The Event

Sustainable Property Transactions: Reconfiguring the Business of Contaminated Site Redevelopments
[October 28, 1969 - October 30, 1969]

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DAY ONE October 28, 2009

7:30 - 8:15 Registration and Continental Breakfast

8:15 - 8:30 Conference Overview and Objectives
Dean Jeffery Telego, Conference Chairman & President, Risk Management Technologies, Inc.  & RTM Communications, Inc.

8:30 – 9:00 Insider’s Perspective on the Challenges and Opportunities of Divesting Non-Performing Industrial Properties
• Corporate strategy and tools for dealing with legacy industrial properties
• Refining the liability management strategy, repositioning the asset/liability, determining realistic pricing
• Industry challenges to avoiding comebacks and long-term stewardship issues
• Applying sustainable development to performing and non performing assets
• Implementing creative deal structuring during credit/liquidity crisis
Chris Olson, Senior Consultant, Land Asset Management, ENTRIX

9:00 – 9:45 Challenges and Strategies Facing Public/Private Financing of Contaminated Property Transactions in a Downturned Economy--A National Perspective
• EPA brownfield program reauthorization
• Opportunities from America Recovery & Reinvestment Act for the brownfield market
• Update on the Brownfields Legislative Agenda/Coalition
• Energy efficiency tax incentives and rehab tax
Charles Bartsch, Vice President, ICF International

9:45 – 10:15 Surviving the Liquidity and Credit Market Crisis and Succeeding in Business and Real Estate Cycles
• Emerging transactional and real estate trends in the brownfield redevelopment market
• Acquisition, remediation, sustainable redevelopment and risk management of environmentally challenged properties—Ingersoll Rand divestiture of Schlage Lock
• Restructuring the deal, acquisition criteria and due diligence
• Property evaluation, pre-development options, site planning, entitlement scheduling
• Mitigating or avoiding environmental and market risks–“The Hairy Deals”
• Accounting for sustainable green and LEED certifications during the redevelopment life cycle
• Engaging in alternative deal structures and public/private partnerships
Mary Hashem, Co-Founder, Brownfield Partners and Market Street Investors

10:15 - 10:30 BREAK Refreshments Courtesy of TRC Companies, Inc.
A chance to network and review exhibits
 
10:30 – 11:45 U.S. Supreme Court Decisions Affecting Business and Real Estate Transactions and the Superfund Practice
• Post-Burlington Northern, Atlantic Research Corp. and Aviall decisions and their implications for landowners of contaminated property
• Precedent-setting decisions may affect future CERCLA defense strategies for “arranger” and Joint and Several liability
• What is the harm that is divisible (contamination or costs) and what is the impact on site cleanup and cost recovery litigation?
• What level of evidence is necessary to support a reasonable basis for apportionment or “an allocation” of liability?
• Implications of these decisions for landowners of contaminated property
Stephen McKae, Partner, Wendel, Rosen & Dean, LLP
Laurence S. Kirsch, Partner, Goodwin Procter, LLP
Lawrence Schnapf, Attorney, Schulte Roth & Zabel
Karl Bourdeau, Principal, Beveridge & Diamond, P.C. (Moderator)

11:45 – 12:15 EPA Enforcement Priorities Influencing Brownfield Transactions and Redevelopments
• Measuring the effectiveness of EPA’s national and regional enforcement initiatives
• Tracking post-construction completion activities, financial assurance and SEPs
• Model agreements aimed at resolving brownfield liability issues
• Integrating sustainability at brownfield sites
• EPA grants, sustainability pilots and ER3 initiatives, benefits of sustainable design/remediation
• Addressing long-term stewardship issues at hazardous waste sites
Marie Rongone, Supervisor, Hazardous Waste Branch, Office of Regional Counsel, USEPA Region IX

LUNCHEON Hosted by Holland & Knight, LLP, GZA GeoEnvironmental, Inc., BNA Environmental Due Diligence Guide and Environmental Liability Transfer, Inc.

12:15 - 1:45 Sustainable Development/Brownfield Reforms Affect on Real Estate Transactions in California
Stewart Black, Deputy Director( Acting), Department of Toxic Substances Control, Brownfields and Environmental Restoration Program
Jennifer Hernandez, Partner, Holland and Knight LLP

1:45:- 2:45 Economic Revitalization of Former Schlage Lock Factory and Southern Pacific Railroad Site
• Evolution of Visitacion Valley Project, a mixed use urban community from a former brownfield site
• Undertaking public participation plan, remedial action plan, demolition and site cleanup
• Constructing public/private financing entitlements and sustainable redevelopment plan
Mary Hashem, Co-Founder, Brownfield Partners, LLC 
Jonathan Scharfman, Land Development Director, Universal Paragon Corporation
Barbara Cook, Chief of Site Mitigation and Brownfield Reuse Branch, Department of Toxic Substance Control, Cal EPA
Tom Evans, Lead Planner, San Francisco Redevelopment Agency
 
