Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / environmental-diligence-summary.docx
environmental-diligence-summary.docx
High · 2
Medium · 1
Standard · 4
I. EXECUTIVE SUMMARY
Standard
⚑ Commercial term
I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H") was engaged by Crestline Packaging Solutions LLC ("Crestline" or "CPS") and its sponsor, Pinnacle River Capital Partners, LP ("Pinnacle River"), to review and analyze the Phase I Environmental Site Assessments (the "Phase I ESAs" or "Reports") prepared by Clearfield Environmental Consultants, Inc. ("Clearfield") for all eleven (11) outpatient clinic locations ope
II. SCOPE AND METHODOLOGY
II. SCOPE AND METHODOLOGY A. Engagement of Clearfield Environmental Consultants, Inc. Clearfield Environmental Consultants, Inc., a New York environmental consulting firm with offices at 225 West Jefferson Street, Suite 400, Syracuse, NY 13202, was engaged by Crestline at C&H's direction to conduct Phase I ESAs on all eleven LRHP clinic locations. Clearfield is a nationally recognized environmental consulting firm wi
1. Clearfield Report No. CE-2025-0411, Rochester Main, dated May 8, 2025
1. Clearfield Report No. CE-2025-0411, Rochester Main, dated May 8, 2025
2. Clearfield Report No. CE-2025-0412, Brighton, dated May 5, 2025
2. Clearfield Report No. CE-2025-0412, Brighton, dated May 5, 2025
3. Clearfield Report No. CE-2025-0413, Henrietta, dated May 6, 2025
3. Clearfield Report No. CE-2025-0413, Henrietta, dated May 6, 2025
4. Clearfield Report No. CE-2025-0414, Syracuse, dated May 12, 2025
4. Clearfield Report No. CE-2025-0414, Syracuse, dated May 12, 2025
5. Clearfield Report No. CE-2025-0415, Utica, dated May 9, 2025
5. Clearfield Report No. CE-2025-0415, Utica, dated May 9, 2025
6. Clearfield Report No. CE-2025-0416, Binghamtonhamton, dated May 14, 2025
6. Clearfield Report No. CE-2025-0416, Binghamtonhamton, dated May 14, 2025
7. Clearfield Report No. CE-2025-0417, Ithaca, dated May 13, 2025
7. Clearfield Report No. CE-2025-0417, Ithaca, dated May 13, 2025
8. Clearfield Report No. CE-2025-0418, Albany, dated May 15, 2025
8. Clearfield Report No. CE-2025-0418, Albany, dated May 15, 2025
9. Clearfield Report No. CE-2025-0419, Scranton, dated May 19, 2025
9. Clearfield Report No. CE-2025-0419, Scranton, dated May 19, 2025
10. Clearfield Report No. CE-2025-0420, Wilkes-Barre, dated May 20, 2025
10. Clearfield Report No. CE-2025-0420, Wilkes-Barre, dated May 20, 2025
11. Clearfield Report No. CE-2025-0421, Towanda, dated May 22, 2025
11. Clearfield Report No. CE-2025-0421, Towanda, dated May 22, 2025 Supplementary Documents: • Lease agreements for the nine leased properties, together with all amendments and estoppel certificates delivered in connection with the transaction • Property deeds and title commitment reports for the Rochester Main and Syracuse owned properties • LRHP's internal environmental compliance files, as produced in the electron
III. OVERVIEW OF SUBJECT PROPERTIES
Medium
⚑ Assignment / subcontracting
III. OVERVIEW OF SUBJECT PROPERTIES A. Property Classification Table The following table summarizes the eleven LRHP clinic locations that are the subject of this environmental due diligence review: Owned Properties: Two properties — Rochester Main and Syracuse — are owned in fee simple by LRHP. Under the APA, Crestline will acquire title to these properties through the conveyance of warranty deeds. The aggregate appr
IV. FINDINGS — OWNED PROPERTIES
IV. FINDINGS — OWNED PROPERTIES A. Rochester Main Facility — 450 East Ridge Road, Rochester, NY 14621
1. Site History and Current Use
1. Site History and Current Use The Rochester Main facility is located at 450 East Ridge Road in the Town of Irondequoit, Monroe County, New York. The property consists of a two-story, approximately 42,500 square-foot masonry and steel-framed commercial building situated on a 2.8-acre parcel. The building was originally constructed in 1968 and has been subject to several renovations, including a significant interior
2. Environmental Database Review
2. Environmental Database Review Clearfield's review of federal and state environmental databases yielded the following results for the Rochester Main property and surrounding area: Subject Property Listings: • The subject property was identified in the NYS DEC Petroleum Bulk Storage ("PBS") database under Facility No. 2-600215, with a notation of one (1) 1,000-gallon underground heating oil tank. The registration st
3. Recognized Environmental Conditions
3. Recognized Environmental Conditions Clearfield identified one (1) REC at the Rochester Main property: REC — Former Underground Storage Tank (UST): The documented historical presence of a 1,000-gallon underground heating oil tank on the western portion of the parcel, for which no closure documentation, tank removal records, or soil confirmation sampling results could be located, constitutes a REC under ASTM E1527-2
