AISB Tools · Acquisition Diligence

CRE AI Due-Diligence Checklist

A practitioner's working checklist that puts two lenses side by side: the traditional property diligence workstreams every acquisition runs, and an AI-readiness review of the building's systems, data, and contracts — the items that determine what analytics, automation, and measurement will actually be possible after closing. Filter by asset type and deal stage, check items off as you go, and print the result for your deal file.

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Lens 1 · Traditional DD — 01

Physical & Property Condition

Why this matters

The PCA's walk-through survey and document review produce the immediate-repair and capital-reserve tables your underwriting leans on. Scope gaps discovered after closing become the buyer's cost, so agree the scope (and any enhanced systems review) before the DD clock starts.

Why this matters

Roof replacement is one of the largest single capital line items on most assets. Manufacturer warranties frequently require formal assignment at transfer; missing that step can quietly void coverage.

Why this matters

Structural and facade issues carry both cost and timeline risk, and several cities impose recurring facade-inspection obligations on the owner of record. Confirm the compliance calendar you are inheriting, not just current condition.

Why this matters

Equipment age drives the capital plan and near-term replacement exposure. This inventory is also the foundation for the AI-readiness lens below: equipment vintage and controls generation constrain what integration is realistic.

Why this matters

Elevator modernizations are long-lead, expensive, and often code-triggered. Maintenance contracts also tend to auto-renew with restrictive termination terms, so read them before assuming you can rebid.

Why this matters

Life-safety deficiencies are non-deferrable and can affect occupancy. Inspection records also reveal how disciplined the seller's operations were — a useful proxy for the state of everything else.

Why this matters

Accessibility exposure transfers with the asset, and remediation costs are rarely priced into the deal unless someone surveys for them. A focused barrier review during DD is a modest line item; discovering barriers through a post-closing complaint is not.

Why this matters

For data centers, contracted power is effectively the asset; for industrial, capacity limits which tenants you can serve. Confirm what is contractually committed versus merely available, and whether service agreements transfer.

Lens 1 · Traditional DD — 02

Lease & Financial

Why this matters

Rent rolls are summaries prepared by the seller; the leases are the contracts. Discrepancies in rent steps, expense caps, or option terms found during reconciliation are common and directly reprice the deal.

Why this matters

A consistent abstraction across the tenancy is what lets you model rollover and recovery income defensibly. It also becomes your operating reference after closing, so build it once and build it carefully.

Why this matters

These clauses can undermine the cash-flow assumptions the price is built on, and a ROFR discovered late can complicate the transaction itself. Surface them early enough to address in the purchase agreement.

Why this matters

One anchor departure can trigger cascading co-tenancy remedies — rent reductions or termination rights — across the center. Exclusives also constrain your future leasing strategy, so map them as a set, not lease by lease.

Why this matters

Estoppels are the tenants' own confirmation of the lease economics and any claimed landlord defaults. Divergence between an estoppel and the seller's rent roll is a red flag that needs resolution before closing.

Why this matters

Lenders typically condition financing on SNDAs from major tenants, and tenants can be slow to sign. Starting the chase late is a recurring cause of closing-date slippage.

Why this matters

Recovery income depends on how expenses were pooled, capped, and grossed up in practice — not just what the leases permit. Historical reconciliations reveal leakage and open disputes you would otherwise inherit blind.

Why this matters

The income stream is only as durable as the tenants behind it. Concentration by tenant, industry, or lease-expiry year is a structural risk that should shape both pricing and the reserve plan.

Why this matters

Deposits and LCs must be transferred or replaced at closing, and LCs in particular need issuer action. Arrears history is also a leading indicator of tenant stress the rent roll won't show.

Lens 1 · Traditional DD — 03

Environmental

Why this matters

The Phase I is the standard first screen for contamination risk and supports certain liability protections when properly performed. Order it early — a REC finding changes the DD timeline and may change the deal.

Why this matters

A REC left uninvestigated becomes the buyer's uncertainty at the buyer's price. Phase II sampling converts an open question into a bounded cost — or a reason to renegotiate.

Why this matters

These materials mostly matter when disturbed — which is exactly what your renovation plan will do. Survey results directly affect retrofit costs and abatement scheduling.

Why this matters

Tanks and legacy uses (dry cleaners, fuel, manufacturing) are among the most common sources of subsurface issues. Registration and closure records tell you whether past removals were done and documented properly.

Lens 1 · Traditional DD — 04

Title, Zoning & Permits

Why this matters

Easements and reciprocal operating agreements can constrain future development, signage, parking, and access. Read the underlying documents, not just the exception list.

Why this matters

The survey shows where the paper rights actually sit on the ground — encroachments, setback issues, utility easements crossing a future building pad. Title and survey only earn their cost when read together.

Why this matters

A legal non-conforming property can lose its grandfathered status after casualty or major renovation. If your plan depends on a change of use or intensity, confirm entitlement feasibility during DD, not after.

Why this matters

Open permits and violations typically follow the property, not the seller. They can block future permit issuance and complicate financing, so get them closed or escrowed before closing.

Why this matters

In many jurisdictions the sale itself triggers reassessment, and the tax line in the seller's operating statement may not survive your closing. Model taxes on your basis, not the seller's history.

Lens 1 · Traditional DD — 05

Operations

Why this matters

Contracts that auto-assign at closing can lock you into vendors and pricing you never chose. Identify which contracts you must keep, which you can terminate, and the notice windows for each.

Why this matters

CapEx history validates (or contradicts) the PCA's condition findings and reveals whether the seller has been investing or harvesting. Deferred projects are your near-term budget whether or not they appear in the offering materials.

