Brooke Frankel Dickerson

Negotiated with United States Department of Justice, the Environmental Protection Agency and other potentially responsible parties in defending client against a cost recovery claim under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which resulted in an Administrative Order on Consent.

Represented global consumer products client in negotiating purchase agreement of manufacturing facility in Forest Park, GA, completing significant environmental due diligence, applying for inclusion in Georgia’s Brownfields program and obtaining approval of Brownfields Compliance Status Report and final Limitation of Liability from the Georgia Environmental Protection Division.

Assisted large food distribution company in evaluating property in Massachusetts for large land acquisition with respect to Natural Resource issues, primarily Wetlands and other Jurisdictional Waters and Endangered Species.

Advised client on legal and practical implications of proposed Atlanta Sustainability Ordinance and assisted in developing strategy to lobby against adoption of the new law; strategy was successful in raising awareness of inadequacies of law resulting in rejection by the Atlanta City Council.

Assisted Japanese manufacturing client with site selection, environmental due diligence, land development permits, negotiation with local, county and state authorities to obtain various economic incentives and applications for Georgia Industrial Wastewater Discharge and Air Emission permits in connection with the construction and development of new plant near Griffin, GA.

Assisted Austrian and German-based Benteler Group with site selection and environmental assessment and permit issues associated with the development of a $900 million hot rolling tube mill and steel mill on 325 acres in Louisiana.

Drafted and negotiated Design Contracts, Construction Agreements and a Project Service Agreement for an office renovation project for a large hotel holding company.  Significant review and revisions of lower tier contracts were required with multiple players in order to coordinate all work within a tight schedule.  Our work also included negotiations with the Landlord and amending the lease to accommodate renovation goals.

Represent the Westside Future Fund, a developer of affordable housing, in negotiating and drafting financing documents, construction contracts and architect agreements, and in evaluating environmental due diligence, brownfield issues and corrective actions, related to revitalizing the historic Westside neighborhoods in downtown Atlanta, Georgia. Coordinated with the Georgia Environmental Protection Division and negotiated and finalized a Consent Agreement/Final Order with the Environmental Protection Agency Region 4 for the evaluation and potential removal of soils from various residential lots, hastening redevelopment of these properties and ensuring risk-based clean up if necessary.

Represented Griffin-American Healthcare REIT, II, Inc., a non-traded REIT, in connection with a variety of environmental issues arising out of the acquisition, leasing and financing of various healthcare facilities, including the acquisition of a Midwest portfolio of long-term acute care hospitals, a Northeast portfolio of skilled nursing facilities, and a West Coast hospital portfolio. Each transaction utilized a complex structure involving a master lease, multiple subleases, guaranties, letters of credit and intercreditor agreements. Several of the transactions also involved post-closing remediation/corrective action agreements.

Represented The Kroger Co. in connection with the $22 million acquisition of approximately 250 acres of Fort Gillem, Forest Park, GA, a former army base recently closed under the Base Closure and Realignment Act (BRAC). The Army first sold 750+ acres to the City of Forest Park Urban Redevelopment Authority (URA), who then immediately conveyed a portion to the client. As part of the transaction, Kroger agreed to a future sale/leaseback arrangement with the City in exchange for bond issuance. Past uses and known contamination at the site required extensive historical due diligence and site assessment; negotiations with Georgia EPD and the United States EPA regarding the state Hazardous Site Inventory, the National Priorities List (Superfund), No Further Remedial Action (NFRAP) status and the Brownfields program; and negotiations with the Department of the Army, the City of Forest Park and the URA regarding acquisition documents, loan documents, reciprocal easements, restrictions and covenants, a development agreement, confidentiality agreements, indemnities, bond documents and a lease. This transaction was the first disposition of property out of a closed military base in the Metropolitan Atlanta area.

Represented a developer/owner of senior low-income rental housing projects in Georgia and Indiana in connection with site assessment, development, equity financing and debt financing from local, state and federal agencies. Negotiated ground lease; environmental indemnities; development, construction and management agreements; declaration of trust and restrictive covenants; and loan documents.