4. Controlled and Historical RECs
4. Controlled and Historical RECs Clearfield did not identify any CRECs or HRECs at the Rochester Main property.
5. De Minimis and Other Conditions
Standard
⚑ Commercial term
5. De Minimis and Other Conditions Clearfield noted the following de minimis conditions at the Rochester Main facility: • Minor pavement staining: Light petroleum staining was observed on the asphalt pavement in the vicinity of the emergency generator (a 250 kW diesel-fueled Camberwell Holdings unit located on a concrete pad on the northeast side of the building). The staining appeared consistent with minor drips dur
6. Medical/Pharmaceutical Waste Compliance
6. Medical/Pharmaceutical Waste Compliance Based on our review of documentation produced by LRHP and observations noted in the Phase I ESA, the Rochester Main facility's medical waste management program appears to be generally well-organized, with the following observations: • Regulated medical waste is segregated into sharps containers, red biohazard bags, and other appropriate containers throughout the clinic. A ce
7. Assessment Conclusion (Rochester Main)
7. Assessment Conclusion (Rochester Main) Based on its assessment, Clearfield concluded that one REC was identified at the Rochester Main property — the undocumented former UST on the western portion of the parcel — and recommended a Phase II ESA consisting of geophysical survey (ground-penetrating radar) and targeted subsurface soil and groundwater sampling in the area of the former UST to evaluate whether a release
1. Site History and Current Use
1. Site History and Current Use The Syracuse facility is located at 1820 South Salina Street in the City of Syracuse, Onondaga County, New York. The property consists of a one-and-one-half story, approximately 28,600 square-foot masonry commercial building situated on a 1.6-acre parcel. The building was originally constructed in 1972 and has undergone moderate renovations, most recently in 2017 when LRHP acquired the
2. Environmental Database Review
2. Environmental Database Review Clearfield's review of federal and state environmental databases yielded the following results for the Syracuse property and surrounding area: Subject Property Listings: • The subject property was not identified in any federal or state environmental database, including CERCLIS/SEMS, NPL, RCRA, ERNS, NYS DEC Spills, or NYS Bulk Storage databases. The property does appear in the RCRA ve
3. Recognized Environmental Conditions
3. Recognized Environmental Conditions Clearfield did not identify any RECs at the Syracuse property. While the adjacent former gasoline service station is noteworthy, the fact that it was investigated and remediated under NYS DEC oversight and received a formal closure determination in 2009 provides a reasonable basis for concluding that it does not represent an ongoing threat to the subject property. Clearfield cla
4. Controlled and Historical RECs
4. Controlled and Historical RECs Clearfield identified one (1) HREC at the Syracuse property: HREC — Adjacent Former Gasoline Station (NYS DEC Spill No. 0406721): The petroleum release at the former gasoline station on the adjacent parcel to the north (1842 South Salina Street) constitutes a past recognized environmental condition that has been addressed to the satisfaction of the applicable regulatory authority. Th
5. De Minimis and Other Conditions
Standard
⚑ Commercial term
5. De Minimis and Other Conditions Clearfield noted the following de minimis conditions at the Syracuse facility: • Floor tiles: Vinyl floor tiles (12-inch-by-12-inch) presumed to contain asbestos were observed in the original mechanical room and utility corridor (approximately 1,200 square feet). The tiles were in non-friable, intact condition. The same recommendations noted for the Rochester Main facility apply her
6. Medical/Pharmaceutical Waste Compliance
6. Medical/Pharmaceutical Waste Compliance The Syracuse facility's medical waste management program is consistent with the enterprise-wide program described for the Rochester Main facility, with the following site-specific observations: • Medical waste is managed under the Stericycle contract with pick-up occurring twice weekly. Manifests reviewed for 2024 appear complete. • Pharmaceutical waste management at this lo
7. Assessment Conclusion (Syracuse)
High
⚑ Indemnity / guarantee obligation
7. Assessment Conclusion (Syracuse) Based on its assessment, Clearfield concluded that no RECs were identified at the Syracuse property. One HREC was identified relating to the adjacent former gasoline station, which has been remediated and closed by the NYS DEC. Minor de minimis conditions were noted. Clearfield assigned an overall risk rating of Low to this property. C&H concurs with Clearfield's assessment. The ab
V. FINDINGS — LEASED PROPERTIES (NEW YORK)
High
⚑ Indemnity / guarantee obligation
V. FINDINGS — LEASED PROPERTIES (NEW YORK) A. Brighton Facility — 2100 South Clinton Avenue, Brighton, NY 14618 The Brighton facility is located at 2100 South Clinton Avenue in the Town of Brighton, Monroe County, New York. The property is leased from Brighton Medical Plaza Associates, LLC under a commercial lease agreement dated March 1, 2014, with a current term extending through February 28, 2029, and one five-yea
VI. FINDINGS — LEASED PROPERTIES (PENNSYLVANIA)
Standard
⚑ Commercial term
VI. FINDINGS — LEASED PROPERTIES (PENNSYLVANIA) A. Scranton Facility — 230 Adams Avenue, Suite 100, Scranton, PA 18503 The Scranton facility is located at 230 Adams Avenue, Suite 100, in the City of Scranton, Lackawanna County, Pennsylvania. The PA Department of Health Facility License is OPC-20140892 and the CMS Certification Number is 39-6011. The property is leased from Adams Avenue Partners, LP under a commercial