PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP
FROM: Rafael Dominguez, Working Associate, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Calderwood & Harkness LLP
DATE: March 25, 2024
RE: Survey Review Memorandum — All Properties; Fairwater Real Estate Investment Trust Acquisition of 14-Property Sun Belt Logistics and Office Portfolio from Greystone Meridian Partners Fund III, L.P.
MATTER NO.: 1036-00004
CC: Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust
This memorandum is a privileged and confidential communication prepared by Calderwood & Harkness LLP in connection with the legal representation of Fairwater Real Estate Investment Trust. This memorandum constitutes attorney work product and is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges. This memorandum is intended solely for the use of the persons identified above and should not be disseminated, distributed, or copied without the express prior written consent of Calderwood & Harkness LLP.
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I. EXECUTIVE SUMMARY
This memorandum summarizes Calderwood & Harkness LLP's ("C&H" or the "Firm") review of the ALTA/NSPS Land Title Surveys (each, a "Survey," and collectively, the "Surveys") prepared by Meridian Land Surveying, Inc. ("Meridian" or the "Surveyor") for each of the fourteen (14) properties (each, a "Property," and collectively, the "Properties" or the "Portfolio") comprising the real estate portfolio being acquired by Fairwater Real Estate Investment Trust (the "Buyer" or "Fairwater REIT") from Greystone Meridian Partners Fund III, L.P. (the "Seller" or "Greystone") pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "PSA"), for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000.00) (the "Purchase Price"). The lead surveyor for all fourteen Surveys is Daniel Caulfield, PLS, PE, of Meridian Land Surveying, Inc., located at 2745 Lenox Road NE, Suite 300, Atlanta, GA 30324.
Survey Instruction Letter. On November 8, 2023, C&H issued a comprehensive survey instruction letter (the "Survey Instruction Letter") to Meridian, specifying that all Surveys be prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys as jointly adopted by the American Land Title Association and the National Society of Professional Surveyors, including the following Table A Optional Items: Items 1 (monuments placed or found), 2 (address of the surveyed property), 3 (flood zone classification per FEMA mapping), 4 (gross land area), 6(a) (setback lines from applicable zoning and building ordinances), 6(b) (setback lines from recorded plats and covenants), 7(a) (exterior dimensions of all buildings at ground level), 7(b)(1) (square footage of the exterior footprint of all buildings at ground level), 7(c) (height of buildings above grade), 8 (parking areas, driveways, and loading docks), 9 (visible utilities), 10 (driveways, alleys, and private roads), 11(a) (location of utilities from plans and records), 11(b) (underground utilities from markings obtained pursuant to 811 locate requests), 13 (names of adjoining property owners from applicable tax records), 14 (distance to the nearest intersecting street), 16 (evidence of recent earth-moving, grading, or building construction), 17 (evidence of underground storage tanks or monitoring wells), 18 (location of wetland areas identified by flagging or markers), and 19 (plottable offsite easements benefiting the surveyed property as disclosed in the applicable title commitment). A copy of the Survey Instruction Letter is included as Attachment A hereto.
Certifications. All Surveys were certified to: (i) Fairwater Real Estate Investment Trust; (ii) Commonwealth National Title Insurance Company ("Commonwealth Title"), as the title insurer and escrow agent for the transaction; (iii) the applicable mortgage lender or lenders for each Property, including Pinnacle Federal Bank, N.A. ("Pinnacle"), Veltrano Capital Lending Corp. ("Veltrano"), and Sycamore Life Insurance Company ("Sycamore"), as applicable; and (iv) Calderwood & Harkness LLP.
Portfolio Overview. The Portfolio consists of fourteen Properties situated across five states, as follows:
• Georgia — Four (4) Properties (Fairfield Logistics Center I, Fairfield Logistics Center II, Buckhead Place Office Tower, and Peachtree Corners Logistics Center)
• Texas — Three (3) Properties (Westlake Distribution Hub, Katy Freeway Logistics Park, and Alliance Commerce Center)
• Florida — Three (3) Properties (Lakeland Crossings Industrial, Southport Logistics Park, and Brickell Bay Office Building)
• Tennessee — Three (3) Properties (Murfreesboro Distribution Center, Cool Springs Office Park, and Mount Juliet Commerce Park)
• North Carolina — One (1) Property (SouthPark Corporate Center)
In the aggregate, the Portfolio encompasses approximately 5,224,000 rentable square feet ("RSF"), consisting of ten (10) logistics properties totaling approximately 4,373,000 RSF and four (4) office properties totaling approximately 851,000 RSF.