2:45 - 3:15 Environmental Risk Management Strategies for Commercial/Industrial Brownfield Development Projects—National Developer Perspective 
•Life of a deal, initial feasibility analysis, budgeting for uncertainties 
•Due diligence investigations, approvals, entitlements, land development interests 
•Structuring the transaction, removing contingent liabilities 
•Exploring brownfield incentive programs/buy-in from regulators 
•Underwriting/manuscripting coverages and structuring a comprehensive financial assurance program 
•Integrating sustainable development in major development projects
Guillermo (Willy) Accame, Environmental Director, Panattoni Development Company, Inc.

3:15 - 3:30 BREAK Refreshments Courtesy of BNA-EDDG
A chance to network and review exhibits

3:30 – 4:00 Liability Risk Transfer Options at Retail Gas Stations 
•Selling portfolio of retail gas stations and the environmental due diligence involved 
•Pre- and post-sale legal and environmental risk management techniques 
•Risk-sharing mechanisms to enable asset sales 
•Factors that influence liability risk transfer options
James T. Schaeffer, Site Transfer Coordinator, BP/Atlantic Richfield Company

4:00 – 4:30 Tying Together Liability Transfer and Transaction Strategies with Green Uses and Technologies
• Exit Strategy Program solutions that expedite sustainable redevelopment
• Blending fixed price remediation and liability transfer mechanisms for complex utility projects
Cynthia Retallick, Senior Vice President, TRC Companies, Inc.

4:30 – 5:45 The Intersection of Bankruptcy  with Environmental Claims
• Elements of Bankruptcy Code utilizing Chapter 11
• Government regulators perspective on what happens to environmental protection obligations/financial assurance
• Managing environmental exposures for bankruptcy receivers
• Debt and lender perspectives in recent cases involving chemical and mining companies
• Transferring legacy liabilities to spin-off companies, role of environmental insurance
• Issues of successor liability and Section 363 sales
• Rejection of leases and abandonment issues imposed on trustees
Joel M. Gross, Partner, Arnold & Porter, LLP and former Chief of Environmental Enforcement Section, Department of Justice
Walter Lohmann, Jr., Partner, Kirkland & Ellis, LLP
Lawrence Schnapf, Special Counsel, Schulte, Roth & Zabel

5:45 - 7:15 RECEPTION Hosted by TRC Companies, Inc. and Environmental Data Resources, Inc. (EDR)
 
DAY TWO October 29, 2009

8:15 – 8:45 State of Real Estate Industry, Capital Markets and Due Diligence Trends
• Credit Crunch, current business environment and economic market metrics
• Commercial real estate market fundamentals and trends
• Latest trends in commercial real estate lending and loan losses/distressed asset deals
• Web-based tools to fundamentally change the way contaminated property is managed
• Changing standards to underwriting collateral risk/environmental business risk
Dianne Crocker, Managing Director, Market Research, EDR, Inc.

8:45 – 9:15 State of Environmental Insurance Marketplace
• Companies, capacity, underwriting discipline
• Types of products from PLL to blended finite coverages
• New product development, web-based green products, combination policy forms
• Emerging environmental exposures, climate change/carbon risk
Richard Corbett, President & CEO, XL Insurance

9:15 – 10:15 Restructuring Due Diligence for Workouts, Foreclosures and Other Distressed Corporate and Government Assets
• Market environment, lender implications, distressed asset sales, environmentally challenged loans
• Trends in the financing/refinancing of market asset based lending, de-leveraging, rising defaults
• Due diligence for acquisition of distressed loans
• Foreclosure due diligence; extracting value from business and real estate transactions
• Credit crunch and brownfield issues facing local governments
• Impact of climate change risk/GHG emissions on due diligence
• Changing scope of lender due diligence
Richard Belyea, Vice President, Environmental, Comerica Bank
Mary Schulz, Vice President, Environmental Risk, GE Capital Solutions
Guillermo (Willy) Accame, Environmental Director, Panattoni Development Company, Inc.
Vince Yarina, Associate, Langan Engineering and Environmental Services, Inc.
Lawrence Schnapf, Attorney, Schulte Roth & Zabel (Moderator)

10:15 – 10:30 BREAK Refreshments Courtesy of Holland & Knight
A chance to network and review exhibits

