EXECUTIVE SUMMARY

EnSafe Inc. conducted a Phase I Environmental Site Assessment (ESA) of the Wolf River Harbor (Harbor) in Memphis, Shelby County, . The Phase I ESA was conducted in support of the Wolf River Brownfields Assessment Project for the Shelby County Division of Planning and Development and Riverfront Development Corporation (RDC), which plans to redevelop both sides of the Harbor into a water amenity with transportation, limited recreational, and mixed- use development. A Phase I ESA is an integral part of all appropriate inquiry (AAI), as codified in Title 40 Code of Federal Regulations Part 312, into the previous ownership and uses of the property consistent with good commercial or customary practice. The ASTM International (ASTM) Standard E 1527-05 is the industry standard used to comply with the AAI requirements. The purpose of an ASTM Phase I ESA is to identify evidence of recognized environmental conditions1, historical recognized environmental conditions2, and business environmental risks3.

SIGNIFICANT FINDINGS Site Location, Description, and Current Uses The Wolf River Harbor (subject property) is situated between Uptown/Downtown Memphis and Mud Island in Memphis, Shelby County, Tennessee. The subject property includes surface water and sediment within the 3-mile reach of the Harbor beginning at the of the River and the Harbor adjacent to the southern point of Mud Island to the northern causeway (North Mud Island Road) and is bounded by the shoreline of Mud Island to the west and Uptown and Downtown Memphis to the east.

Three bridges cross the Harbor: the A.W. Willis Bridge, which connects Memphis to Mud Island; the Hernando-DeSoto (Interstate 40) Bridge, which connects Tennessee to ; and the Mud Island monorail, which connects Downtown Memphis to the Mud Island River Park. There are two marinas (with boat slips, fuel dispensers, mobile sanitation collection tanks, and store) on the western shoreline of the subject property; one (Harbor Town Marina) is in the central section and one (Memphis Yacht Club Marina) is in the southern section. Commercial barge mooring and loading/offloading terminals and one commercial dock (Memphis Riverboats) are along the eastern shoreline of the subject property. A 2010 U.S. Army Corps of Engineers (USACE) factsheet describes the subject property as a slack-water harbor used for the import of industrial materials.

Site History The Harbor has been used as a port since the first settlements in the 1790s that eventually became the City of Memphis, which was founded in 1819 and incorporated in 1826. During the 19th century, Memphis became a major port along the . Several docks and

1 ASTM defines a recognized environmental condition as “the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, groundwater, or surface water of the property. The term includes hazardous substances or petroleum products even under conditions in compliance with laws. 2 ASTM defines a historical recognized environmental condition as an “environmental condition which in the past would have been considered a recognized environmental condition, but which may or may not be considered a recognized environmental condition currently.” 3 Business environmental risks are defined as those that may have a material environmental or environmentally driven impact on the business associated with the current or planned use of a parcel or commercial real estate.

terminals were built along the eastern shore of the current Harbor and the riverfront of Memphis to support trading, transportation of goods, and passage along the Mississippi River.

In 1960, the Harbor was formed when the Wolf River was diverted to a more direct route to the Mississippi River. A causeway was constructed at the north end of the current Harbor, connecting the north end of Mud Island to Memphis. Prior to 1960, the subject property was the main channel of the Wolf River, and the mouth of the Wolf River was at the current mouth of the Harbor. The headwaters of the Wolf River are in northern Mississippi and the river flows through Shelby County, generally forming the boundary between northern Memphis (Frayser and Raleigh) and the remainder of the city. From 1960 to the early 1970s, when the M.C. Stiles North Wastewater Treatment Plant was constructed, the Harbor received untreated domestic and industrial wastewater through direct discharge from industries and landfills along the river and from tributaries, including Cypress Creek.