Overall Findings. Surveys were received by C&H for all fourteen Properties. Upon initial review, the Surveys contained various items requiring correction, clarification, or further investigation. Accordingly, C&H issued a Survey Review Comment Letter (the "Comment Letter") to Meridian on March 15, 2024, requesting specific revisions and corrections across ten of the fourteen Surveys. A copy of the Comment Letter is included as Attachment B hereto. This memorandum identifies and analyzes all encroachments, easement issues, setback matters, and survey corrections identified during our review. The findings contained herein are coordinated with our Title Review Memorandum and Title Objection Letter dated March 27, 2024 (the "Title Objection Letter"), which was transmitted to Blackridge Hayes LLP ("Blackridge Hayes"), counsel to Seller, attention Nathaniel Pryce, Lead Partner.
Key Findings Summary. Our review of the fourteen Surveys yielded the following key findings:
• Minor Encroachments: Identified at three (3) Properties (Fairfield Logistics Center II, Buckhead Place Office Tower, and Peachtree Corners Logistics Center);
• Easement Access/Configuration Issues: Identified at four (4) Properties (Westlake Distribution Hub, Alliance Commerce Center, Southport Logistics Park, and Buckhead Place Office Tower);
• Setback Non-Conformities: Identified at two (2) Properties (Lakeland Crossings Industrial and Cool Springs Office Park);
• Certification and Drafting Corrections: Required at six (6) Properties initially, with additional corrections at four (4) other Properties, for a total of ten (10) correction items across ten (10) Surveys; and
• No Material Impairment: No survey finding was identified that would materially impair the use, occupancy, or value of any Property in the Portfolio.
Each of these findings is discussed in detail in the sections that follow.
II. SURVEY SPECIFICATIONS AND STANDARDS
A. Survey Standard
All fourteen Surveys were prepared, and are required to conform, to the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors (the "2021 Minimum Standards"). The 2021 Minimum Standards superseded the prior 2016 standards and include updated requirements for, among other things, the depiction of flood zone information, the format and content of surveyor certifications, and the treatment of optional Table A items.
In addition to the base minimum standard requirements, C&H's Survey Instruction Letter specified that each Survey include the following Table A optional survey responsibilities and specifications:
• Item 1 — Monuments: Location and description of monuments placed or found, including a notation of whether monuments are found or set.
• Item 2 — Address: The street address of the surveyed property based on the best available information.
• Item 3 — Flood Zone Classification: The flood zone designation for the surveyed property, as determined from the applicable Federal Emergency Management Agency ("FEMA") Flood Insurance Rate Map ("FIRM"), including the FIRM community panel number and effective date.
• Item 4 — Gross Land Area: The gross land area of the surveyed property, computed to the nearest hundredth of an acre based on the metes-and-bounds description or platted boundaries.
• Item 6(a) — Setback Lines (Zoning/Building Ordinances): Setback, building, and restriction lines as established by applicable zoning ordinances and building codes, as reported to the surveyor.
• Item 6(b) — Setback Lines (Recorded Plats/Covenants): Setback, building, and restriction lines as shown on recorded subdivision plats or as established by recorded covenants, conditions, and restrictions.
• Item 7(a) — Exterior Building Dimensions: The exterior dimensions of all buildings at ground level.
• Item 7(b)(1) — Building Footprint square Footage: The square footage of the exterior footprint of all buildings at ground level.
• Item 7(c) — Building Height: The height of all buildings above grade at the closest adjacent point of the building to the ground surface.
• Item 8 — Parking Areas: The number and type of marked parking spaces, loading docks, and handicapped parking spaces, as applicable, within the surveyed property.
• Item 9 — Visible Utilities: The location and type of visible above-ground utility facilities, including poles, pedestals, transformers, junction boxes, manholes, hydrants, and similar infrastructure.
