This Business of Brownfields

1. This Business of Brownfields

2. Overview • Who is AMEC • Regulations • All appropriate inquiry • Myths vs. reality of brownfield redevelopment • Brownfield redevelopment process • Alabama’s Brownfield Redevelopment and Voluntary Clean-up Program • Project examples • Open discussion (Q/A)

3. AMEC plc • Leading supplier of high value consultancy, engineering, and project management services to markets within the world’s energy and industrial process industries • Advises, designs and manages the delivery and support for strategic complex assets such as offshore oil and gas production facilities, metals or mineral mines, and power infrastructure • Ranked 5th largest International Design Firm by ENR magazine • Three core divisions: Power & Process, Natural Resources, Environment & Infrastructure Since 2004, ranked #1 in our sector on the Dow Jones Sustainability Index

4. Environment & Infrastructure Division • Specialty consultants and engineers - environmental, geotechnical, materials, project management, and specialty water services • A regionally organized business - a matrix overlay of sector-focused leadership and delivery • Domestic markets are Canada, US, and UK - global growth predicated on supporting clients as they reach out to new markets Revenue by service type Revenue by sector

5. What is a Brownfield? Properties that are abandoned or underused because of environmental contamination, or perceived contamination from past industrial or commercial practices.

6. Problem solving Connecting the Dots Without lifting your pencil, draw four straight lines and connect all of the dots!

7. Problem solving Connecting the Dots Without lifting your pencil, draw four straight lines and connect all of the dots! Finding the best solution to a client’s problem involving contaminated property requires us to think outside the box

8. Why Redevelop Brownfields? • Alternative to greenfield development • Uses existing infrastructure (cost savings) • Generation of needed services • Economic benefits • Increased property value and local tax base • Generates jobs • Improving community health, safety and quality of life • Mitigates public health and safety concerns • Improves community image • Deals with environmental justice issues

9. Regulations Federal: • RCRA • CERCLA/Superfund • Brownfield Legislation State of Alabama: • UST Program (primarily petroleum) • Solid Waste Program • Hazardous Waste Program (RCRA Sites) • Brownfield Redevelopment and Voluntary Cleanup Program • Dry Cleaner Trust Fund Program • Hazardous Substance Cleanup Fund • Chapter 22, Title 30 of the AL Code • ADEM Regulations are in Section 335

10. All Appropriate Inquiry “All Appropriate Inquiries,” or due diligence, is the process of evaluating a property for potential environmental contamination and assessing potential liability for any contamination present at the property. Why? • Your lender will require it • Provides purchaser with protection against CERCLA liability where known contamination exists • contiguous property owners, • bona fide prospective purchasers, or • innocent landowners. How? • Phase I and Phase II Environmental Site Assessments - ASTM D1527-05/ for Phase Is and ASTM E 1903-97 (2002) for Phase IIs • Update required after 180 days

11. Goals/Objectives • Reclaim underutilized property to allow beneficial reuse • Cost effective evaluation and characterization of environmental issues associated with past and current land uses of the area targeted for redevelopment • Development of a Conceptual Remediation Plan prior to remediation of soil and groundwater to allow effective promotion of the redevelopment to potential developers

12. Goals/Objectives (continued) • The purpose of remediation is to limit risks to human health and the environment • Brownfields premise: manage risks to mitigate pathways of exposure • Where complete exposure pathways exists: • Risk-based Clean-up Standards • Innovative Remediation Technologies • Where incomplete exposure pathways exists: • Institutional Controls • Engineering Controls

13. Myth vs. reality of brownfield redevelopment Myth: Contaminated property is dangerous for re-use. Reality: Risks to human health and the environment can be managed through proper assessment and development of corrective action measures Myth: Clean up of contaminated property is too expensive. Reality: Not all contaminated property has to be cleaned for re- use. (institutional controls and engineered controls) Myth: It’s better not to know if property is contaminated. Reality: Just the opposite. Your limitation of liability as a Prospective Purchaser is based on what you “know.” The more thorough the assessment the greater your limitation of liability. Myth: It’s too difficult to work with the regulatory agency. Reality: State and Federal Regulators are committed to assisting in the process to achieve redevelopment goals.

