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Contract analysis / psa-schedules-2-1-through-2-14-property-specific.docx
psa-schedules-2-1-through-2-14-property-specific.docx
1036-00004 · 55 clauses
High · 10 Medium · 7 Standard · 1
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. The following matters are listed as Permitted Exceptions specific to this Property, as set forth in Exhibit P to the Agreement:
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Medium
⚑ Assignment / subcontracting
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded in Deed Book 62478, Page 341, Fulton County, Georgia records, securing the Pinnacle Federal Bank, N.A. loan designated as Loan 1-A under the Master Loan Agreement.
2. Easement Agreement for Shared Access Road and Utilities, dated July 8, 2019, by and be
2. Easement Agreement for Shared Access Road and Utilities, dated July 8, 2019, by and between Fairfield Industrial Park Developer LLC and GMP Fairfield I LLC, recorded in Deed Book 61842, Page 718, Fulton County records, granting reciprocal ingress, egress, and utility easements benefiting and burdening the Property and the adjacent parcel (Fairfield Logistics Center II).
3. Utility Easement in favor of Drayton Holdings, dated June 22, 2019, recorded in Deed B
3. Utility Easement in favor of Drayton Holdings, dated June 22, 2019, recorded in Deed Book 61790, Page 105, Fulton County records, encumbering a 20-foot-wide strip along the northern boundary of the Property for overhead and underground electric utility facilities.
4. Drainage Easement in favor of Fulton County, dated May 15, 2019, recorded in Deed Book
4. Drainage Easement in favor of Fulton County, dated May 15, 2019, recorded in Deed Book 61744, Page 889, Fulton County records, encumbering a 30-foot-wide drainage corridor along the eastern boundary of the Property for stormwater management facilities.
5. Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park,
5. Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park, dated March 1, 2018, recorded in Deed Book 61102, Page 512, Fulton County records, as amended by that certain First Amendment dated September 30, 2019, recorded in Deed Book 61900, Page 213 (the "CC&Rs"). The CC&Rs impose customary use restrictions consistent with industrial and logistics operations, establish common area mainten
6. Subdivision Plat of Fairfield Industrial Park — Phase II, recorded in Plat Book 428, P Standard
⚑ Commercial term
6. Subdivision Plat of Fairfield Industrial Park — Phase II, recorded in Plat Book 428, Page 67, Fulton County records. The plat establishes minimum setback requirements (front: 50 feet; side: 25 feet; rear: 35 feet) and maximum building coverage of 55% of lot area. The Property is in compliance with all plat conditions as of the date hereof.
7. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
7. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. There are no monetary liens encumbering the Property other than the Pinnacle Federal Bank, N.A. Deed of Trust described in item 1 above and the lien for real property taxes not yet due and payable. Condemnation. There are no pending or, to the knowledge of the Seller's Knowledge Individuals, threatened condemnation,
Section I: Service Contracts High
⚑ Penalty / liquidated damages
Section I: Service Contracts The following service contracts are in effect with respect to the Property, each as more fully described in Exhibit I to the Agreement: All service contracts listed above are assignable or terminable upon not more than sixty (60) days' notice without penalty. No service contract contains a change-of-control provision that would be triggered by the transactions contemplated by the Agreemen
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. The following matters are listed as Permitted Exceptions specific to this Property, as set forth in Exhibit P to the Agreement:
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Medium
⚑ Assignment / subcontracting
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded in Deed Book 62478, Page 398, Fulton County, Georgia records, securing the Pinnacle Federal Bank, N.A. loan designated as Loan 1-B under the Master Loan Agreement.
