FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / survey-review-memo-meridian.docx
survey-review-memo-meridian.docx
1043-00002 · 42 clauses
High · 1 Medium · 4 Standard · 8
I. EXECUTIVE SUMMARY Standard
⚑ Commercial term
I. EXECUTIVE SUMMARY This memorandum summarizes my review of the ALTA/NSPS Land Title Survey (the "Survey") being prepared for the Meridian Parcel (the "Meridian Parcel" or the "Property"), a 19.4-acre tract of land located in unincorporated Loudoun County, Virginia, designated as Tax Map Reference /95-4A-2///, and situated adjacent to and east of the Stonebridge Parcel (62.0 acres, Tax Map Reference /95-4A-1///), in
II. SCOPE OF SURVEY AND APPLICABLE STANDARDS Medium
⚑ Liability cap to check against exposure
II. SCOPE OF SURVEY AND APPLICABLE STANDARDS A. Survey Standards The Survey is being prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the "2021 Standards"), jointly established by the American Land Title Association ("ALTA") and the National Society of Professional Surveyors ("NSPS"), Inc. These standards, which became effective on February 23, 2021, replaced
1. Ironhaven Data Centers LLC, a Delaware limited liability company (the purchaser under
1. Ironhaven Data Centers LLC, a Delaware limited liability company (the purchaser under the Meridian PSA);
2. Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company (th
2. Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company (the anticipated single-purpose borrower entity that will be wholly owned by IHDC and will hold title to the Campus following the acquisition closings, for purposes of the Construction Loan);
3. Summit National Bank, N.A., as Administrative Agent under the Construction Loan;
3. Summit National Bank, N.A., as Administrative Agent under the Construction Loan;
4. Cascade Commercial Lending Corp., as a lender under the Construction Loan;
4. Cascade Commercial Lending Corp., as a lender under the Construction Loan;
5. Harborview Trust Company, as a lender under the Construction Loan;
5. Harborview Trust Company, as a lender under the Construction Loan;
6. Fidelitas Title & Escrow, Inc., as the title insurance agent and escrow agent;
6. Fidelitas Title & Escrow, Inc., as the title insurance agent and escrow agent;
7. Sovereign Title Insurance Company, as the title insurance underwriter; and
7. Sovereign Title Insurance Company, as the title insurance underwriter; and
8. Calderwood & Harkness LLP, as counsel to IHDC and Stonebridge Campus Holdings LLC. Medium
⚑ Liability cap to check against exposure
8. Calderwood & Harkness LLP, as counsel to IHDC and Stonebridge Campus Holdings LLC. It is essential that the certification language used by the surveyor be reviewed for conformity with the requirements of Fidelitas and Sovereign Title Insurance Company, as well as the survey requirements set forth in the anticipated Construction Loan term sheet from Summit. We have previously transmitted to Carlos Esteban a form of
III. PROPERTY DESCRIPTION AND BOUNDARIES Standard
⚑ Commercial term
III. PROPERTY DESCRIPTION AND BOUNDARIES A. Legal Description The Meridian Parcel comprises approximately 19.4 acres of land, more or less, as described in the deed vesting title in Meridian Acres LLC, recorded in the Loudoun County Clerk's Office. The Property is designated on the Loudoun County Tax Map as Parcel Reference /95-4A-2///. The Property is located in unincorporated Loudoun County, Virginia, within the As
IV. EASEMENTS, RIGHTS-OF-WAY, AND ENCUMBRANCES High
⚑ Non-compete / exclusivity restraint
IV. EASEMENTS, RIGHTS-OF-WAY, AND ENCUMBRANCES A. Existing Recorded Easements Identified on Survey Upon delivery of the completed Survey, a detailed cross-reference will be performed between each easement shown on the Survey plat and the Schedule B-II exceptions listed in the Title Commitment issued by Fidelitas Title & Escrow, Inc. (effective date: April 10, 2025; owner's policy amount: $19,400,000). The Title Commi
V. ZONING AND SETBACK ANALYSIS Standard
⚑ Commercial term
V. ZONING AND SETBACK ANALYSIS A. Current Zoning Classification The Meridian Parcel is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. The PD-IP zoning classification permits a range of industrial and commercial uses, but data center use is not a by-right use under this classification and requires approval of a Zoning Modification Application ("ZMOD") by the Lo