• Item 10 — Driveways, Alleys, and Private Roads: The location and dimensions of driveways, alleys, and private roads within or providing access to the surveyed property.
• Item 11(a) — Utilities from Plans/Records: The location of utilities serving the surveyed property as evidenced by plans and records obtained from applicable utility providers.
• Item 11(b) — Underground Utilities (811 Locate): The location of underground utilities on or serving the surveyed property, as determined from markings provided pursuant to a request made through the applicable state 811 one-call utility locate system.
• Item 13 — Adjoining Property Owners: The names of adjoining property owners as disclosed by current tax records.
• Item 14 — Distance to Nearest Intersecting Street: The distance from the nearest corner of the surveyed property to the nearest intersecting street or road right-of-way.
• Item 16 — Evidence of Earth-Moving or Construction: Evidence of recent earth-moving, grading, or building construction on or adjacent to the surveyed property.
• Item 17 — Underground Storage Tanks or Monitoring Wells: Evidence of underground storage tanks, including vent pipes, fill pipes, and monitoring wells, on the surveyed property.
• Item 18 — Wetland Areas: The location of wetland areas on the surveyed property as identified by flagging, staking, or other markers observed during the survey.
• Item 19 — Plottable Offsite Easements: The location of plottable offsite easements, servitudes, or rights-of-way that benefit the surveyed property, as identified in the applicable title commitment provided to the surveyor.
The selection of these Table A items was coordinated with Commonwealth Title, Pinnacle, Veltrano, and Sycamore, and reflects the customary scope of survey due diligence for a portfolio acquisition of this size and nature.
B. Certification Requirements
Each Survey was required to bear a certification addressed to the following parties:
(i) Fairwater Real Estate Investment Trust, as the prospective purchaser and owner of the Properties;
(ii) Commonwealth National Title Insurance Company, as the title insurer and escrow agent;
(iii) The applicable mortgage lender(s) for each Property, identified as follows: Pinnacle Federal Bank, N.A. (for Properties 1 through 8 and 13, under Loan Nos. 1-A through 1-H); Veltrano Capital Lending Corp. (for Properties 9 through 12, under Loan Nos. 2-A through 2-D); and Sycamore Life Insurance Company (for Properties 13 and 14, under Loan Nos. 3-A and 3-B); and
(iv) Calderwood & Harkness LLP, as counsel to the Buyer.
The certification language on each Survey is required to conform to the form of certification set forth in the 2021 Minimum Standards, including the surveyor's statement that the survey was prepared in accordance with the Minimum Standard Detail Requirements, that the survey meets or exceeds the applicable accuracy standards, and that the surveyor has inspected the property. Each Survey is required to bear the professional license number, seal, and original signature (or electronic equivalent) of the responsible licensed professional surveyor in the state in which the applicable Property is located. As noted below in the property-by-property review, the Mount Juliet Commerce Park Survey initially bore only a Georgia surveyor's seal, and a revised Survey with a dual certification (Georgia and Tennessee licensed surveyors) was subsequently obtained.
C. Coordination with Title Review
The survey findings set forth in this memorandum have been cross-referenced with the title commitments issued by Commonwealth National Title Insurance Company for each of the fourteen Properties. The title officer for the transaction is Kenneth Stanhope, Senior Vice President and Title Officer, with Virginia Moorehead, Assistant Vice President and National Counsel, providing additional underwriting support.
Survey-related title exceptions identified in C&H's Title Review Memorandum (which is being finalized concurrently with this memorandum) are addressed herein to the extent they relate to matters depicted on or revealed by the Surveys, including encroachments, easement configurations, boundary discrepancies, and other survey-related conditions. The Title Objection Letter dated March 27, 2024, incorporated a total of twenty-three (23) title objection items, several of which relate directly to survey-depicted matters. These survey-related title objection items include the three identified encroachments, two easement overlap conditions, and two setback non-conformities discussed in detail in Sections IV, V, and VI of this memorandum.