10:30 – 11:15 Strategies to Pursue Sustainable Brownfield Redevelopment: The City of Stockton, CA
• Highlights of the City of Stockton’s brownfield redevelopment program, including an overview of the city’s successful multiyear waterfront redevelopment efforts
• Overview of the strategies, techniques and technologies employed in supporting the City of Stockton’s Brownfield efforts
• Brownfield development funding strategies, including leveraging the Polanco Redevelopment Act (AB 3193, Chapter 1113, Statutes of 1990, Polanco)
• How the City of Stockton is using EDR Sanborn ®Direct , a first-ever technological enhancement to the Sanborn Fire Insurance Maps
• Environmental Professional’s perspective on the challenges and opportunities in supporting a City’s brownfield redevelopment efforts
Ava Langston-Kenney, Brownfield Program Manager, City of Stockton
Jon Walker, Vice President, Commercial Real Estate Services, Environmental Data Resources, Inc. (EDR)
David Dixon, Senior Associate, Treadwell & Rollo

11:15 – 11:45 Sustainable Remedial Efforts as Part of LEED Silver Brownfield Development Project
• Remedial plan, Former Unilever Research & Development Center, incorporates sustainable principles
• Feasibility Study in-situ solidification/stabilization, treating soils on-site for on-site reuse
• Subslab depressurization system to prevent vapor intrusion
• Reducing electricity usage through Air Logics air monitoring system
David M. Winslow, Associate Principal, GZA GeoEnvironmental, Inc.

LUNCHEON Hosted by CETCO, EnviroFinance Group, P&L Investments, LLC & Risk Management Technologies, Inc.
11:45 - 1:30 East/West Coast Perspectives: How Sustainability is Affecting Commercial Real Estate and Brownfield Redevelopments
Jennifer Hernandez, Partner, Holland & Knight LLP
Amy Edwards, Partner, Holland & Knight LLP

1:30 – 2:15 Environmental Liability Acquisition and Redevelopment of Corporate Real Property
• Holistic approach to evaluating property conditions, transaction structure and liability issues
• Integrating acquisition, remediation, redevelopment and sale leaseback on acquisitions
• Drafting underlying remediation contracts and maximizing balance sheet tax benefits
• Guaranteed fixed price remediation and liability transfer programs for contaminated sites (case studies)
Randall Jostes, CEO and President, Environmental Liability Transfer, Inc.
Mark Knaack, Business Development Manager, Burns & McDonnell

2:15 – 2:45 Reforming the World: How Sustainable Projects are Built
• The BIMSTORM (how to use it for brownfield projects)
• Advanced techniques for cloud computing; “new era” affecting green professionals
• Sustainable development projects, Marina Gateway—from dump site to classy hotel
Richard G. Opper, Partner, Opper & Varco, LLP

2:45 – 3:30 Building Energy Performance Disclosure and Monetizing Carbon Assets in Business and Commercial Real Estate Transactions
• New ASTM Task Group on energy consumption to determine building energy efficiencies/conservation
• CMP Green building underwriting standards and Green Value Score and LEED, ENERGYSTAR, Climate Neutral, etc.
• Economic benefits of monetizing GHG emission reductions for real estate transactions
• Value creation drivers, tiered project financing approach, carbon asset monetization process
• State tax credits and deductions, grants for renewable energy technologies/credits
Anthony J. Buonicore, Chairman, Buonicore Group and Buonicore Partners and Chair, ASTM Task Group E50.02.08
Mark J. Bennett, Senior Counsel, Climate Change Practice Leader, Miller Canfield
Amy Edwards, Partner, Holland & Knight LLP (Moderator) 

3:30 – 3:45 BREAK Refreshments Courtesy of GZA GeoEnvironmental & Environmental Liabilities Transfers (ELT).
A chance to network and review exhibits

3:45 – 4:30 Tools and Techniques for Integrating Sustainable Design and Remediation Principles, Practices and Metrics into Site Cleanup Projects and Renewable Energy Technologies
• Incorporating sustainable design into remediation projects
• Incorporating sustainability concepts and indicators in remedial decision-making activities
• Using sustainability assessment tools to measure environmental footprint, resource consumption and occupational risk
• Case studies demonstrating sustainable designs incorporating efficiency, maintainability and value through LEED, certifiable designs, performance contracting, life cycle cost analysis, energy audits, etc.
• Sustainable Remediation Forum (SURF)—process, direction and white paper
• Differentiating green remediation and sustainable remediation practices
• Siting renewable energy technologies
Curtis C. Stanley, Senior Principal Consultant and Global Discipline Leader, Shell Global Solutions, Inc.
Michael Gill, Superfund Technical Liasion, Superfund Division, US EPA Region IX, (invited)
David Harnish, Manager, Environmental Remediation, PG&E

