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Contract analysis / environmental-dd-summary-memorandum.docx
environmental-dd-summary-memorandum.docx
1036-00004 · 8 clauses
High · 2 Medium · 1 Standard · 3
I. Executive Summary High
⚑ Indemnity / guarantee obligation
I. Executive Summary The purpose of this memorandum is to summarize the environmental due diligence findings for the proposed acquisition by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT") of one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("
II. Scope and Methodology Medium
⚑ Liability cap to check against exposure
II. Scope and Methodology A. Engagement of Trident Environmental Group LLC Trident Environmental Group LLC was retained by Calderwood & Harkness LLP on behalf of Fairwater Real Estate Investment Trust pursuant to an engagement letter dated November 14, 2023. The engagement letter specified that Trident would perform Phase I Environmental Site Assessments for each of the fourteen (14) properties in the portfolio in ac
III. Summary of Findings
III. Summary of Findings A. Overview Results Table The following table summarizes the Phase I ESA findings for all fourteen (14) properties in the portfolio: The results may be summarized as follows: • 12 of 14 properties: No RECs, no CRECs, no HRECs, and no de minimis conditions. These properties received clean Phase I ESAs with no environmental findings of any kind. • 2 of 14 properties: De minimis RECs identified.
IV. Properties with De Minimis Recognized Environmental Conditions Standard
⚑ Commercial term
IV. Properties with De Minimis Recognized Environmental Conditions Two of the fourteen properties in the portfolio — the Westlake Distribution Hub (Property #3) and Lakeland Crossings Industrial (Property #6) — were identified by Trident as having de minimis recognized environmental conditions. Under ASTM E1527-21, a "de minimis condition" is a condition that generally does not present a threat to human health or the
V. Property-by-Property Phase I ESA Summaries Standard
⚑ Commercial term
V. Property-by-Property Phase I ESA Summaries This section provides individual summaries for each of the fourteen properties assessed. For the two properties with de minimis conditions (Westlake Distribution Hub, Property #3, and Lakeland Crossings Industrial, Property #6), this section cross-references the detailed discussions set forth in Section IV above. A. Property 1 — Fairfield Logistics Center I Address: 4200
I. Property 9 — Buckhead Place Office Tower
I. Property 9 — Buckhead Place Office Tower Address: 3380 Peachtree Road NE, Atlanta, Georgia 30326 Target Entity: GMP Buckhead LLC (EIN: 84-2639901) Size and Type: 285,000 RSF; Class A office building; built 2018 Phase I ESA Date: January 25, 2024 (Trident Report No. TEG-2024-0125) Phase I ESA Result: No RECs, CRECs, HRECs, or de minimis conditions were identified. The property received a clean Phase I ESA. Summary:
VI. Risk Allocation and Contractual Protections High
⚑ Indemnity / guarantee obligation
VI. Risk Allocation and Contractual Protections A. PSA Environmental Representations and Warranties The Purchase and Sale Agreement dated February 28, 2024, between GMP Fund III (as Seller) and Fairwater REIT (as Buyer) includes environmental representations and warranties set forth in Article V, Section 5.15 of the PSA. The Seller makes the following environmental representations, each subject to the Seller's knowle
VII. Coordination with Other Due Diligence Workstreams Standard
⚑ Commercial term
VII. Coordination with Other Due Diligence Workstreams A. Property Condition Assessments Rampart Building Sciences, Inc. ("Rampart"), under the supervision of Alan Westbrook, PE, conducted Property Condition Assessments for all fourteen (14) properties in the portfolio. The PCAs were performed in accordance with ASTM Standard E2018-15, Standard Guide for Property Condition Assessments: Baseline Property Condition Ass