
used for office/retail, showroom space, restaurant/pub, salon/spa, and a dance studio.
e. The planned reuse will potentially involve the following use classification(s) (check all that
apply):
D School/childcare/senior care
[gJ Residential
[gJ Commercial, retail (specify) retail shops
r:g] Other commercial (specify) restaurants, bars, personal service, showroom space
[gJ Office
D
D
[gJ
[gJ
[gJ
Light industrial
Heavy industrial
Recreational
Open space
Other (specify)
II. Contaminant Information
Parking
a. The contaminant situation at the property is best described by the following (check all that
apply):
D Contaminants are from an on-property source(s)
D Contaminants are from an off-property source(s)
[8] Contaminants are from an unknown source(s)
D Contaminants have not yet been documented on the property
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EXHIBIT
l ~ ---'------
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.
~ 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
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 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 Department 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 will 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 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 $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 shall apply.
c. Any addendum/modifications to the BF A 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.
~ .U,1ease check this box and initial in space provided to indicate your
acknowledgement of the above fee structure.
Date of Submittal: Z/11 /1 'i
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The Foundry
Foundry Uptown, LLC
601. 619, and 623 S. Cedar Street
Environmental Reports
Exhibits F -K