14. Brownfield redevelopment- issues • Time • Money • Market Value Assessment • Liability • Due Diligence – All Appropriate Inquiry • Environmental • Legal • Risk Allocation/Price Reduction • Remediation Agreements • Escrow Agreements • Indemnity Agreements • Environmental Insurance

15. Strategy for success • Regulatory strategy and negotiation throughout the redevelopment process • Determination of future land use plans • Remediation • Address complete exposure pathways • Maintain incomplete exposure pathways

16. Alabama Brownfield Regulations - Key Provisions • Creates a brownfields/voluntary cleanup program. • Establishes risk-based cleanup standards. • Establishes an inventory of properties in remediation and those which have not been cleaned to a residential standard. • Imposes restrictions on future land use based on cleanup levels. • Limits the liability of anyone completing the program, provided they did not contribute to the contamination and that they maintain institutional controls.

17. VCP Process • Submit a Application Package and non-Refundable Fee Property must not be: • Listed on the NPL • Under State or Federal Enforcement Action • A TSD Facility • Letter is valid for one year from issuance • Variances are available for eligibility • Can enter program at any point in the re-development phase • Submit Voluntary Property Assessment Plan and Establish Financial Assurance • 60 day ADEM Review Period • Perform assessment and submit Voluntary Property Assessment Report

18. VCP Process • Submit Clean-Up Plan • 60 day review by ADEM • File Public Notice • File “notice to deed” of property restrictions, if applicable • Submit Certification of Compliance • ADEM Letter of Concurrence - • Achieve “release of liability” from ADEM • Purchaser will not be liable to state or 3rd party for costs incurred in the investigation and clean-up of pre-existing release at the property • Site Placed on Voluntary Clean-up Properties Inventory

19. Atlantic Station and Atlanta Beltline Eastside Trail Overview

20. Atlantic Steel to Atlantic Station

21. Atlantic Steel – Site History • First Steel Mill in Georgia • Initially produced cotton bale ties and barrel hoops from recycled steel • Operated for nearly 100 years (1901 to 1998) • Was the largest employer in Georgia during WWII • Purchased by Ivaco in 1979 (employment ~ 1,400) • Operations ceased in 1998 (employment ~ 200)

22. Atlantic Steel – Prior to Redevelopment

23. Developers Vision…“Live, Work, Play” Community

24. Master Plan

25. August 2001

26. The Environmental Issues • 25 areas identified on-site as Potentially Impacted Areas (PIAs) during initial site due diligence • 28 additional PIAs identified during site remediation and grading activities • Major impacts included: • Petroleum constituents • Solvents • Metals • PCBs • Slag • Limited groundwater impacts identified

27. Remedial Approach – Soil • Risk based remediation of “hot spots” • Isolated impacted areas of soil were excavated and removed from site • Petroleum ~119,000 tons • Metals ~ 46,000 tons • Solvents ~ 1,400 tons

28. Remedial Approach – Soil • Engineering control – a permanent engineered barrier to future exposure was designed and constructed • Two feet of soil cover • New structures • Concrete pavement • Asphalt pavement • Imported over 250,000 tons of soil at a cost of approximately $2M • During site reclamation, concrete building foundations were demolished, crushed into smaller pieces, and reused as backfill (132,000 cubic yards)

29. Remedial Approach – Groundwater • On-site groundwater found to have limited impacts • Groundwater flowed funneled to two points on the eastern side of the site • Intercept wells have been installed at the down-gradient end of site to collect and, if necessary, treat groundwater • System limits further migration of contamination off-site

30. Remedial Approach – Regulatory Oversight • The remedial plan was approved by the GA EPD (1999) • Upon completion of remedial activities, a Certification Report was submitted to the EPD and the EPD issued a NFA letter (Dec 2001) • The engineered barrier (soil, pavement, concrete cover) and the groundwater intercept system is referred to as a conservation easement and must be preserved • The conservation easement is designed to ensure that any activities on the property are protective of human health and the environment, in perpetuity, regardless of who owns or controls the property

