Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H") has reviewed the Phase I Environmental Site Assessment ("Phase I ESA" or the "Assessment") completed November 25, 2025, by Bayline Environmental Consultants, LLC ("Bayline") for the approximately 8.2-acre waterfront development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (the "Property" or the "Site").

II. SCOPE OF REVIEW In preparing this memorandum, C&H has reviewed the following documents and materials:

1. Phase I Environmental Site Assessment Report, Bayline Environmental Consultants, LLC, dated November 25, 2025 (the "Report"), prepared in conformance with ASTM Standard Practice E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. The Report comprises 147 pages, including appendices, and was prepared under the supervision of Rachel M. Thornberry, P.E., Proj

2. Historical Trelwick Fire Insurance Maps and Aerial Photographs reviewed and reproduced by Bayline within the Report, covering the period from approximately 1890 through 2020. These maps and photographs document the evolution of land use on and around the Property over more than a century.

3. Federal, State, and Local Environmental Database Search Results, as compiled by Penrose Solutions ("EDR") and included as Appendix C to the Report. The EDR report, dated November 12, 2025, encompasses all standard federal, state, tribal, and local database searches required under ASTM E1527-21 and the EPA's All Appropriate Inquiries Rule.

4. Baltimore City Department of Public Works Records, including sewer and water infrastructure records, stormwater management records, and historical permitting files related to the Property and adjacent parcels.

5. Maryland Department of the Environment ("MDE") Records, including Voluntary Cleanup Program ("VCP") files, underground storage tank registration and closure records, enforcement action files, and remediation records related to the Property and the broader Harbor Point area.

6. Title Commitment issued December 9, 2025, by Tidewater Insurance Group, Inc., File No. TWG-2025-41097 (the "Title Commitment"), reviewed for cross-reference to any environmental-related title exceptions, environmental liens, or recorded instruments affecting the Property.

7. ALTA/NSPS Land Title Survey delivered December 3, 2025, by Calvert Surveying & Engineering, Inc. (the "Survey"), reviewed for identification of physical features relevant to environmental conditions, including evidence of USTs, monitoring wells, staining, distressed vegetation, and other observable indicators.

8. Draft Environmental Indemnity Agreement prepared by C&H for execution in connection with the Meridian construction loan, circulated internally on November 28, 2025. Bayline's scope of work, as described in the Report, included the following components consistent with ASTM E1527-21: (i) site reconnaissance conducted on November 15, 2025, by Dr. Whitfield and a field team; (ii) interviews with the current Property o

III. PROPERTY DESCRIPTION A. Location and Legal Description The Property is located at 1500–1580 Wills Street, Baltimore, Maryland 21231, within the Harbor Point district of Southeast Baltimore. The Property's tax identification is Block 7419, Lots 1 through 6, as identified in the records of Baltimore City. The assembled parcel encompasses approximately 8.2 acres (approximately 357,192 square feet) of waterfront lan

IV. SUMMARY OF PHASE I ESA FINDINGS A. Regulatory Database Search Results Bayline's regulatory database review was conducted by Penrose Solutions ("EDR") and is documented in the EDR Radius Map Report dated November 12, 2025, which is included as Appendix C to the Report. The following database categories were searched, and the results are summarized below: Federal Databases: The single expired RCRA Large Quantity Ge

1. Potential Soil Contamination from Historical Industrial Use. Bayline identified potential soil contamination from historical industrial use as a REC. Specifically, the Report notes that historical Trelwick fire insurance maps from 1911, 1928, and 1953 indicate that industrial and manufacturing operations were conducted on portions of the Property — primarily on what are now Lots 3, 4, and 5 — during the early-to-m

2. Underground Storage Tanks (USTs). Bayline identified the possible former presence of one or more USTs on Lots 3 and 4 as a REC. This identification is based on multiple lines of evidence: (a) Historical Trelwick maps from 1928 depict a structure labeled as "fuel storage" on what is now Lot 4, with an associated tank symbol that is consistent with the presence of one or more underground or above-ground storage tank

3. Potential Vapor Intrusion Pathway. Bayline identified a potential vapor intrusion concern as a REC. Given the historical industrial use of the Property, the potential for soil and/or groundwater contamination from VOCs and petroleum products (as discussed in RECs 1 and 2 above), and the waterfront location (which may involve shallow groundwater conditions that facilitate vapor migration), Bayline concluded that th

1. Limited site access during reconnaissance. During the November 15, 2025 site reconnaissance, Bayline was unable to access certain portions of Lots 3 and 4 due to dense overgrown vegetation, standing water, and unstable remnant foundation structures. Bayline estimated that approximately 15% of the combined area of Lots 3 and 4 was not directly inspected. Bayline noted that this inaccessible area corresponds to port

2. Lack of historical UST closure documentation. As discussed in connection with REC 2, Bayline was unable to locate any records with MDE or from any other source documenting the proper closure (removal or abandonment in place) of the USTs historically registered at the Property. Despite diligent inquiry, including FOIA requests to MDE and interviews with DeLuca and property management, this data gap could not be res

3. Limited availability of historical records for certain periods. Bayline noted that historical records for the Property during the period from approximately 1960 to 1985 are sparse. City directories for this period did not consistently list the Property address, and no Trelwick maps were published for this area after the 1953 edition. Aerial photographs from this period provide some information regarding site use,

4. No subsurface sampling performed. Consistent with the standard scope of a Phase I ESA under ASTM E1527-21, Bayline did not perform any subsurface soil, groundwater, or soil vapor sampling. The Phase I ESA is a non-invasive assessment designed to identify RECs and other environmental conditions through records review, interviews, and visual observation. Confirmation of subsurface conditions requires a Phase II Envi

V. IMPLICATIONS FOR THE JOINT VENTURE A. CERCLA Liability and Bona Fide Prospective Purchaser Defense The JV (Harbor Point Development JV, LLC), as the prospective purchaser and future owner of the Property, faces potential liability under CERCLA § 107(a) as an "owner" of a facility at which hazardous substances may have been disposed of. CERCLA liability is strict, joint and several, and retroactive — meaning that t