Surrounding Area Properties During the post-Civil War era until the 1950s, Uptown Memphis along the northern and central sections of the subject property was the center for hardwood processing, grain storage and transportation, cotton warehousing, and cotton seed oil extraction and storage. Other operations included cattle stock yards and soap manufacturing. The Illinois Central Rail Road (ICRR) Northern Rail yard, between Henry and Cedar Streets, was built after the Civil War to support the industries in the Uptown area. Grain and lumber operations continued, but the lumber industry began to decline after the 1950s while grain storage and processing remained prominent throughout the 20th century. Other industries in the northern section, east of the Harbor, have included tire disposal processing, liquid animal feed/molasses, automobile repair and junk yards, and marine transportation.

The Downtown Memphis riverfront east of the Harbor from the post-Civil War era through the 1970s was dominated by the Navy Yard Compress (cotton oil processing and refining, steel processing, and warehousing). Other operations along this section of the shoreline east of the Harbor included cement terminal, parking, marinas, and ferry operations. A rail yard was along the downtown area extended from Adams to Winchester Avenues; the rail yard was out of use by the time the Hernando-DeSoto Bridge was constructed in 1971.

The northern end of Mud Island was generally undeveloped or under cultivation prior to the 1950s. In the 1960s, the Mississippi side of Mud Island was dredged and the spoils used to raise the elevation of the island’s surface. Along the central section, some small lumber and aggregate operations occurred in the 1950s and 1960s; APAC-Tennessee operated an asphalt/aggregate facility on the northern section of Mud Island from approximately 1966 to 1997. The southern end of Mud Island was generally undeveloped until 1959 when the Memphis Downtown Airport opened; the airport closed in 1970 following construction of the Hernando-DeSoto Bridge, which crossed the north end of the airport runway. In the early 1980s, construction of the Mud Island park complex began. Residential development began in the late 1980s, with a rapid increase in the 1990s and 2000s with construction of the planned Harbor Town residential community. The Harbor Town marina began operation in the early 1990s.

Regulatory Research The Harbor discharges to the Mississippi River at River Mile 736. The Mississippi River (24.9 miles along Shelby County) and Wolf River Harbor are listed on the Tennessee Department of Environment and Conservations (TDEC) Division of Water Pollution Control (DWPC) Final Version Year 2010 303(d) List of impaired due to: mercury (from atmospheric deposition); polychlorinated biphenyls (PCBs), dioxin, and chlordane (contaminated sediment and from sources outside the State jurisdiction or borders); and physical substrate habitat alterations. The Mississippi River and Wolf River Harbor are Category 5 (one or more uses impaired) with a fishing advisory (originally due to chlordane).

Regulatory research identified nine facilities along the east shoreline and several within one- quarter mile with permitted storm water and/or non-contact cooling water discharges directly to the Harbor under Tennessee Multi-Sector General Permits and/or Individual National Pollutant Discharge Elimination System permits. Additionally, Aquatic Resource Alteration Permits have been issued for the area around the subject property in support of erosion prevention and sediment control, emergency repairs to storm water culverts, and construction. TDEC DWPC files did not contain information suggesting releases, discharges, or significant areas of noncompliance indicative of releases or discharges of hazardous substances or petroleum products to the Harbor from adjoining properties.

Regulatory research also identified several properties within 1 mile of the Harbor with (current and historical) records of reported releases, soil and groundwater contamination, hazardous waste generation, and registered and leaking underground storage tanks. Because shallow groundwater in the downtown area and the surface water of the Harbor are expected to interact, groundwater contamination at those facilities has the potential to have migrated to the subject property.

Releases reported through the U.S. Coast Guard National Response Center (NRC) and Emergency Response Notification System (ERNS) indicate that gasoline (unleaded), diesel fuel, and oil have been released to the Wolf River Harbor over the past two decades; three releases of petroleum were reported in 2011. Historically, petroleum has been released from vessels through equipment failures, operations failures, or sinking. Petroleum is lighter than water and can typically be recovered using absorbent booms floating on the water. Information in the NRC and ERNS reports did not consistently identify what corrective actions were taken and/or whether the spills were contained and petroleum was recovered. In addition, the Mississippi River and/or Wolf River Harbor likely received releases and discharges from facilities and/or vessels that occurred prior to promulgation and enforcement of environmental regulations (from the late 1700s to the early 1970s) requiring remedial/corrective action.