VI. FLOOD ZONE AND WETLANDS
VI. FLOOD ZONE AND WETLANDS A. Flood Zone Determination Pursuant to Table A Item 3, the Survey is required to depict the applicable Federal Emergency Management Agency ("FEMA") flood zone classification for the Property. The Survey should identify the relevant FEMA Flood Insurance Rate Map (FIRM) panel number and its effective date, and should clearly indicate whether any portion of the 19.4-acre Meridian Parcel lies
VII. IMPROVEMENTS AND SITE CONDITIONS Medium
⚑ Liability cap to check against exposure
VII. IMPROVEMENTS AND SITE CONDITIONS A. Existing Improvements The Survey should identify and locate all existing improvements on the Meridian Parcel, including but not limited to: structures (buildings, sheds, outbuildings), paved surfaces (driveways, parking areas, aprons), fencing (chain link, wood, barbed wire, or other types), walls, signage, wells, septic systems, culverts, headwalls, retaining walls, and any o
VIII. SURVEY ACCURACY AND CERTIFICATION Medium
⚑ Liability cap to check against exposure
VIII. SURVEY ACCURACY AND CERTIFICATION A. Accuracy Standards The completed Survey must meet the positional accuracy and precision standards required by Section 3.E of the 2021 ALTA/NSPS Minimum Standard Detail Requirements. These standards require that the positional uncertainty of the boundary lines and improvements shown on the Survey not exceed specified tolerances, which vary based on the relative precision of t
1. Ironhaven Data Centers LLC
1. Ironhaven Data Centers LLC
2. Stonebridge Campus Holdings LLC
2. Stonebridge Campus Holdings LLC
3. Summit National Bank, N.A., as Administrative Agent
3. Summit National Bank, N.A., as Administrative Agent
4. Cascade Commercial Lending Corp.
4. Cascade Commercial Lending Corp.
6. Fidelitas Title & Escrow, Inc.
6. Fidelitas Title & Escrow, Inc.
7. Sovereign Title Insurance Company
7. Sovereign Title Insurance Company
8. Calderwood & Harkness LLP Standard
⚑ Commercial term
8. Calderwood & Harkness LLP Upon receipt of the completed Survey, the certification language will be reviewed to confirm that: (i) each of the above parties is identified by its correct legal name; (ii) the certification contains the standard representations required by the 2021 Standards; (iii) the certification language is acceptable to Fidelitas and Sovereign Title Insurance Company for purposes of issuing the ow
IX. CROSS-REFERENCE WITH TITLE COMMITMENT Standard
⚑ Commercial term
IX. CROSS-REFERENCE WITH TITLE COMMITMENT Upon receipt of the completed Survey, a detailed side-by-side comparison will be performed between the easements and encumbrances depicted on the Survey plat and the Schedule B-II exceptions listed in the Title Commitment issued by Fidelitas Title & Escrow, Inc. (effective date: April 10, 2025). This cross-reference analysis is essential to confirm that: (i) every recorded ea
X. COORDINATION WITH STONEBRIDGE PARCEL SURVEY Standard
⚑ Commercial term
X. COORDINATION WITH STONEBRIDGE PARCEL SURVEY The ALTA/NSPS Land Title Survey for the Stonebridge Parcel (62.0 acres, Tax Map Reference /95-4A-1///) is also being prepared by Lumen Ridge Engineering, PLLC, under the same project principal, Carlos Esteban, PE, with the same targeted completion date of June 15, 2025. The use of a single surveyor for both parcels is intentional and is designed to ensure consistency bet
XI. OPEN ITEMS AND RECOMMENDATIONS
XI. OPEN ITEMS AND RECOMMENDATIONS A. Outstanding Items The following items cannot be finalized until the completed Survey is delivered by Lumen Ridge Engineering, PLLC, and are flagged as placeholders for completion upon receipt:
1. Final surveyed acreage confirmation. Expected: 19.4 acres. To be verified against the
1. Final surveyed acreage confirmation. Expected: 19.4 acres. To be verified against the Meridian PSA and the Title Commitment.
2. Final metes and bounds legal description. To be compared against the deed of record an
2. Final metes and bounds legal description. To be compared against the deed of record and the Title Commitment legal description.
3. Plotted substation easement area. Dimensions, coordinates (Virginia State Plane, NAD83
3. Plotted substation easement area. Dimensions, coordinates (Virginia State Plane, NAD83), and relationship to property boundaries and existing easements — to be coordinated with VPC and the civil engineer.