2. Easement Agreement for Shared Access Road and Utilities, dated July 8, 2019, by and be
2. Easement Agreement for Shared Access Road and Utilities, dated July 8, 2019, by and between Fairfield Industrial Park Developer LLC and GMP Fairfield II LLC, recorded in Deed Book 61842, Page 718, Fulton County records (same agreement as referenced in Schedule 2-1), granting reciprocal ingress, egress, and utility easements benefiting and burdening the Property and the adjacent parcel (Fairfield Logistics Center I
3. Utility Easement in favor of Drayton Holdings, dated June 22, 2019, recorded in Deed B
3. Utility Easement in favor of Drayton Holdings, dated June 22, 2019, recorded in Deed Book 61790, Page 120, Fulton County records, encumbering a 20-foot-wide strip along the western boundary of the Property.
4. Drainage Easement in favor of Fulton County, dated May 15, 2019, recorded in Deed Book
4. Drainage Easement in favor of Fulton County, dated May 15, 2019, recorded in Deed Book 61744, Page 903, Fulton County records, encumbering a 25-foot-wide drainage corridor along the southern boundary of the Property and connecting to the shared stormwater detention basin.
5. Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park,
5. Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park, as referenced in Schedule 2-1, Section C, item 5.
6. Subdivision Plat of Fairfield Industrial Park — Phase II, as referenced in Schedule 2-
6. Subdivision Plat of Fairfield Industrial Park — Phase II, as referenced in Schedule 2-1, Section C, item 6.
7. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
7. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. There are no monetary liens encumbering the Property other than the Pinnacle Federal Bank, N.A. Deed of Trust described in item 1 above and the lien for real property taxes not yet due and payable. Condemnation. There are no pending or, to the knowledge of the Seller's Knowledge Individuals, threatened condemnation,
Section I: Service Contracts High
⚑ Penalty / liquidated damages
Section I: Service Contracts The following service contracts are in effect with respect to the Property, each as more fully described in Exhibit I: All service contracts are assignable or terminable upon not more than sixty (60) days' notice without penalty. Section J: Litigation There are no pending or, to the knowledge of the Seller's Knowledge Individuals, threatened lawsuits, actions, proceedings, arbitrations, i
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. The following matters are listed as Permitted Exceptions specific to this Property, as set forth in Exhibit P to the Agreement:
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Medium
⚑ Assignment / subcontracting
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded under Harris County Clerk's File No. 2020-412789, Harris County, Texas records, securing Loan 1-C.
2. Utility Easement in favor of Fenmore Corporation Houston Electric, LLC, dated February
2. Utility Easement in favor of Fenmore Corporation Houston Electric, LLC, dated February 14, 2019, recorded under Harris County Clerk's File No. 2019-067234, encumbering a 25-foot-wide strip along the southern boundary of the Property.
3. Pipeline Easement in favor of Penrose & Co., dated November 8, 2017, recorded under Ha
3. Pipeline Easement in favor of Penrose & Co., dated November 8, 2017, recorded under Harris County Clerk's File No. 2017-498321. This easement encumbers a 50-foot-wide corridor traversing the northeastern corner of the Property for an underground natural gas liquids pipeline. The pipeline is located entirely below grade, and no structures or improvements have been constructed within the easement area.
4. Storm Water Detention and Drainage Easement in favor of Harris County Flood Control Di
4. Storm Water Detention and Drainage Easement in favor of Harris County Flood Control District, dated January 22, 2019, recorded under Harris County Clerk's File No. 2019-028943, encumbering a stormwater detention area of approximately 2.3 acres in the northeastern portion of the Property.
5. Restrictive Covenants for Westlake Business Park, recorded under Harris County Clerk's
5. Restrictive Covenants for Westlake Business Park, recorded under Harris County Clerk's File No. 2016-384721, imposing use restrictions consistent with industrial and distribution operations, architectural standards, signage regulations, and common area assessments.
6. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
6. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. No monetary liens other than the Pinnacle Federal Bank, N.A. Deed of Trust and the lien for real property taxes not yet due. Condemnation. No pending or threatened condemnation proceedings. Section D: Environmental Matters Phase I Environmental Site Assessment. A Phase I ESA for the Property was prepared by Trident
Section I: Service Contracts High
⚑ Penalty / liquidated damages
Section I: Service Contracts The following service contracts are in effect with respect to the Property, as more fully described in Exhibit I: All service contracts are assignable or terminable upon not more than sixty (60) days' notice without penalty. Section J: Litigation No pending or threatened litigation relating to the Target Entity or the Property. See Exhibit J. Section K: Insurance Current all-risk property
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. As set forth in Exhibit P:
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Medium
⚑ Assignment / subcontracting
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded under Harris County Clerk's File No. 2020-412845, securing Loan 1-D.
2. Utility Easement in favor of Fenmore Corporation Houston Electric, LLC, dated April 3,
2. Utility Easement in favor of Fenmore Corporation Houston Electric, LLC, dated April 3, 2020, recorded under Harris County Clerk's File No. 2020-148762, encumbering a 20-foot-wide strip along the eastern boundary of the Property.
3. Access Easement and Reciprocal Parking Agreement, dated March 15, 2020, recorded under
3. Access Easement and Reciprocal Parking Agreement, dated March 15, 2020, recorded under Harris County Clerk's File No. 2020-112341, providing shared driveway access with the adjacent retail center on the north side of the Property.
4. Drainage and Detention Easement in favor of Harris County Flood Control District, date
4. Drainage and Detention Easement in favor of Harris County Flood Control District, dated February 1, 2020, recorded under Harris County Clerk's File No. 2020-045678, encumbering a 1.8-acre stormwater detention area.
5. Restrictive Covenants for Katy Commerce Park, recorded under Harris County Clerk's Fil
5. Restrictive Covenants for Katy Commerce Park, recorded under Harris County Clerk's File No. 2019-321456.
6. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
6. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. No monetary liens other than the Pinnacle Deed of Trust and the lien for current-year real property taxes not yet due and payable. Condemnation. No pending or threatened condemnation proceedings. Section D: Environmental Matters Phase I ESA. Prepared by Trident Environmental Group LLC (Rachel Kwan), dated October 25
Section I: Service Contracts
Section I: Service Contracts Service contracts in effect are listed in Exhibit I and include: landscaping (Lone Star Grounds Management LLC, $56,000/yr), security (Guardian Patrol Services Inc., $84,000/yr), janitorial (Texas Industrial Cleaning LLC, $48,000/yr), pest control (Pest Shield Solutions Inc., $9,600/yr, month-to-month), fire suppression (Gulf Coast Fire Protection Inc., $15,600/yr). All contracts assignab
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. As set forth in Exhibit P:
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Medium
⚑ Assignment / subcontracting
1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded in Volume 17489, Page 2341, Tarrant County, Texas records, securing Loan 1-E.
2. Utility Easement in favor of Aldermere & Co., dated August 12, 2019, recorded in Volum
2. Utility Easement in favor of Aldermere & Co., dated August 12, 2019, recorded in Volume 17102, Page 789.
3. Access and Utility Easement in favor of Alliance Airport Authority, dated July 1, 2019
3. Access and Utility Easement in favor of Alliance Airport Authority, dated July 1, 2019, recorded in Volume 17078, Page 456.
4. Declaration of Covenants, Conditions, and Restrictions for Alliance Commerce Park, rec
4. Declaration of Covenants, Conditions, and Restrictions for Alliance Commerce Park, recorded in Volume 16845, Page 1023.
5. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
5. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. No monetary liens other than the Pinnacle Deed of Trust and current-year taxes. Condemnation. No pending or threatened condemnation. Section D: Environmental Matters Phase I ESA. Prepared by Trident Environmental Group LLC (Rachel Kwan), dated October 28, 2023, Project No. TEG-2023-2800. ASTM E1527-21 compliant. Lis
Section I: Service Contracts
Section I: Service Contracts Service contracts per Exhibit I include: landscaping (DFW Grounds Maintenance Inc., $52,000/yr), security (Lone Star Guard Services LLC, $90,000/yr), janitorial (Alliance Building Services Corp., $54,000/yr), pest control (DFW Pest Solutions Inc., $10,800/yr, month-to-month), fire suppression (Fort Worth Fire Safety LLC, $14,400/yr). All assignable or terminable on ≤ 60 days' notice. Sect
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. As set forth in Exhibit P:
1. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated Medium
⚑ Assignment / subcontracting
1. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded in Official Records Book 10742, Page 1289, Polk County, Florida records, securing Loan 1-F.