The title objection deadline under the PSA is March 29, 2024, which is thirty (30) days from the execution date of the PSA on February 28, 2024. The Seller is afforded a cure period of fifteen (15) business days from receipt of the Title Objection Letter within which to cure or agree to cure the identified objection items. Accordingly, the Seller's response to the Title Objection Letter is due no later than April 19, 2024 (subject to adjustment for any intervening holidays). We note that Blackridge Hayes (Thomas Keating, Senior Associate) provided a preliminary response on April 8, 2024, and C&H provided acceptance and counter-comments on April 11, 2024, as discussed further in Section IX below.
III. PROPERTY-BY-PROPERTY SURVEY REVIEW
The following sections present our detailed review findings for each of the fourteen Properties, organized sequentially by Property number. For each Property, we have identified the key survey data points, any encroachments, easement issues, setback matters, and corrections that were identified and requested.
Property 1: Fairfield Logistics Center I
Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213
Target Entity: GMP Fairfield I LLC (EIN: 84-2310561)
Property Type: Logistics
Rentable square Footage: 412,000 RSF
Year Built: 2020
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-A
Survey Findings:
The Survey for Fairfield Logistics Center I depicts a logistics warehouse and distribution facility situated on approximately 24.8 acres of land in Fairburn, Fulton County, Georgia. The property is classified as Zone X (area of minimal flooding) under the applicable FEMA FIRM panel, with no portion of the property lying within a Special Flood Hazard Area ("SFHA"). The building footprint and exterior dimensions at ground level are confirmed as consistent with the site plan records provided by Seller and reviewed by C&H.
The Survey depicts one hundred forty-two (142) trailer parking spaces, eighty-six (86) automobile parking spaces, and forty-eight (48) loading docks, all of which are consistent with the lease abstracts and property descriptions contained in the PSA.
No encroachments were identified on the Survey. A thirty-foot (30') utility easement runs along the eastern boundary of the property and is properly depicted on the Survey. No building or site improvements encroach upon the utility easement area. All setback lines are confirmed as compliant with applicable zoning ordinances for the property's current land use classification.
The 811 utility locate was completed, and the resulting underground utility markings are depicted on the Survey consistent with the as-built plans for the property. No evidence of underground storage tanks or monitoring wells was observed or depicted. No evidence of wetland flagging or markers was observed.
Correction Needed: The initial Survey certification omitted Pinnacle Federal Bank, N.A. as a named certifiee. This omission was identified during C&H's initial review and was included as a correction item in the Comment Letter dated March 15, 2024.
Status: A revised Survey with the corrected certification was received from Meridian. All required certifiees are now included on the certification. There are no remaining open items for this Property.
Property 2: Fairfield Logistics Center II
Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213
Target Entity: GMP Fairfield II LLC (EIN: 84-2310578)
Property Type: Logistics
Rentable square Footage: 387,000 RSF
Year Built: 2020
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-B
Survey Findings:
The Survey for Fairfield Logistics Center II depicts the second of two logistics facilities in the Fairfield Industrial corridor in Fairburn, Georgia. The property is situated on approximately 22.1 acres. The flood zone classification is Zone X, with no portion of the property within a SFHA. The building footprint and exterior dimensions were confirmed as consistent with available records.
The Survey depicts one hundred twenty-eight (128) trailer parking spaces, seventy-four (74) automobile parking spaces, and forty-two (42) loading docks.
Minor Encroachment Identified: The Survey reveals that a concrete truck apron located along the southern boundary of the property extends approximately 2.3 feet into a fifteen-foot (15') landscape buffer easement recorded in Plat Book 412, Page 16, Fulton County, Georgia records. The encroachment is de minimis in nature and appears to pre-date Seller's acquisition of the property. The concrete truck apron was constructed as part of the original site development in 2020 and has been in its current location since that time. The landscape buffer easement was established by the applicable subdivision plat and requires the maintenance of landscaping within the buffer area; however, the encroaching truck apron does not appear to interfere with any drainage, utility, or access function of the easement.
Recommended Treatment: We recommend that the Buyer obtain a title endorsement from Commonwealth Title providing affirmative insurance against loss arising from the encroachment (specifically, an ALTA 28-06 or comparable endorsement). The encroachment should be included as a Permitted Exception under the PSA, subject to the issuance of the title endorsement. This matter has been included in the Title Objection Letter.
