Commercial roof due diligence and PCA roof reports

Roof Due Diligence Checklist

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Rows of rooftop units on a commercial building

This is a checklist for the roof during a commercial purchase. It runs in the order the work actually happens: documents first, then the roof itself, then the numbers, then the decisions that have to be settled before closing.

It is written for the buyer side. A seller can use it in reverse, to find out what a buyer will ask before the buyer asks it.

Before you start

Fix the dates. Note when diligence opens, when it closes, and the last date a roof visit can usefully happen. Note who controls access and what notice the leases require. Put those three dates in front of everything below.

Take the rent roll, the leases and any existing condition report with you. Most of the roof questions are answered faster by a lease than by a roofer.

The documents to request

Ask for What you are looking for
Roof age and installation date A document that states it, not a number somebody remembers
Original specification or scope System type, insulation, deck, attachment method
Warranty certificate Who issued it, what it covers, whether it transfers and on what terms
Repair invoices, five years Frequency, location, whether the same spot keeps returning
Maintenance records or contract Whether anybody has been on the roof between failures
Previous inspection or survey reports Earlier findings, and whether they were acted on
Insurance claim history for the roof Storm events, settlements, work that was paid for
Permits for roof work Whether past work was permitted and inspected
Leases covering roof access and repair Who is responsible, who pays, who must be notified
Rooftop equipment agreements Telecoms, solar, signage, and who maintains each

The roof itself

Look at What a problem looks like
Overall surface condition Splits, cuts, open seams, patched areas clustered in one place
Patch history Many repairs, repairs over repairs, mastic used as a system
Seams and laps Edges that lift, dirt lines, steps, anything sealed by hand
Perimeter and edge metal Loose bars, open joints, missing fasteners, staining down the wall
Flashings and penetrations Slipped flashings, split pipe boots, fixings straight through the membrane
Drainage and standing water Water after dry days, tide marks, blocked outlets, missing overflows
Insulation and deck underfoot Soft, spongy or uneven areas that move when walked
Rooftop equipment Units bearing on the membrane, condensate discharge, unauthorized fixings
Evidence of recent cosmetic work Fresh coating or paint over an area with no invoice behind it
The interior below Ceiling stains, rust lines, damp at high level, tenant complaints

The numbers to test

Test What a problem looks like
Stated age against the evidence Surface condition or an invoice that contradicts the stated date
Remaining life in the assessment A figure with no basis stated, or one drawn from age alone
Repair spend trend Rising year on year, or concentrated on one area
Replacement cost in the reserve A figure carried forward for years without revision
Reserve timing A replacement scheduled after the roof’s own remaining life
Square footage used in the estimate A figure that does not match the plan or the survey
Tenant recharge Who actually pays for roof work under each lease
Warranty value in the model A warranty counted as cover that does not transfer

The questions to settle before closing

Settle Why it matters
Does the warranty transfer Transfer usually needs the manufacturer’s consent and a fee
Is there an open claim An open claim can restrict work and complicate the handover
Who holds the roof plan and records Records that do not come with the building are records you lose
What is scheduled but not done Work ordered and unpaid becomes yours on day one
Are the rooftop agreements assignable A telecoms or solar agreement can limit how you repair the roof
Is roof access a tenant right A lease can give a tenant control over when you can work
What happens if a storm hits before closing Agree the trigger and the remedy in writing, not afterwards

What to do with it

The checklist is worth nothing on its own. What matters is what reaches the file.

  1. Write every unanswered item down as unanswered. A blank line reads later as a yes.
  2. Price each finding with a scope behind it. A number alone invites a cheaper number.
  3. Separate what stops water from what is cosmetic. They are different conversations and different timetables.
  4. Put the roof into the capital plan with a date, not a label. Poor condition is not a budget line.
  5. Record what you could not examine, and why. This is the sentence that protects everybody later.
  6. Keep the photographs with the file. The photographs are what make the next assessment comparable.

Want the reasoning behind these checks? Read what a property condition assessment covers and the red flags worth stopping for.

Common questions

When in the deal should the roof work start?

As soon as the diligence period opens, because the roof is the one building element where a late finding changes the price rather than the paperwork, and it is also the one that depends on dry weather, roof access and a tenant notice period that nobody controls.

  • Document requests go out on day one, because the seller controls the timetable
  • Roof access often needs a tenant notice period written into the lease
  • A wet roof delays a moisture survey, and the forecast is not negotiable
  • A finding that needs a core cut needs the seller's written consent first

Deals lose money at the end of diligence, not at the start. A roof walked in week one leaves room to price a finding, negotiate it or walk away from it. The same walk in the last week leaves a choice between accepting an unknown and asking for an extension nobody wants to grant, which is a weak position arrived at for no reason other than sequencing.

Is a property condition assessment enough on its own?

Usually not for the roof. A standard assessment gives the roof a short section and a remaining life figure, often drawn from age rather than condition, which is a reasonable starting point and a poor basis for a number that will sit in the capital plan for years.

  • The assessment walks the roof once, often briefly, and rarely in detail
  • Remaining life in an assessment is commonly an age based estimate
  • Moisture in the build up is not visible from the surface
  • A separate roof scope answers what the assessment only indicates

Read the roof section of the assessment first and treat it as a list of questions rather than a set of answers. Where it says the roof is at or near the end of its service life, or where it carries a qualifier such as limited access, that is exactly where a roof specific scope earns its fee several times over.

What does a roof finding do to the price?

It becomes a number in the capital plan, and the negotiation that follows is about who carries that number and when they carry it. A finding with a scope and a cost behind it is a position; a finding described in adjectives is an invitation to argue.

  • A replacement due inside three years is usually argued at closing
  • A repair that stops water now is cheap and rarely moves a price
  • Deferred maintenance across a portfolio adds up faster than any single roof
  • A warranty that transfers is worth asking for in writing

Price the finding properly before raising it. A number with a scope behind it is a negotiating position that survives a counter. A number with nothing behind it invites the seller to produce their own, usually lower, and the conversation then starts again from their figure rather than yours, which is a poor trade for a week of saved effort.

What if the seller will not allow roof access?

Record the refusal in writing and treat the roof as unknown in your model, because a roof you were not allowed to see is a risk you are being asked to buy blind. Then narrow the request until it is small enough to be granted.

  • Ask for the reason, which is sometimes a genuine tenant constraint
  • Offer a timed, supervised visit with named people and a stated scope
  • An aerial or drone view is a partial substitute, not an equivalent
  • Price the unknown rather than assuming the roof is sound

Most refusals soften once the request is narrow, dated and specific, naming who will attend and for how long. Where one does not, say plainly in the diligence report what could not be examined and why, so that proceeding becomes a decision somebody made with the facts rather than something that happened by default. An unexamined roof named as unexamined is manageable; an unexamined roof described as satisfactory is not.

Should the roof be re examined before closing?

If a storm has passed, if several months have gone by, or if work has been done since the first visit, then yes. Otherwise the first visit stands, provided the photographs are good enough to show what the roof looked like on the day.

  • A storm between inspection and closing changes the condition and the evidence
  • Work done in the gap should come with an invoice and a scope
  • A re walk is cheap compared with a finding discovered after keys change hands
  • Photograph the same standing positions so the two visits compare

Write the trigger into the purchase agreement rather than leaving it to judgment later, when both sides have a reason to read the situation their own way. A clause allowing a re inspection after a named weather event costs nothing in the months it is not used, and settles an argument in the week it is. The clause is easier to agree early, before either side knows which of them it will favor.

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