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Contract analysis / environmental-report-summary-memo.docx
environmental-report-summary-memo.docx
1017-00009 · 14 clauses
High · 2 Medium · 1 Standard · 1
I. Purpose and Background Standard
⚑ Commercial term
I. Purpose and Background This memorandum summarizes the findings of the Phase I Environmental Site Assessment (the "Phase I ESA") prepared in connection with the proposed Agreement of Lease (the "Lease") between Greystone Metropolitan Realty LLC, a Delaware limited liability company (the "Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation and wholly owned subsidiary of Aurelius Global Media Group P
II. Identification of the Environmental Consultant
II. Identification of the Environmental Consultant The Phase I ESA was prepared by the following independent environmental consulting firm, retained by Calderwood & Harkness LLP on behalf of Aurelius: Greenfield Environmental Sciences LLC is a New York-based environmental consulting firm with extensive experience in environmental due diligence for commercial real estate transactions in the New York metropolitan area.
III. Property Description
III. Property Description The following summarizes the key physical and ownership attributes of the Building and the Premises as set forth in the Phase I ESA report and confirmed through independent due diligence: The Building is a steel-frame, curtain-wall construction Class A office tower situated on the west side of Seventh Avenue between West 51st Street and West 52nd Street in midtown Manhattan. The Building ach
IV. Scope of the Phase I ESA Medium
⚑ Liability cap to check against exposure
IV. Scope of the Phase I ESA The Phase I ESA was conducted by Greenfield Environmental Sciences LLC in accordance with the requirements of ASTM Standard E1527-21 and included the following components: A. Environmental Database Records Review. Greenfield conducted a comprehensive search of federal, state, and local environmental databases through Penrose Solutions ("EDR"), covering the subject property and surrounding
V. Summary of Findings High
⚑ Non-compete / exclusivity restraint
V. Summary of Findings The following summarizes the principal findings of the Phase I ESA as reported by Greenfield Environmental Sciences LLC. A. Recognized Environmental Conditions (RECs) The Phase I ESA identified no Recognized Environmental Conditions ("RECs") in connection with the Building or the Premises. Under ASTM E1527-21, a Recognized Environmental Condition is defined as the presence or likely presence of
VI. Relevant Lease Provisions — Landlord Environmental Representations and Indemnity High
⚑ Indemnity / guarantee obligation
VI. Relevant Lease Provisions — Landlord Environmental Representations and Indemnity The Agreement of Lease between the Landlord and the Tenant is currently in an advanced stage of negotiation, with final form expected to be agreed upon by approximately July 1, 2023. The Lease contains the following environmental protections for the Tenant, which were negotiated by Calderwood & Harkness LLP and are reflected in the T
VII. Conclusions and Recommendations
VII. Conclusions and Recommendations Based on the foregoing review of the Phase I Environmental Site Assessment completed by Greenfield Environmental Sciences LLC on June 2, 2023, the following conclusions and recommendations are presented:
1. No RECs, CRECs, or HRECs Identified. The Phase I ESA identified no Recognized Environm
1. No RECs, CRECs, or HRECs Identified. The Phase I ESA identified no Recognized Environmental Conditions, no Controlled Recognized Environmental Conditions, and no Historical Recognized Environmental Conditions in connection with the Building or the Premises. The environmental condition of the Building and the Premises is satisfactory for the proposed headquarters lease.
2. No Phase II Recommended. No Phase II Environmental Site Assessment (i.e., subsurface i
2. No Phase II Recommended. No Phase II Environmental Site Assessment (i.e., subsurface investigation, soil sampling, groundwater sampling, or other environmental testing) is recommended at this time. The findings of the Phase I ESA do not warrant further investigation, and the environmental risk profile of the Building and the Premises is consistent with a modern, well-maintained Class A commercial office tower.
3. Contractual Protections Adequate. The Landlord's representations regarding the complet
3. Contractual Protections Adequate. The Landlord's representations regarding the completion of asbestos abatement on Floors 34–38 and the Landlord's broad environmental indemnity obligation in the Agreement of Lease provide adequate contractual protection to Aurelius against pre-existing environmental conditions. These provisions, together with the clean findings of the Phase I ESA, substantially mitigate the Tenant
4. Distribution and Retention of the Report. It is recommended that the Phase I ESA repor
4. Distribution and Retention of the Report. It is recommended that the Phase I ESA report be retained in Calderwood & Harkness's closing files for Matter No. 1017-00009. A copy of the report, together with this summary memorandum, should be provided to the following individuals at Aurelius for their records and internal files: • Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, Aurelius Medi
5. Availability for Title Insurance. The Phase I ESA should also be made available to Com
5. Availability for Title Insurance. The Phase I ESA should also be made available to Commonwealth Fidelity Title Insurance Co. if required in connection with the leasehold title insurance policy being obtained by the Tenant (Policy No. LTP-2023-07842). Certain title insurers request or require environmental assessments in connection with the issuance of leasehold title policies for high-value commercial leases, and
6. Ongoing Monitoring. While no further environmental investigation is recommended at thi
6. Ongoing Monitoring. While no further environmental investigation is recommended at this time, the Tenant should remain attentive to any environmental disclosures or notifications from the Landlord during the Lease term and should promptly notify Calderwood & Harkness of any environmental issues that arise during the build-out or occupancy of the Premises.
VIII. Attachments / Enclosures
VIII. Attachments / Enclosures The following documents are attached to or enclosed with this memorandum and are maintained in the closing files for Matter No. 1017-00009: Attachment A: Phase I Environmental Site Assessment Report, dated June 2, 2023, prepared by Greenfield Environmental Sciences LLC (Dr. Nadine Bertram, P.E., Lead Consultant) — 787 Seventh Avenue, New York, New York 10019. Full copy on file with Cald