Environmental Professional Opinion This Phase I ESA has identified historical recognized environmental conditions, recognized environmental conditions, and business environmental risks associated with the subject property, as follows.

The Phase I ESA revealed a long commercial and industrial history of the properties that adjoin the Harbor, with multiple releases to soil and groundwater at several surrounding area sites (within 1 mile) in Uptown and Downtown Memphis. Contaminants are expected to have been released to the Harbor through storm water runoff (both overland and through underground

drainage features) and/or groundwater discharge; examples of such discharges are bulleted below.

• Petroleum products and hazardous substances have been discharged from parking lots and pavement around industrial facilities, roads, and lots in Uptown and Downtown Memphis and on Mud Island.

• Petroleum products have been discharged from automobile repair garages, junk yards, and machine shops in Uptown and Downtown Memphis. • Releases of solvents detected in groundwater at the Pyramid Arena, Old Cummins Diesel, Firestone, Uptown Memphis Blocks 51/52, Uptown Mixed-Use Center, Levee Auto Parts, and Metal Manufacturing/Perl Co.

• Historical hardwood processing in the Uptown area may have included wood preserving. Coal tar (beginning in the 1840s) and chromated copper arsenate and pentachlorophenol (beginning in the mid-1930s) were commonly used wood preservatives.

• A coal tar plant that was later converted to a manufactured gas plant that used and stored bulk quantities of fuel oil was at the location of the current North Second Street Trolley Garage from the late 1890s to the early 1930s.

Past releases of hazardous substances and petroleum products to the Harbor represent a historical recognized environmental condition that remains a recognized environmental condition based on its categorization as an Impaired Water with use restrictions established by the State of Tennessee.

Information from the City of Memphis Public Works Department indicates that the sanitary sewer system within Downtown Memphis overflows multiple times each year. The Gayoso Bayou and Marble Bayou drainage basins collect sanitary sewer overflow and discharges it (untreated) to the Wolf River Harbor. The discharge of sanitary sewage (which may include industrial process wastewater) or overflow into the Harbor represents a recognized environmental condition.

The continued industrial uses of properties along the east Wolf River Harbor shoreline and presence of vessels carrying bulk quantities of hazardous substances and petroleum products poses a material threat of release to the Harbor via spills, storm water discharge, and groundwater migration that is considered a recognized environmental condition. In addition, barge loading and offloading at the grain and concrete terminals may pose an inhalation risk from fugitive dust emissions.

The potential business environmental risk associated with past releases and threat of releases of hazardous substances, petroleum products, and/or sanitary sewage with respect to the planned future use of the Harbor may be mitigated and/or addressed considering the following.

• Neither the Harbor nor the Mississippi River is used as a drinking water source and there are no surface water intakes in the Memphis area that supply public water.

• Limiting recreational activities to meet restrictions established by the State of Tennessee.

• Establish actual site conditions through Phase II ESA surface water and sediment sampling, followed by risk assessments to determine feasible uses and establish necessary precautions, limitations, and response actions for each planned use/activity/population.

Data Failure and Data Gaps According to ASTM E 1527-05, Section 8.3.2, all obvious uses of the subject property shall be identified from the present, back to the property’s first developed use, or back to 1940, whichever is earlier. Standard historical sources that were reasonably ascertainable and likely to be useful and other historical sources were reviewed as part of this Phase I ESA. The 1858 City of Memphis (Rucker) map, EnSafe’s earliest historical source obtained for this Phase I ESA, shows the layout of Downtown Memphis, tracts of land in Uptown Memphis, and configuration of the Mississippi River and Wolf River. The city of Memphis was founded in 1819 and incorporated in 1826. The subject property’s location adjacent to Uptown and Downtown suggests prior commercial development is likely; therefore, a data failure has occurred. Although sufficient information was obtained to identify general past uses of the adjoining and surrounding properties, the data failure is considered a data gap that may have limited EnSafe’s ability to identify recognized environmental conditions.