The Survey depicts an access easement from Fairfield Industrial Blvd that benefits the property, and the access easement is properly shown and consistent with the recorded instrument. Setback compliance has been confirmed. The 811 utility locate was completed, and no utility conflicts were identified. No evidence of underground storage tanks, monitoring wells, or wetland markers was observed.
Correction Needed: The scale bar on the initial Survey was incorrect. The scale bar indicated a scale of 1"=50', but the actual plotted scale of the Survey was 1"=100'. This discrepancy was identified during C&H's review and was included in the Comment Letter.
Status: A revised Survey was received from Meridian with the corrected scale bar. The encroachment is clearly depicted and annotated on the revised Survey. The encroachment has been included in the Title Objection Letter, and a title endorsement has been requested from Commonwealth Title.
Property 3: Westlake Distribution Hub
Address: 11500 Westlake Parkway, Houston, TX 77082
Target Entity: GMP Westlake LLC (EIN: 84-2415693)
Property Type: Logistics
Rentable square Footage: 624,000 RSF
Year Built: 2019
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-C
Survey Findings:
The Survey for Westlake Distribution Hub depicts the largest logistics facility in the Portfolio, situated on approximately 38.6 acres in the Westlake area of Houston, Harris County, Texas. The flood zone classification is primarily Zone X (area of minimal flooding); however, the Survey depicts approximately 1.2 acres along the western boundary of the property as falling within Zone AE (100-year floodplain), as designated by FEMA Panel No. 48201C0655M. Importantly, no building improvements are located within the Zone AE area. The flood-zone-designated area consists of an undeveloped drainage corridor running along the western edge of the property, which serves as a natural stormwater conveyance channel.
The building footprint was confirmed on the Survey. This property houses the largest single logistics building in the Portfolio, and its dimensions are consistent with the site plan records. The Survey depicts two hundred twenty (220) trailer parking spaces, one hundred twelve (112) automobile parking spaces, and sixty-four (64) loading docks.
Easement Issue Identified: The Survey depicts a fifty-foot-wide (50') drainage easement running in a north-south direction along the western property boundary. The easement was established for the benefit of the applicable drainage district and provides for the maintenance and operation of drainage infrastructure in the area. The Survey reveals that a paved employee parking area partially overlaps with the drainage easement, with approximately eight (8) marked parking spaces situated within the easement area. The parking improvements appear to have been constructed in 2019 contemporaneously with the building, based on the age and condition of the pavement as observed by the surveyor. To date, the drainage utility district has not raised any objection to or taken any enforcement action regarding the parking improvements within the easement area.
Recommended Treatment: We recommend that the Buyer seek consent or written acknowledgment from the drainage district easement holder confirming that the existing parking improvements within the easement area are acceptable and will not be subject to removal. In the alternative, a title endorsement from Commonwealth Title providing affirmative insurance coverage for the easement overlap should be obtained. This matter has been included in the Title Objection Letter.
Environmental Note: This property is one of two Properties in the Portfolio at which de minimis recognized environmental conditions ("RECs") were identified in the Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist). The Survey depicts the presence of two (2) groundwater monitoring wells on the southwestern corner of the property, which is consistent with the Phase I ESA findings. No Phase II Environmental Site Assessment was required or recommended by Trident Environmental Group based on the nature and extent of the identified RECs.
Setback compliance has been confirmed. Harris County zoning permits the current use of the property, and all improvements are located within the allowable building envelope. The 811 utility locate was completed, and no utility conflicts were identified.
Correction Needed: The names of adjoining property owners (Table A Item 13) were incomplete on the initial Survey. Three parcels to the north of the property were listed by tax parcel identification number only, without the corresponding owner names. This correction was requested in the Comment Letter.
Status: A revised Survey was received from Meridian with complete adjoining owner information for all adjacent parcels. The drainage easement parking overlap remains an open title and survey matter, pending resolution through the Title Objection process. Seller's response is awaited.
Property 4: Katy Freeway Logistics Park
Address: 22600 Katy Freeway, Katy, TX 77449
Target Entity: GMP Katy LLC (EIN: 84-2415710)
Property Type: Logistics
Rentable square Footage: 538,000 RSF
Year Built: 2021
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-D
Survey Findings:
The Survey for Katy Freeway Logistics Park depicts a large-format logistics facility situated on approximately 32.4 acres in Katy, Harris County, Texas. The entire property is classified as Zone X (area of minimal flooding), with no SFHA exposure. The building footprint and exterior dimensions are confirmed as consistent with the site plan records for the property.