4. Utility corridor widths and alignments. Including 230kV transmission, 34.5kV distribut
4. Utility corridor widths and alignments. Including 230kV transmission, 34.5kV distribution, water, sewer, and telecommunications corridors — to be coordinated with Lumen Ridge's civil engineering drawings and utility provider plans.
5. Flood zone panel number and classification. FEMA FIRM panel number, effective date, an
5. Flood zone panel number and classification. FEMA FIRM panel number, effective date, and zone designation for the Property.
6. Identification of encroachments or boundary discrepancies. Any encroachments of improv
6. Identification of encroachments or boundary discrepancies. Any encroachments of improvements (on the Property or from adjoining properties), boundary line discrepancies, or overlapping easements.
7. Monumentation inventory. Complete list of monuments found and set, with descriptions a
7. Monumentation inventory. Complete list of monuments found and set, with descriptions and conditions.
8. Adjoining owner identification. Record owner names and tax map references for all adjo
8. Adjoining owner identification. Record owner names and tax map references for all adjoining parcels.
9. Certification language review. Confirmation that the surveyor's certification language
9. Certification language review. Confirmation that the surveyor's certification language is acceptable to all certified parties, including the title company, the title underwriter, and the construction lenders. B. Recommended Actions Upon receipt of the completed Survey, the following actions are recommended:
1. Verify all easement locations depicted on the Survey against the site plan being prepar
1. Verify all easement locations depicted on the Survey against the site plan being prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), and the civil engineering drawings for the Campus, to identify any conflicts between existing easements and planned improvements. Particular attention should be given to the relationship between existing easements and the proposed building pad locations, the substation ar
2. Coordinate the proposed substation easement area depiction on the Survey with the legal
2. Coordinate the proposed substation easement area depiction on the Survey with the legal description being drafted for the Substation Easement Agreement, to ensure precise alignment between the survey plat and the easement instrument. Any discrepancies in dimensions, coordinates, or boundary references must be resolved prior to execution of the Substation Easement Agreement and prior to closing of the Meridian PSA.
3. Confirm with Cornerstone Land Use Consulting, LLC (Alan Mercer) and Ashcroft & Wynn, P.
3. Confirm with Cornerstone Land Use Consulting, LLC (Alan Mercer) and Ashcroft & Wynn, P.C. (Thomas Ashcroft) that the setback lines depicted on the Survey are consistent with the setback requirements applicable under the PD-IP zoning classification and the setback modifications being sought in the pending ZMOD application (ZMOD-2025-0038). If any planned improvements encroach into required setbacks, coordinate with
4. Submit the completed Survey to Fidelitas Title & Escrow, Inc. for endorsement of the Ti Standard
⚑ Commercial term
4. Submit the completed Survey to Fidelitas Title & Escrow, Inc. for endorsement of the Title Commitment and for use in preparation of the owner's title insurance policy (owner's policy amount: $19,400,000) and the lender's title insurance policy (lender's policy amount: $390,000,000). Confirm that the Survey is acceptable to Sovereign Title Insurance Company as title underwriter and that no additional survey-related
5. Transmit any survey-related title objections to Dunleavy & Marsh, PLLC (Fiona Dunleavy,
5. Transmit any survey-related title objections to Dunleavy & Marsh, PLLC (Fiona Dunleavy, lead attorney for Meridian Acres LLC) promptly upon completion of the Survey review, in compliance with the title objection procedures set forth in the Meridian PSA. Given the due diligence period expiration date of July 7, 2025, all objections must be raised no later than that date.
6. Coordinate the completed Survey with Kestrel Infrastructure Advisors, LLC (Diane Presco
6. Coordinate the completed Survey with Kestrel Infrastructure Advisors, LLC (Diane Prescott, engagement lead, owner's representative) for integration into the master project schedule. Kestrel's project schedule tracks all due diligence deliverables, closing conditions, and construction milestones, and the Survey is a critical-path deliverable for multiple downstream activities.
7. Flag for the immediate attention of Cynthia Ho and Douglas Fairchild any Survey finding Standard
⚑ Commercial term
7. Flag for the immediate attention of Cynthia Ho and Douglas Fairchild any Survey findings that may have a material adverse impact on any of the following project milestones: (a) Closing of the Meridian PSA — target closing date: September 15, 2025; (b) Closing of the Construction Loan with Summit National Bank, N.A. (as Administrative Agent) — target closing date: October 15, 2025; (c) Execution of the EPC Agreemen