2. Utility Easement in favor of Harborline Group (TECO), dated March 8, 2019, recorded in
2. Utility Easement in favor of Harborline Group (TECO), dated March 8, 2019, recorded in O.R. Book 10428, Page 562, encumbering a 15-foot-wide strip along the southern boundary.
3. Drainage Easement in favor of Southwest Florida Water Management District (SWFWMD), da
3. Drainage Easement in favor of Southwest Florida Water Management District (SWFWMD), dated February 12, 2019, recorded in O.R. Book 10405, Page 891, encumbering a stormwater management area of approximately 1.6 acres.
4. Restrictive Covenants for Lakeland Crossings Business Park, recorded in O.R. Book 1020
4. Restrictive Covenants for Lakeland Crossings Business Park, recorded in O.R. Book 10201, Page 345.
5. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
5. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. No monetary liens other than the Pinnacle Mortgage and current-year taxes. Condemnation. No pending or threatened condemnation. Section D: Environmental Matters Phase I ESA. Prepared by Trident Environmental Group LLC (Rachel Kwan), dated October 30, 2023, Project No. TEG-2023-7100 (the "Lakeland Phase I ESA"). ASTM
Section I: Service Contracts
Section I: Service Contracts Service contracts per Exhibit I include: landscaping (Sunshine Grounds Management LLC, $44,000/yr), security (Lakeland Security Services Inc., $60,000/yr), janitorial (Central Florida Cleaning Corp., $38,000/yr), pest control (Florida Pest Solutions Inc., $9,000/yr, month-to-month), fire suppression (Polk County Fire Protection LLC, $11,400/yr). All assignable or terminable on ≤ 60 days'
Section C: Title Matters
Section C: Title Matters Permitted Exceptions. As set forth in Exhibit P:
1. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated Medium
⚑ Assignment / subcontracting
1. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated September 15, 2020, recorded in O.R. Book 19478, Page 2104, Duval County, Florida records, securing Loan 1-G.
2. Utility Easement in favor of JEA (Jacksonville Electric Authority), dated November 14,
2. Utility Easement in favor of JEA (Jacksonville Electric Authority), dated November 14, 2020, recorded in O.R. Book 19512, Page 678, encumbering a 20-foot-wide strip along the northern boundary.
3. Drainage Easement in favor of St. Johns River Water Management District, dated Septemb
3. Drainage Easement in favor of St. Johns River Water Management District, dated September 8, 2020, recorded in O.R. Book 19467, Page 1023, encumbering a 2.1-acre stormwater management area.
4. Access Easement benefiting the Property over adjacent FDOT right-of-way for access to
4. Access Easement benefiting the Property over adjacent FDOT right-of-way for access to Southport Connector Road, recorded in O.R. Book 19401, Page 456.
5. Declaration of Covenants for Southport Commerce Park, recorded in O.R. Book 18745, Pag
5. Declaration of Covenants for Southport Commerce Park, recorded in O.R. Book 18745, Page 789.
6. Real property taxes and assessments for the tax year 2024, not yet due and payable. High
⚑ Non-compete / exclusivity restraint
6. Real property taxes and assessments for the tax year 2024, not yet due and payable. Monetary Liens. No monetary liens other than the Pinnacle Mortgage and current-year taxes. Condemnation. No pending or threatened condemnation. Section D: Environmental Matters Phase I ESA. Prepared by Trident Environmental Group LLC (Rachel Kwan), dated October 30, 2023, Project No. TEG-2023-3200. ASTM E1527-21 compliant. Listed i