The Survey depicts one hundred eighty-eight (188) trailer parking spaces, ninety-six (96) automobile parking spaces, and fifty-six (56) loading docks, reflecting one of the higher parking counts among the logistics properties in the Portfolio.
No encroachments were identified on the Survey. A twenty-five-foot (25') utility easement runs along the Katy Freeway frontage of the property and is properly depicted on the Survey. No building or site improvements encroach upon the utility easement area.
The Survey also depicts a reciprocal access easement with an adjacent retail parcel, providing for shared ingress and egress from a common driveway cut. The reciprocal access easement is consistent with the recorded easement instrument and has been confirmed in coordination with the title commitment.
Setback compliance has been confirmed pursuant to the applicable zoning regulations. The 811 utility locate was completed, and no utility conflicts were identified. No evidence of underground storage tanks, monitoring wells, or wetland markers was observed on the property.
Correction Needed: The initial Survey omitted the distance to the nearest intersecting street, as required by Table A Item 14 of the 2021 Minimum Standards. This omission was identified during C&H's review and was included as a correction item in the Comment Letter.
Status: A revised Survey was received from Meridian with the distance to the nearest intersecting street properly noted. There are no remaining open items for this Property.
Property 5: Alliance Commerce Center
Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177
Target Entity: GMP Alliance LLC (EIN: 84-2415728)
Property Type: Logistics
Rentable square Footage: 485,000 RSF
Year Built: 2020
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-E
Survey Findings:
The Survey for Alliance Commerce Center depicts a logistics facility situated on approximately 28.9 acres in the Alliance corridor of Fort Worth, Tarrant County, Texas. The property is located within the broader AllianceTexas development, a master-planned industrial and commercial complex in northern Fort Worth. The entire property is classified as Zone X (area of minimal flooding), with no SFHA exposure. The building footprint and exterior dimensions are confirmed as consistent with available records.
The Survey depicts one hundred sixty-eight (168) trailer parking spaces, eighty-four (84) automobile parking spaces, and fifty (50) loading docks.
No encroachments were identified on the Survey.
Easement Issue Identified: The Survey depicts a twenty-foot-wide (20') pipeline easement (natural gas) crossing the northeastern corner of the property. The pipeline easement was recorded as Document No. 2015-47832 in the Official Public Records of Tarrant County, Texas. No building or site improvements encroach upon the pipeline easement area. However, the pipeline easement is not depicted on the recorded subdivision plat for the property. The Survey properly shows the location of the easement based on the meets and bounds description set forth in the recorded easement instrument.
Recommended Treatment: C&H recommends that the Buyer confirm with local counsel, Breckenridge Osgood LLP (James Breckenridge), that the pipeline easement does not impair the development potential of the property or trigger any regulatory issues under applicable Texas Railroad Commission or Pipeline and Hazardous Materials Safety Administration ("PHMSA") regulations. Following such confirmation, the pipeline easement should be accepted as a Permitted Exception under PSA Exhibit P. This matter has been reviewed with local counsel, and confirmation has been received that the easement does not adversely affect the current or contemplated use of the property.
Setback compliance has been confirmed. The 811 utility locate was completed, and the pipeline location was marked consistent with the recorded easement. No evidence of underground storage tanks, monitoring wells, or wetland markers was observed.
Corrections Needed: No corrections were required on the initial Survey for this Property.
Status: There are no open items for this Property. The pipeline easement has been accepted as a Permitted Exception.
Property 6: Lakeland Crossings Industrial
Address: 7100 Drane Field Road, Lakeland, FL 33811
Target Entity: GMP Lakeland LLC (EIN: 84-2527834)
Property Type: Logistics
Rentable square Footage: 372,000 RSF
Year Built: 2019
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-F
Survey Findings:
The Survey for Lakeland Crossings Industrial depicts a logistics facility situated on approximately 21.7 acres in Lakeland, Polk County, Florida. The flood zone classification is primarily Zone X (area of minimal flooding); however, the Survey identifies a small area of approximately 0.4 acres along the southern drainage swale as falling within Zone AH (areas subject to inundation by 1-percent-annual-chance shallow flooding where average depths are between one and three feet). No building improvements or other significant site improvements are located within the Zone AH-designated area.
