HomeMy WebLinkAbout2024.12.02 Exhibit S - ESTOPPEL.Conservation RestrictionESTOPPEL CERTIFICATE
RWXII REIT ACQUISITION, LLC
c/o Rockwood Capital
140 E. 45th Street, 34th Floor
New York, New York 10017
Attention: Nathalia Bernardo
Reference is made to the Conservation Restriction and Limited Public Access Grant by GS
Barnstable Land Owner, LLC, a Delaware limited liability company, having an address c/o
Greystar at 8405 Greensboro Drive, Suite 500, McLean, Virginia 22102 (“Grantor”) to the Town
of Barnstable, a Massachusetts municipal corporation, acting by and through the Barnstable
Conservation Commission (“Grantee”), accepted as of November 5, 2019 (the “Restriction”;
terms not otherwise defined herein to have the meanings set forth in the Restriction) with respect
to the premises described in and affected by the Restriction, and commonly known, inter alia, as
200 Communication Way, Barnstable, MA (the “Property”). Pursuant to Section III.M of the
Restriction, the undersigned has been asked by Grantor to deliver this Certificate to the parties
listed above in connection with a proposed sale of the Property by Grantor to RWXII REIT
ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”) which acquisition will
be financed by a mortgage loan from a lender selected by Purchaser (“Lender”).
The undersigned hereby certifies as of December ___, 2024, that:
1. A true and correct copy of the Restriction, together with all exhibits and
amendments thereto, as recorded in the Barnstable County Registry of Deeds in
Book 32580, Page 1, is attached as Exhibit A.
2. The Restriction is presently in full force and effect, and has not been modified.
3. Without having performed an inspection and to the best of the undersigned’s
knowledge, Grantor is not in default under or in violation of any of the conditions,
restrictions, covenants or obligations of the Restriction and there is no event which,
but for the passage of time, or the giving of notice, or both, would constitute an
event of default or a breach by Grantor under the Restriction. Section II(B)(7) of
the Restriction permits but does not require Grantor to undertake measures within
a Restoration Plan, anticipates that Grantor will complete the measures and do so
in accordance with Exhibit C of the Restriction, and that, to date, the measures
within the Restoration Plan have not been implemented.
4. The address hereinafter set forth is the address for all notices to Grantee:
Barnstable Conservation Commission
Attention: Conservation Agent
230 South Street
Hyannis, Massachusetts 02601
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with a copy to:
Town Attorney
Town of Barnstable
367 Main Street
Hyannis, Massachusetts 02601
5. Grantee acknowledges receipt of notice of the intended transfer of the Property to
Purchaser or its assignees in accordance with paragraph III.L of the Restriction.
6. Grantee has delivered this Estoppel Certificate with the understanding that
Purchaser, Lender, any other mortgagee of the Property, and their respective
successors and/or assigns, but no other party, shall be entitled to rely upon the
Grantee’s certifications set forth herein. Notwithstanding the foregoing, the
execution by the Grantee of this Estoppel Certificate shall not constitute an
indemnity by the Grantee or any of its employees or agents and shall not subject
the Grantee or any of its employees or agents to any monetary or other liability.
7. The individual executing this Estoppel Certificate on behalf of Grantee is
authorized to do so.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has executed this Estoppel Certificate as of the
date first written above.
BARNSTABLE CONSERVATION COMMISSION
By:
Name: Darcy Karle
Title: Conservation Administrator
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EXHIBIT A
(See Attached)