The following limitations and exceptions noted during EnSafe’s Phase I ESA are considered data gaps that may have limited EnSafe’s ability to identify recognized environmental conditions.

• The inability to interview a key site manager or current or former owners, operators, and employees of commercial and industrial facilities

• Prior to 1960, the subject property was the main channel of the Wolf River, which was the receiving water for domestic and industrial wastewaters that may have impacted the area. The standard ASTM minimum search distances do not include all potential sources of petroleum products or hazardous materials that could have been discharged or release to the Wolf River prior to 1960.

• The 200+-year history of Memphis and its commercial and industrial occupants along the Mississippi River, Wolf River, and Wolf River Harbor combined with the length of the corridor layout of the subject property limited EnSafe’s ability to obtain and/or review all publicly available and reasonably ascertainable information.

• Vegetation covering the shores of the Harbor may have limited observing evidence of releases, such as staining or buried items.

• The sediment underlying the Harbor was obscured by the opacity of the water.

PHASE II ENVIRONMENTAL SITE ASSESSMENT The following summarize what specific activities a Phase II ESA of the subject property may entail based on the Phase I ESA findings; corresponding cost estimates and timeframes for conducting the Phase II ESA are included.

Work Plan ...... $5,600

Additional Site Research (two weeks) ...... $3,500 Conduct additional site research and records review to determine if additional data is available for the Harbor, including:

• Sediment data collected in support of maintenance dredging for the Harbor’s main channel, Memphis Yacht Club and Harbor Town marinas, and terminals along the eastern Harbor shore;

• Surface water data for total maximum daily load calculation from the TDEC DWPC and surface water data from other sources including U.S. Fish and Wildlife and/or other agencies;

• Fish-tissue sample data that may have been collected by the TDEC DWPC, U.S. Fish and Wildlife, and/or other agencies; and

• Review of information maintained by the City of Memphis regarding historical and current sanitary sewer and industrial wastewater management and treatment.

Stage 1: Sediment and Water Sampling ...... $32,000 Outfalls: Conduct sampling of sediment and surface water adjacent to historical storm water outfalls serving the Uptown and Downtown Memphis areas for chlordane, mercury, polynuclear aromatic hydrocarbons (PAHs), and PCBs.

Water Quality Assessment ...... $1,000 EnSafe recommends that the RDC request the City of Memphis storm water department conduct bacteriological sampling downstream of its storm water outfalls and prepare a water quality report conveying and interpreting the data. It is unknown if the City of Memphis will charge a fee to conduct the assessment; the $1,000 fee is for EnSafe’s review of City sampling documents/results.

Grid Sampling: Evaluate baseline conditions of the surface water and sediment quality within the Harbor by collecting surface water and sediment samples based on a coarse grid of 1,500 feet. Selected sampling sites will be adjusted as needed to target areas that have not been dredged within the last 10 years. Sediment sampling locations will be limited to areas where the depth of water is less than 15 feet to facilitate manual sampling methods. Sediment and surface grid samples will be analyzed for chlordane, mercury, PAHs, and PCBs.

Focused Sampling: Additional Stage 1 sampling may be proposed based on review of information and data as described above and/or based on the results of any City of Memphis Water Quality Assessment of the Harbor.

Follow-Up based on Results of Water Quality Assessment and Additional Research Stage 2: Sediment/Soil Sampling ...... $18,700 Conducting sediment/soil sampling, as necessary, from the shores of the Harbor in areas identified by additional information and data reviews that indicate a release of contaminants

may have occurred that impacts the quality of the surface water and sediment and/or impairs the future recreational use of the shoreline. Analyses will include metals, PAHs, and PCBs, with focus on any additional contaminants identified during Stage 1 or previous research.

Notes: This general cost estimate has been prepared for informational purposes only and has been prepared using rates and fees specific to EnSafe’s contract with the Shelby County Division of Planning and Development for the Wolf River Brownfields Assessment Project. An updated cost estimate should be prepared once a final scope of work is determined by all involved parties.