The building footprint and exterior dimensions are confirmed as consistent with available records. The Survey depicts one hundred twenty-six (126) trailer parking spaces, sixty-four (64) automobile parking spaces, and thirty-eight (38) loading docks.
Setback Issue Identified: The Survey reveals that the northern building wall is located approximately 24.2 feet from the northern property line. The applicable Polk County zoning classification for the property is Industrial — Light (IL-1), which requires a minimum side yard setback of twenty-five (25) feet. Accordingly, the northern building wall is approximately 0.8 feet (approximately 9.6 inches) short of the required setback distance. Based on our review of the building permit records and the certificate of occupancy issued for the property, this appears to be a pre-existing legal nonconformity. The building was constructed in 2019, and a certificate of occupancy was issued by the Polk County Building Division upon completion of construction. There is no indication that the setback shortfall was identified or objected to during the permitting or construction process.
Recommended Treatment: C&H recommends that the Buyer confirm the legal nonconforming status of the setback condition with local Florida counsel, Palmetto Strauss PA (Roberto Strauss). In particular, local counsel should confirm that: (a) the building was constructed in compliance with the building permit issued at the time of construction or was otherwise accepted by the applicable governmental authority; (b) the property's current zoning classification has not changed since the date of construction in a manner that would cause the nonconformity to become a violation; and (c) the nonconforming condition does not impair the ability to rebuild, repair, or renovate the building in the event of a casualty or other loss. Additionally, a zoning compliance letter from the Polk County Zoning Division should be obtained, if available. A title endorsement from Commonwealth Title providing affirmative survey coverage for the setback condition has been requested. This matter has been included in the Title Objection Letter.
Environmental Note: This property is the second of two Properties in the Portfolio at which de minimis recognized environmental conditions were identified in the Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC. The Survey depicts one (1) groundwater monitoring well on the eastern side of the property, near a former agricultural chemical storage area. The Property Condition Assessment ("PCA") prepared by Rampart Building Sciences, Inc. (Alan Westbrook, PE) identified estimated immediate repair costs of approximately $380,000 for this property, which relates to building systems maintenance and is not survey-related.
The 811 utility locate was completed, and no utility conflicts were identified.
Correction Needed: The legal description on the Survey plat contained a typographical error in one bearing call. The Survey stated "N 12°14'33" E," which should have read "N 12°14'33" W" based on the recorded legal description. This typographical error was identified during C&H's review and was included as a correction item in the Comment Letter.
Status: A revised Survey was received from Meridian with the corrected bearing call. The setback issue remains subject to confirmation from Palmetto Strauss PA regarding the property's legal nonconforming status.
Property 7: Southport Logistics Park
Address: 3200 Southport Connector Road, Jacksonville, FL 32218
Target Entity: GMP Southport LLC (EIN: 84-2527849)
Property Type: Logistics
Rentable square Footage: 410,000 RSF
Year Built: 2021
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-G
Survey Findings:
The Survey for Southport Logistics Park depicts a logistics facility situated on approximately 25.3 acres in the Southport area of Jacksonville, Duval County, Florida. The entire property is classified as Zone X (area of minimal flooding), with no SFHA exposure. The building footprint and exterior dimensions are confirmed as consistent with available records.
The Survey depicts one hundred forty-six (146) trailer parking spaces, seventy-eight (78) automobile parking spaces, and forty-six (46) loading docks.
No encroachments from the subject property were identified on the Survey. A forty-foot (40') access easement from Southport Connector Road is depicted on the Survey. This access easement is shared with an adjacent logistics property and provides the primary means of vehicular ingress and egress for the subject property. No building or site improvements are located within the access easement area.
Easement Issue Identified: The Survey depicts a fifteen-foot-wide (15') stormwater management easement running along the southern boundary of the property. The Survey shows that a concrete retaining wall has been constructed by the adjacent property owner approximately 1.5 feet within the stormwater management easement area. Importantly, this encroachment is from the neighboring property into the subject property's easement — it is not an encroachment by the subject property's structures. The retaining wall does not appear to interfere with the function or purpose of the stormwater management easement.