31. Other Site Development Challenges • One of the largest permitted projects in the City of Atlanta in the 2000 timeframe • Need for fast track permitting and rezoning • Coordination of numerous stakeholders, regulators, etc. (Seller, Purchaser, EPA, EPD, COA, Community Organizations, etc.) • Demolition of existing structures • Significant grading activities • Design and construction of landscaping on top of parking decks • Upgrading existing City of Atlanta infrastructure • Requirement to build a bridge over I-75/I-85 • Installation of a mile long separated sewer

32. Project Development • 138 Acres • 6M square feet of Class A office space • 3,000 to 5,000 residential units • 1.5M square feet of retail and entertainment • 1,000 hotel rooms in at least 3 hotels

33. Project Development – Office, Retail, Residential

34. Project Development – Residential

35. General Economic Impacts at Build-Out • Approximately 20,000 new jobs • $619M in total salaries • $30M in property taxes • On-site retailers will contribute $10 million to $20 million a year in Special Interest Local Option Sales Taxes (SPLOST), which helps fund local education and transportation initiatives • Sales taxes will be generated by an estimated $500 million in retail sales on the property

36. Key to Success • Early and significant partnership between Atlantic Steel Industries and Jacoby Development, Inc. • Unique approach to project execution: regular meetings held with all parties, including planners, designers, lenders, contractors, and regulators • Project was one of the first to be approved under EPA’s Project XL (eXcellence and Leadership) program - Gave EPA flexibility to approve the project’s multi-modal bridge (cars, buses, pedestrians and bicycles over the interstate) as a Transportation Control Measure (TCM) and national model for smart growth • Partnerships with the Department of Energy, Georgia Environmental Facilities Authority and the Southface Energy Institute allowed continual incorporation of new sustainable and green building technology ideas • Community involvement and support • Trust established among all parties fostered predictability of the process and enthusiastic cooperation once ALL knew common goals could be achieved

37. Railroad Corridor to Atlanta Beltline

38. Components of the Atlanta BeltLine 22-mile transit loop 33 miles of multi-use trails 1300+ acres of new greenspace 20 economic development areas 30,000 jobs 5000+ units of affordable housing 1100+ acres of brownfield cleanup Streetscapes and public art Historic preservation

39. Eastside Trail – 10th Street and Monroe Drive South to DeKalb Avenue The Atlanta BeltLine

40. Atlanta BeltLine Environmental Program Status and Timeline

41. Eastside Trail –Progress Update • Thirty plus acres situated in the 2.5 mile corridor • Soil remediation for 15 of 17 AOCs completed May 2011 • Removal and disposal of 500 tons of arsenic impacted soil • Removal and disposal of 37 tons of SVOC impacted soil • Trail construction began on May 6, 2011 • 14 foot wide pedestrian path • Retaining walls • Utilities • Landscaping • Layout of Future Rail corridor Rail Corridor between North Highland Avenue and Freedom Parkway, November 2009

42. Corrective Action Plan (CAP) BeltLine Eastside Trail Goal: • To protect human health and environment, minimize costs, manage liability through the Georgia Brownfield Program Components: • Confirmation Sampling • Soil Remediation • Engineering Controls • Environmental Covenant • Reporting – CSR

43. On-Site Historical use as railroad Off-Site Leaking USTs Dry cleaners Unpermitted landfills Lumber yards Industrial/ manufacturing plants Former auto and trolley maintenance Metal fabricators and foundries Auto assembly and repair facilities Summary of Environmental Concerns

44. Sampling and Analysis

45. Atlanta Beltline Eastside Trail • Soil Remediation Approach

46. BeltLine Eastside Trail Remediation

47. BeltLine Eastside Trail Soil Barrier Approach

48. Takeaways • Significant sampling and analysis has been completed along the 2.5 mile Eastside Trail • Over 75 Borings • Over 250 Soil Samples and 11 Groundwater Samples • Samples typically tested for 127 chemical constituents • The CAP has been approved by US EPA and GA EPD • The CAP approach is conservative and protective of human health and the environment • Site specific risk-based approach • The CAP innovative and cost effective as it was designed for the intended reuse of the property • Corrective actions will be certified via a Compliance Status Report (CSR)