4:30 – 6:00 Financing Perspectives on Brownfield Transactions, Tapping Environmental Capital
• Bracketing the risk, performing complete due diligence
• Negotiating and enforcing agreements/indemnities
• Debt/bridge and mezzanine financings for land/building acquisitions, remediation cleanup costs, construction, pre-development expenses, etc.
• New developments in structuring equity and debt financing for brownfield projects
• Working cooperatively with regulators, municipalities, and communities, using tax incentives/grants
Craig Carbrey, President & CEO, EnviroFinance Group
Pete Pedersen, Managing Principal , Renvona Partners, LLC
Gary J. Silversmith, President, P&L Investments, LLC
Dean Jeffery Telego, Executive Co-Director, Environmental Bankers Association

DAY THREE October 30, 2009

SESSION IN FOCUS
VAPOR INTRUSION AFFECTING SITE REMEDIATION AND REDEVELOPEMENT PROJECTS
All types of sites can be affected by vapor intrusion (VI), especially those that have petroleum or solvent related contamination. Brownfield sites are logical candidates for VI based on their history of former commercial and industrial use affecting soils and ground water. Whether you are an environmental professional, prospective buyer/developer, seller, site owner, lender or insurer, virtually all stakeholders in a real property transaction can be adversely affected by vapor intrusion problems. With most state voluntary cleanup programs using risk-based cleanup standards and institutional controls, it is important that responsible parties and their consultants involved in site investigation, cleanup and redevelopment consider vapor intrusion pathways. One of the challenges to the use of risk-based cleanups and institutional controls is vapor intrusion reopening once - closed sites. So how widespread is the vapor intrusion exposure and are Phase I consultants using the new ASTM E 2600 standard? Does the ASTM 2600 standard undermine the ASTM Phase I E 1527-05 standard? Does the ASTM VI standard establish vapor mitigation determinations based on presumptions?
This vapor intrusion session in focus will address these questions and cover the following: 1) industry standards and practices such as the ASTM standard for VI assessments for real estate transactions, 2) the tiers for screening and assessing site conditions, methods and modeling VI pathways at petroleum and chlorinated solvent sites, 3) the effective use of remedial alternatives against sites contaminated by chlorinated VOCs and the mitigation systems/barriers currently in use and 4) case law and recent litigation affecting buyers, sellers and environmental consultants performing the investigations and site cleanups.

8:30 - 9:30 The Applicability of ASTM Vapor Intrusion (VI) Standard for Real Estate Transactions 
•Screening method as part of the environmental site assessment process 
•Developing a sound and defensible technical standard 
•Multi-tier protocol for assessing potential for VI exposure 
•National survey results on Phase I consultants using the new ASTM E 2600 
•Does ASTM VI Standard establish vapor mitigation determinations based on presumptions?
Anthony J. Buonicore, Chairman, Buonicore Group and Buonicore Partners and Chairman of ASTM Task Group E50.02.08
Laurence S. Kirsch, Partner, Goodwin Procter, LLP
Lawrence Schnapf, Attorney, Schulte Roth & Zabel
Edward L. Strohbehn, Jr., Partner, Bingham McCutchen, LLP
Richard Belyea, Vice President, Environmental, Comerica Bank
Dean Jeffery Telego, Executive Co-Director, Environmental Bankers Association

9:30 - 10:00 Screening, Evaluating, Remediating and Restoring Sites Affected by Vapor Intrusion 
•Accounting for the environmental factors, mitigation systems 
•Site specific modeling to screen out certain site conditions 
•Risk-based screening methods for indoor chemical vapors 
•Designing site investigations and remedial alternatives 
•Application of advanced techniques using risk-based targets 
Todd McAlary, Practice Leader Vapor Intrusion, GeoSyntec Consultants, Inc.

10:00 -10:15 BREAK Refreshments courtesy of Risk Management Technologies, Inc., and CETCO

10:15-10:45 Use of a Gas Vapor Barrier to Mitigate Subsurface Vapor Intrusion 
•Gas vapor barrier working with passive or active venting system 
•Types of gas vapor membranes, spray-applied or sheet-applied 
•Implementing engineered remedial and mitigation barriers, sediment and soil capping soil solidification and stabilization to meet federal, state or local standards 
•Case studies of applicable remediation technologies
Stacey Telesz, Technical Sales Manager, CETCO

10:45-11:45 Cutting Edge Case Law, Case Studies and Industry Perspectives on Vapor Intrusion
• Assessing and mitigating VI at petroleum and chlorinated solvent sites
• Industry observations about EPA and States’ VI guidance
• Strategies for vapor intrusion evaluation of legacy sites
• Legal and technical challenges involved in investigating and designing a VI mitigation system and making real time decisions for commercial transactions
• Landmark vapor intrusion case law and case studies featuring EPA and OSHA transactional and technical issues 
Lawrence Schnapf, Attorney, Schulte Roth & Zabel
Laurence S. Kirsch, Partner, Goodwin & Procter, LLP

11:45 – 12:00 Conference Summation
Dean Jeffery Telego, President, Risk Management Technologies, Inc.