Pamela L. Andes

Commercial/Industrial Real Estate

• Developer. Acquisition of former industrial site that has been impacted with PCBs and chlorinated solvents. The United States Environmental Protection Agency (US EPA) is the lead agency under the Toxic Substances Control Act for PCBs and the California Regional Water Quality Control Board (Board) is overseeing the onsite investigation and remediation and offsite monitoring of chlorinated solvent releases. The sale involved the transfer of certain environmental liability to the buyer and the retention of other environmental liability by the seller, secured by a guaranty, together with a land use restriction and indemnity agreement.
• Owner/User. Technology company in acquisition of ground lease interest in federal Superfund Site. Negotiated Bona Fide Prospective Lessee Agreement with USEPA and Board providing liability protection for ground lessee.
• Steel company. Sale of 600+ acres of property on which a mill previously operated. The sale involved the transfer of all environmental liability to the buyer, secured by a fixed price, bonded remediation contract, a deed of trust and security agreement, a guaranty, and three environmental insurance policies.
• Buyers. Negotiated indemnity and easement agreements with the responsible parties and environmental insurance related to Federal NPL Superfund sites.
• Developer. Acquisition of a California Superfund Site property from the responsible party that was also located within the boundaries of a US EPA Superfund Site due to regional groundwater contamination. Negotiated a favorable indemnity from the seller responsible party, a Prospective Purchaser Agreement (PPA) from the California Department of Toxic Substances Control (DTSC)(this was only the fourth agreement of this kind entered into by the DTSC), a comfort letter from the US EPA and a Pollution Legal Liability Policy (PLL) and a Contractor's Pollution Liability Policy (CPL) from a major insurance company which allowed the developer to acquire the property with a Wall Street joint venture partner.
• Developer. Acquisition of a California Superfund Site which had been impacted by prior oil recycling operations on the property, including PCBs and lead. The primary responsible party was a major oil company. Negotiated a settlement agreement with the oil company and a consent order and a land use covenant with the oil company and the DTSC which allowed the developer to acquire and promptly sell the property for redevelopment on very favorable terms. Represented new buyer/developer in acquiring this property and subsequently reselling it.
• Developer. Acquisition of property on which lock manufacturing and assembly and other industrial operations had been performed and had impacted soil and groundwater. Cleanup of the property is ongoing. Negotiated a favorable indemnity from the seller responsible party, a guaranty of the indemnity from the parent, a Fortune 500 company, and a PPA from the Board which allowed the developer to acquire the property with a Wall Street joint venture partner and redevelop it. The property has since been financed by institutional lenders. Represented the same developer to acquire the adjacent parcel on which the same industrial operations were performed from the same responsible party on similar terms.
• Developer. Acquisition of unimproved property on which electrical component manufacturing, assembly, and other industrial operations had been performed for decades and had impacted soil and groundwater. Cleanup of the property is ongoing. Negotiated a PPA from the Board and a PLL and a CPL which allowed the developer to acquire the property and redevelop it for its corporate headquarters.
• Developer. Acquisition of an undeveloped property on which electrical component assembly had been performed and had impacted soil and groundwater. Environmental characterization of the property is ongoing. Negotiated a favorable indemnity from the seller, a guaranty of the indemnity from the parent, a Fortune 500 company, and a PPA from the Board which allowed the developer to acquire the property with a Wall Street joint venture partner and subsequently sell it on very favorable terms in a short time.
• Developer. Acquisition of two parcels situated on a former landfill located in the San Francisco Bay. Negotiated covenants, conditions and restrictions with other landfill owners concerning the environmental aspects of the project and two PLLs from two major insurance companies.
• Developer. Acquisition of property on which aerospace manufacturing and assembly was performed for decades and impacted soil and groundwater. Cleanup of the property is ongoing. The property is within a US EPA and is subject to ongoing oversight of the Board. Negotiated indemnity, easement, ground lease, land use covenant, environmental impact report and related documents with the responsible party seller and governmental agencies and leases, sales agreements and financing for the retail and office development. Represented the same client to acquire similar property on similar terms from the same seller.
• Developer. Acquisition of hundreds of acres of undeveloped property on which asbestos-containing transite pipe had been demolished, graded and buried. Negotiated comfort letter from the US EPA and PLL and CPL from major insurance carrier which allowed the developer to acquire and promptly sell the property on very favorable terms.
• Investor. Acquisition of an improved aerospace manufacturing facility which had been impacted by chlorinated solvent releases and needed remediation under the oversight of the Board. Negotiated environmental indemnity and leases with the seller responsible party and a PPA with the lead governmental agency.
• Developer. Acquisition of property on which industrial operations had been performed for decades and had impacted soil and groundwater. Cleanup of the property is ongoing. Negotiated a favorable indemnity agreement from the responsible party, secured by a Letter of Credit, which allowed the developer to acquire the property and develop it for a retail entertainment center.
• Investor. Acquisition of developed industrial property which had been impacted by various hazardous materials releases, including negotiation of an environmental risk allocation agreement.
• Developer. Acquisition of 160 acres of industrial property previously used as an aerospace production facility and concurrent sale of 50 acres to a retail developer. Negotiated purchase documentation with seller, sale documentation with retail buyer (and their respective buyers/major tenants), indemnification and easement agreement with seller and three environmental insurance policies. Subsequently represented the client in connection with construction financing for the project.
• Developer. Redevelopment of Resource Conservation and Recovery Act (RCRA) permitted facility.

Residential Real Estate

• Joint Venture Developer. Land swap agreement with the United States of America, which resulted in former military base conversion to residential use.
• Home Builder. Procurement of long term environmental insurance policy to cover environmental claims related to conversion of an oil field to residential use and on oil field accommodation agreement with the oil field operator.
• Developer. Acquisition of unimproved land which was a former aerospace manufacturing facility impacted by chlorinated solvent releases and remediated under the oversight of the Board. Negotiated environmental indemnity from the seller, PPA with the lead governmental agency, and an environmental insurance policy.
• Developer. Investigated and handled claims by homeowners of mold occurrences. Representation included retaining the mold experts, developing an investigation and remediation strategy, pursuing insurance coverage, and pursuing subcontractors responsible for the defects that led to the water intrusion.
• Developer. Mold growth that developed during construction of the project, including identification of forensic consultants, preparation of disclosure reports, and advice on sale agreement provisions.
• Developer. Acquisition of existing apartment complex which was to be converted to condominium use. Representation included procuring CPL insurance and PLL insurance that specifically covered mold issues.
• Developer. Acquisition of existing apartment complex slated for condominium conversions, and procurement of a CPL Policy that covered mold issues.

Counseling

• Counsel on the impact of Federal and State environmental laws on companies' ongoing operations and practices.