Georgia Environmental Conference A Case Study in Brownfield Development – Ponce City Market

John C. Spinrad, Partner

Ponce City Market

© 2014. Arnall Golden Gregory LLP 2 ’s Most Iconic Redevelopment

§ Jamestown, the owner of Ponce City Market, is restoring 1.1 million square feet of the historic Sears, Roebuck & Company building, creating a vibrant urban centerpiece that combines:

– Retail and Restaurants

350,000 square feet

– Office Space

517,000 square feet

– Residential Flats 259 units

© 2014. Arnall Golden Gregory LLP 3 Retail and Restaurants

350,000 Square Feet § promises to be the premiere Southeast Food destination with chef-driven dine-in restaurants and grab-and-go market stalls § The retail space includes men’s and women’s fashion, home décor and leisure retailers and sporting goods vendors

© 2014. Arnall Golden Gregory LLP 4 Office Space

517,000 Square Feet § Ponce City Market is one of several developments in Atlanta that has been approved for the Georgia Opportunity Zone. § The Opportunity allows new or existing businesses who hire at least two employees to qualify for a state tax credit of $3,500 for each new job it creates.

© 2014. Arnall Golden Gregory LLP 5 Residential Flats

259 Units § The evolution of Ponce City Market connects residents to the best neighborhoods, offices, retail, and cultural scenery in the city by way of a pedestrian network, green city spaces and access to the already accessible and future Atlanta BeltLine trails.

© 2014. Arnall Golden Gregory LLP 6 History Original Construction

§ Originally constructed by Sears in 1926 on the site of the former Ponce de Leon Amusement Park, the iconic structure remains the largest brick building in the Southeast United States.

§ For decades, the department store and regional distribution center served as a center of commerce for Atlanta, flanked by freight and trolley lines, and the Atlanta Crackers baseball field.

© 2014. Arnall Golden Gregory LLP 8 1991-2010

§ After Sears closed the retail store in 1979, followed by warehouse operations in the late 1980s, the City of Atlanta purchased the building for administrative offices in 1991 and partially occupied the space until mid-2010.

§ Jamestown acquired the property in 2011 with plans to capitalize on the ideal location with a mixed- use, community focused development.

© 2014. Arnall Golden Gregory LLP 9 Timeline

§ Interior Demolition – October 2011 through June 2012 § Parking Deck Demo – February 2012 through June 2012 § Exterior Shell Repair – began May 2012. Phase almost complete. – Brick tuck‐pointing, window repair/reglazing, etc. § Marketing Center Grand Opening – Summer 2012 § Dancing Goats – August 2012 § Site work – July 2012 through August 2013 – Begins with plaza foundations and construction § Service Building Construction – Began October 2012 – Tenant Improvements to occur late 2013 through 2014 – Suzuki School and Binders Art Supplies and Frames to open fall 2014 § Main Building Construction – October 2012 through middle-2014 – Retail & Office Tenant Improvements to occur early 2014 and continue § Residential Marketing Center – Spring 2014 § Residential Move‐In – Move-ins begin fall 2014 § Opening – Begins fall 2014

© 2014. Arnall Golden Gregory LLP 10 Preservation

§ Ponce City Market reflects the authenticity of the historic structure and the surrounding neighborhoods, returning the building to its prominence as a thriving landmark in the Southeast

© 2014. Arnall Golden Gregory LLP 11 Preservation

§ The redevelopment focuses on preserving the building's historic character, environmental sustainability and its connection with the community.

© 2014. Arnall Golden Gregory LLP 12 Challenges and Solutions Environmental Team

§ Jamestown

§ Silverman (construction manager)

§ Gay Construction and Subcontractors

§ Environmental Consultants: – AMEC: Assessment and site remediation – NOVA: Lead paint and asbestos

– Environ: Risk assessment and vapor mitigation.

§ Arnall Golden Gregory LLP

© 2014. Arnall Golden Gregory LLP 14 Environmental Challenges

§ Property is built on the Ponce de Leon Spring. It is the low point on Ponce, from both directions.

§ Regional groundwater contamination migrating onto the property from both sides of Ponce – former manufacturing operations (e.g. Ford factory), numerous dry cleaners, etc.

§ Former service station used by Sears and the City.

§ Miscellaneous tanks, contaminated fill, dewatering issues.

© 2014. Arnall Golden Gregory LLP 15 Indoor Issues

§ Asbestos – present throughout the buildings

§ Lead paint – used throughout the buildings

§ Sand – Used under wood floors present in non-residential spaces § Risk of vapor intrusion

© 2014. Arnall Golden Gregory LLP 16 Solutions

§ Fully assess the property, inside and out § Apply to the Georgia Brownfield Program to address subsurface issues, and to obtain Brownfield tax credit § Abate or encapsulate lead and asbestos – hundreds of workers abated ACM and LBP for months – 65,000 panes of glass from the historic structure were removed, abated and restored § Perform risk assessments to determine residual risk – Remaining ACM, LBP & sand addressed with O&M programs – Residual VI risk addressed through mitigation system

© 2014. Arnall Golden Gregory LLP 17 Green Benefits

Thousands of tons of materials are being recycled or reused for this site. Result: The reuse alone is equivalent to saving 1,198,050,000 MBTUs total energy from the existing building (instead of constructing the same amount of new space). That equals 10,417,826 gallons of gasoline, or 12,501 trips around the equator at 30 mpg.

Highly-efficient HVAC system with variable-speed, water-source heat pumps.

Sub-metered electrical panels to manage and measure tenant energy use. This allows tenants to measure effects of personal efficient lighting and equipment programs; employees may also participate and measure energy conserving practices. Fully-restored, original steel-frame windows create a tight envelope and minimize heating and cooling costs. Result: Targeted energy savings above minimum code is 10% to 15%--an impressive feat in a 90-year-old building.

State-of-the-art recycling stations.

© 2014. Arnall Golden Gregory LLP 18 Green Benefits (cont’d)

Waterless urinals and low-flow fixtures. Result: Saving 1,000,000 gallons annually.

Energy-saving, LED lighting.

Green cleaning materials and equipment Result: Healthier air and water for employees, tenants and visitors.

Electric charging stations and preferred parking for low-emission vehicles. Also, bicycle valet services, along with changing facilities and showers to encourage alternative commuting options. Result: If only 10% of users arrive by bicycle or on foot, there would be 1,000+ cyclists and pedestrians clean-commuting to Ponce daily.

Recaptured rainwater and reclaimed water for site irrigation. Result: 50% reduction in site water use.

© 2014. Arnall Golden Gregory LLP 19

For more information:

John C. Spinrad, Partner Arnall Golden Gregory LLP 404.873.8666 [email protected]

All rights reserved. This presentation is intended to provide general information on various regulatory and legal issues. It is NOT intended to serve as legal advice or counsel on any particular situation or circumstance.

© 2014. Arnall Golden Gregory LLP