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Contract analysis / survey-instruction-letter.docx
survey-instruction-letter.docx
1036-00004 · 20 clauses
High · 1 Medium · 3 Standard · 2
1. Scope of Work
1. Scope of Work Meridian is hereby instructed to prepare individual ALTA/NSPS Land Title Surveys (each, a "Survey," and collectively, the "Surveys") for each of the fourteen (14) properties listed on Schedule A attached hereto and incorporated herein by reference (each, a "Property," and collectively, the "Properties"). All Surveys must comply in all respects with the 2021 Minimum Standard Detail Requirements for AL
2. Property Schedule (Schedule A Reference)
2. Property Schedule (Schedule A Reference) The fourteen (14) Properties comprising the Portfolio are identified on Schedule A attached hereto, which sets forth for each Property the property name, street address, city, state, zip code, property type (logistics or office), approximate rentable square footage, year built, name of the corresponding Target Entity LLC, and applicable lender and loan reference. For ease o
3. Survey Standard and Table A Optional Items Medium
⚑ Liability cap to check against exposure
3. Survey Standard and Table A Optional Items As stated in Section 1, each Survey must comply in all respects with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including all mandatory minimum standard detail requirements set forth therein. In addition to the mandatory minimum standard detail requirements, the following Table A optional items are required for each Survey. The surveyo
4. Title Commitment Coordination
4. Title Commitment Coordination Preliminary title commitments for each of the fourteen (14) Properties are being prepared by Commonwealth National Title Insurance Company ("Commonwealth" or the "Title Company"). The title officer assigned to this transaction is Kenneth Stanhope, Senior Vice President and Title Officer, whose office is located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303. Upon receip
5. Legal Descriptions
5. Legal Descriptions Each Survey must include the full metes-and-bounds legal description of the subject Property as contained in the vesting deed for the applicable Target Entity LLC and/or as set forth in the title commitment issued by Commonwealth. The legal description shall be reproduced on the face of the Survey or on a separate sheet attached to and made a part of the Survey. If, as a result of the surveyor's
6. Certification Requirements
6. Certification Requirements Each Survey must bear a certification in substantially the following form: "To: [Certified Parties — see below]. This is to certify that this map or plat and the survey on which it is based were made in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established and adopted by ALTA and NSPS, and includes Items [list applicable Table
1. Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the B
1. Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the Buyer);
2. Fairwater Property Management LLC, a Delaware limited liability company (the Buyer's p
2. Fairwater Property Management LLC, a Delaware limited liability company (the Buyer's property management affiliate);
3. Commonwealth National Title Insurance Company (the title insurer and escrow agent for
3. Commonwealth National Title Insurance Company (the title insurer and escrow agent for the transaction);
4. The applicable lender(s) secured by the subject Property (as specified below);
4. The applicable lender(s) secured by the subject Property (as specified below);
5. Calderwood & Harkness LLP (counsel to the Buyer); and
5. Calderwood & Harkness LLP (counsel to the Buyer); and
6. Aldgate National Bank, N.A., as administrative agent under the Buyer's revolving credi
6. Aldgate National Bank, N.A., as administrative agent under the Buyer's revolving credit facility. The lender certifications for each individual Property Survey shall include only the specific lender(s) whose mortgage loan(s) are secured by that Property, as follows: • Properties 1 through 8 (Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Allianc
7. Deliverable Format and Number of Copies Standard
⚑ Commercial term
7. Deliverable Format and Number of Copies For each of the fourteen (14) Property Surveys, Meridian shall provide the following deliverables: (a) Full-Size Hard Copies. Three (3) full-size hard copies of each Survey, printed on sheets measuring twenty-four inches by thirty-six inches (24" × 36") or larger as needed to accommodate the Property at an appropriate and readable scale. Each full-size copy shall bear the su
8. Delivery Schedule
8. Delivery Schedule The following delivery schedule shall apply to this engagement: (a) Preliminary / Draft Surveys (All 14 Properties): On or before January 15, 2024, which is approximately ten (10) weeks from the date of this letter. Draft Surveys should be substantially complete and should include all boundary, improvement, easement, and exception data, but need not bear the surveyor's final certification. Drafts
9. Access and Coordination
9. Access and Coordination Property access for all fourteen (14) Properties will be coordinated through the current property manager retained by GMP Fund III: Argyle Property Services LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326 Contact: Sean Kilpatrick, Portfolio Manager Telephone: (404) 555-1290 Email: skilpatrick@argylepropertyservices.com Meridian should contact Mr. Kilpatrick directly to schedul
10. Special Instructions — Property-Specific
10. Special Instructions — Property-Specific In addition to the general requirements set forth above, the following property-specific instructions apply: A. Logistics/Industrial Properties (Properties 1–8, 13, and 14) For each of the ten (10) logistics and industrial properties in the Portfolio, the Survey shall include the following additional detail: (i) Truck Court Dimensions. Dimensions (length and width) of all
11. Fee and Billing Standard
⚑ Commercial term
11. Fee and Billing Please provide a fee proposal for the scope of work described in this letter, broken down by individual Property, within five (5) business days of receipt of this letter. The fee proposal should separately identify: (a) base survey fees for each Property; (b) any additional charges for Table A optional items or property-specific special instructions; (c) costs for private utility locating services
12. Insurance and Indemnification High
⚑ Indemnity / guarantee obligation
12. Insurance and Indemnification As a condition of this engagement, Meridian is requested to provide confirmation that it maintains the following insurance coverage: (a) Professional Liability (Errors and Omissions) Insurance. A minimum coverage amount of Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate, issued by a carrier rated "A-" or better by A.M. Best Compa
13. Confidentiality Medium
⚑ Liability cap to check against exposure
13. Confidentiality All information provided to Meridian in connection with this engagement, including, without limitation, property information, site plans, title documents, ownership structure details, entity names, financial terms, lender information, tenant information, and other transaction details, is strictly confidential and shall be treated as such by Meridian and all of its employees, agents, subconsultants
14. Engagement Confirmation Medium
⚑ Forum / governing law
14. Engagement Confirmation We request that Mr. Caulfield countersign and return a copy of this letter (by physical signature or by electronic signature compliant with applicable law) to confirm Meridian's acceptance of the engagement and the terms and conditions set forth herein. A countersigned copy may be returned by email to the undersigned at dfairchild@calderwoodharkness.com, with a copy to gnakamura@calderwood