Why this matters

Utility history validates the operating statement and exposes consumption anomalies worth investigating. It is also the raw material for the M&V-readiness items in Lens 2 — request it once, use it twice.

Why this matters

Loss runs reveal recurring problems — water intrusion, slip-and-fall patterns, equipment failures — that condition reports can miss. They also inform whether your insurance pricing assumptions are realistic.

Why this matters

Institutional knowledge about the building often lives with a small number of on-site staff. Decide early what happens to the management contract and the people, or watch that knowledge walk out at closing.

Lens 2 · AI-Readiness DD — 06

Data Infrastructure

Why this matters

The controls generation determines what integration is possible without rip-and-replace. A system past its vendor's support window may still run the building fine — but it constrains every analytics and automation plan you have for the asset.

Why this matters

Buildings accumulate islands: a lighting system on its own controller, meters that report to a vendor portal, plant equipment on local panels. The map of what is connected — and what isn't — is the true starting point for any building-intelligence roadmap.

Why this matters

Analytics platforms need to know which point is which. Manually mapping thousands of inconsistently named points is often the largest hidden cost in an analytics deployment, so a documented convention materially changes onboarding effort — ask for the points list during DD.

Why this matters

Historical trend data is the raw material for fault detection, baselining, and any machine-learning application. A building that overwrites its trends every 30 days is starting from zero on the day you close — and there is no way to backfill it.

Why this matters

Submeter granularity determines what questions the data can answer — tenant billing, end-use analysis, savings attribution. Retrofitting submeters is possible but is a capital project; know the gap before you price the value-add plan.

Lens 2 · AI-Readiness DD — 07

Interoperability

Why this matters

Open protocols at the controller level mean third-party systems can read the building; proprietary tiers mean every integration goes through one vendor. Gateway dependencies are single points of failure worth naming explicitly in the DD file.

Why this matters

Modern building applications live and die on API access. Some vendors license API access separately or restrict it to their own ecosystem — a contractual constraint that behaves like a technical one and belongs in your integration budget.

Why this matters

Semantic tags tell software what each point means, not just what it is called. A tagged building can onboard analytics tools quickly and switch vendors without redoing the mapping; an untagged one repeats that work with every new application.

Why this matters

Some controls contracts leave the configuration database or programming tools in the vendor's hands, which converts every future change into a negotiation. Confirm the license and the data transfer with the asset — this is a pre-closing document issue, not just a technical note.

Why this matters

If the seller ran an analytics or fault-detection platform, its history — baselines, fault records, tuned rules — is an asset in its own right. Whether that data and contract transfer at closing is a question nobody asks until it is too late to ask.

Lens 2 · AI-Readiness DD — 08

Data Rights & Privacy

Why this matters

Vendor agreements sometimes claim broad rights over data generated by their systems, and the answer is buried in contract language, not in any technical document. If the data doesn't clearly convey with the building, part of what you think you are buying isn't yours.

Why this matters

Leases increasingly address monitoring, sensing, and data use in tenant spaces. A clause requiring consent for occupancy sensing can gate an entire smart-building program — better to know during DD than after mobilizing a rollout.

Why this matters

Occupancy and biometric data can fall under privacy regimes that carry real liability, and obligations vary by jurisdiction. Inventory what is being sensed and stored today, then have counsel confirm the compliance posture you are inheriting.

Why this matters

Cloud-hosted BMS, analytics, and access-control vendors hold copies of your building's data under their own terms. Review where the data lives, who can access it, and what happens to it at contract termination or at closing.

Lens 2 · AI-Readiness DD — 09

Cybersecurity (OT)

Why this matters

A flat network means a compromise anywhere is a compromise of the building systems. Segmentation is the baseline control every subsequent connectivity decision — including the integrations you plan to add — depends on.

Why this matters

Buildings accumulate remote-access paths over years of service contracts, and the departing seller's vendor list is rarely complete. Every unaccounted-for connection is standing access to your physical plant that survives the closing unless you find and reset it.

Why this matters

Controls devices often run for a decade or more without updates, and configuration backups frequently exist only on a contractor's laptop. Knowing the patch posture and whether configurations are recoverable tells you how fragile the digital layer of the building really is.

Lens 2 · AI-Readiness DD — 10

M&V Readiness

Why this matters

Interval data is what separates a real efficiency program from guesswork. Utility data-access authorizations are tied to the account holder, so plan the transfer as a closing item — re-establishing access from scratch can take months.

Why this matters

Any future claim that a retrofit or optimization "saved energy" is only as credible as the baseline it is measured against. If the pre-acquisition data is fragmented — meter changes, vacancy swings, missing months — your measurement and verification options narrow before you have spent a dollar.

Why this matters

Consumption alone doesn't establish performance — it must be normalized for weather and use. Confirm that occupancy and schedule records exist in some usable form; they are the adjustment variables every credible savings calculation needs.

Why this matters

Performance contracts and incentive programs can carry multi-year measurement obligations, clawback exposure, or savings-shortfall commitments that bind the new owner. Identify them during DD so they are handled in the purchase agreement rather than discovered in year two.

Disclaimer: This page is provided for informational purposes only and is not professional advice. Informational checklist, not a certified assessment, engineering, or legal advice. Consult qualified professionals for transaction decisions — always consult a qualified attorney, engineer, or advisor before acting. Standards referenced (e.g., ASTM E2018-15, ASHRAE Guideline 14) are named as common industry conventions; applicability varies by jurisdiction and transaction.

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