Recommended Treatment: This condition should be noted as an existing condition on the Survey and in the closing files. No curative action is required by the Seller, as the encroaching structure belongs to the adjacent property owner rather than the subject property. However, a title endorsement from Commonwealth Title providing affirmative survey coverage for the existing condition has been requested, to protect against any future claim by the neighboring property owner of prescriptive rights or adverse possession arising from the encroachment.
Setback compliance has been confirmed per Duval County zoning regulations. The 811 utility locate was completed, and no utility conflicts were identified. No evidence of underground storage tanks, monitoring wells, or wetland markers was observed.
Corrections Needed: No corrections were required on the initial Survey for this Property.
Status: There are no open items for this Property. The neighboring retaining wall encroachment has been noted as an existing condition, and no curative action by Seller is required.
Property 8: Murfreesboro Distribution Center
Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127
Target Entity: GMP Murfreesboro LLC (EIN: 84-2527856)
Property Type: Logistics
Rentable square Footage: 502,000 RSF
Year Built: 2020
Applicable Loan: Pinnacle Federal Bank, N.A. — Loan 1-H
Survey Findings:
The Survey for Murfreesboro Distribution Center depicts the second-largest logistics property in the Portfolio, situated on approximately 30.1 acres in Murfreesboro, Rutherford County, Tennessee. The entire property is classified as Zone X (area of minimal flooding), with no SFHA exposure. The building footprint and exterior dimensions are confirmed as consistent with available records.
The Survey depicts one hundred seventy-six (176) trailer parking spaces, ninety-two (92) automobile parking spaces, and fifty-four (54) loading docks.
No encroachments were identified on the Survey. A twenty-foot (20') utility easement runs along the Joe B. Jackson Parkway frontage and is properly depicted on the Survey. No building or site improvements encroach upon the utility easement area. Setback compliance has been confirmed pursuant to applicable Rutherford County zoning regulations.
The 811 utility locate was completed, and no utility conflicts were identified. No evidence of underground storage tanks, monitoring wells, or wetland markers was observed.
Correction Needed: The certification date on the initial Survey pre-dated the effective date of the title commitment for this Property by fourteen (14) days. Commonwealth Title has indicated that the Survey certification must be dated on or after the effective date of the title commitment in order for the Survey to be accepted for purposes of issuing the owner's and loan title insurance policies. Accordingly, a revised certification with an updated date was requested in the Comment Letter.
Status: A revised Survey with the updated certification date was received from Meridian. The revised certification date falls within the acceptable window for Commonwealth Title's underwriting requirements. There are no remaining open items for this Property.
Property 9: Buckhead Place Office Tower
Address: 3380 Peachtree Road NE, Atlanta, GA 30326
Target Entity: GMP Buckhead LLC (EIN: 84-2639901)
Property Type: Office
Rentable square Footage: 285,000 RSF
Year Built: 2018
Applicable Loan: Veltrano Capital Lending Corp. — Loan 2-A
Survey Findings:
The Survey for Buckhead Place Office Tower depicts a high-rise Class A office tower situated on approximately 2.8 acres in the Buckhead district of Atlanta, Fulton County, Georgia. The property is classified as Zone X (area of minimal flooding), with no SFHA exposure. The building footprint is confirmed, and the Survey depicts an eighteen-story (18-story) office tower with a building height of approximately 248 feet above grade, as measured pursuant to Table A Item 7(c).
Parking for the property consists of a structured parking garage with five (5) levels containing approximately six hundred eighty (680) spaces, in addition to forty-two (42) surface parking spaces.
Minor Encroachment Identified: The Survey reveals that the building canopy and awning over the main entrance of the office tower extend approximately 4.2 feet beyond the property line into the public sidewalk right-of-way along Peachtree Road NE. The Survey notes that this encroachment appears to be subject to a revocable encroachment permit issued by the City of Atlanta, Permit No. EP-2017-0438. The canopy is an architectural feature of the building's main entrance and provides weather protection for pedestrians entering and exiting the building.