Commercial Real Estate Leases

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                                                                                                             “Excellent ideas for
                                                                                                             improving our lease
                                                                                                                            - Lennea Oseen,
                                                                                                                           Leasing Manager,
                                                                                                                      Alberta Infrastructure &

Real Estate

                                                                                                             “It was very informative.
                                                                                                             Money well spent.”

                                                                                                             “I benefited from information
                                                                                                             provided and examples
                                                                                                             of situations others have

Expert advice on negotiating and securing
the best deal in a tightening market

April 22, 23 & 24, 2009, Calgary

participating organizations
20 VIC MANAGEMENT INC.                           IVANHOE CAMBRIDGE INC.
BENNETT JONES LLP                                MCCARTHY TETRAULT LLP
DAVIS LLP                                        OXFORD PROPERTIES GROUP

optional workshops
Elia Sterling, President, Theodor Sterling Associates Ltd.
Max Richter, Stantec
Luke Moran, Ivanhoe Cambridge Inc.
John McGee, Osler, Hoskin & Harcourt LLP

David G. Finlay, Bennett Jones LLP

conference highlights
• Get the lowdown on commercial leasing issues in this market environment
• Look at best practices when using incentives and inducements so that you get the biggest bang for
  your buck and avoid unexpected surprises down the road
• Get helpful lease drafting tips in order to enhance your position whether acting for a landlord or tenant,
  including looking at issues and key clauses in offers and leases that really matter
• Hear best practices for assessing the legal status of the landlord and/or tenant and leasing strategies and requirements
• Learn what you need to know about the legalities and best practices associated with a wide range of atypical leasing situations
• Explore the trends in lease negotiations and the latest issues emerging in commercial, office and industrial leasing
• Look at best practices with respect to operating costs associated with commercial leasing
Dear Colleague:

The past year has witnessed a rapidly evolving commercial leasing market. Although the past is not always a roadmap to the future, it can
help anticipate coming trends. In an era of economic uncertainty, tight credit and across-the-board belt tightening, commercial leasing
professionals will be forced to work within a highly competitive environment.

That’s why Federated Press has added this event to its growing list of close to 200 events and conferences. Over three days, we’ll bring
together leaders from various sectors to share what they’ve learned about everything from negotiations and drafting commercial leases to the
latest solutions for modern leasing problems. They’ll talk about what strategies worked for the organizations they represent, which ones failed
and most importantly, how those lessons can improve the way you do business.

Some other topics covered will include:
· Discovering the current trends in negotiations
· Determining landlords’ and tenants’ legal status
· Exploring the latest leasing issues for franchises
· Dealing with operating cost issues
· Using incentives and inducements
· Identifying important rent provision issues
· Uncovering environmental issues

You’ll hear the latest tips and best practices from organizations like: 20 VIC Management Inc., Aon Reed Stenhouse Inc., Bennett Jones LLP,
Burnet, Duckworth & Palmer LLP, Davis LLP, Farris, Vaughan, Wills & Murphy LLP, Fasken Martineau DuMoulin LLP, Inducor Real Estate
Solutions, Ivanhoe Cambridge Inc., Macleod Dixon LLP, McCarthy Tetrault LLP, Osler, Hoskin & Harcourt LLP, Oxford Properties Group,
Parlee McLaws LLP, Stantec, Theodor Sterling Associates Ltd.

We at Federated Press are particularly proud of both the faculty level and the topics to be discussed at this event, and we look forward to three
days of sharing, learning and network building. Join us on April 22, 23 and 24 for an immersive, multifaceted learning experience.

P.S. Don’t miss our optional workshops on April 24, where you’ll learn about Leasing “Green” Buildings: An Interactive Workshop for Landlords
& Tenants and Advanced Negotiation for Commercial Real Estate Leases.

  who should attend
   Attorneys, Lenders, Owners, Managers, Brokers, Leasing Agents, Real Estate Developers and all others involved in:
   landlord-tenant relationships and who will deal with lease negotiation
   defaults and litigation

Audio/Video segments clickable slide by slide
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                                                                 Call    Real
              Municipal Governance • December ,     • 7th Commercial  Estate Leases
Wednesday, Thursday & Friday, April 22, 23 & 24, 2009                                                 •    Registration: 8:00 – 9:00

                            HOT TOPICS & FUNDAMENTALS
                            Ian E. MacRae,
                            Macleod Dixon LLP

                            Wednesday, April 22nd

9:00-9:45                                                                  10:45-11:30
Rick Artus, Director, Office Leasing, Oxford Properties Group              Loy Sullivan, Director, Office Leasing, 20 VIC Management Inc.

The past year has witnessed a rapidly evolving commercial leasing          At the present time, there is no doubt that the commercial leasing
market. Although the past is not always a roadmap to the future, it        environment both downtown and in the suburbs as well in other
can help anticipate coming trends. This session will examine leas-         sub-markets remains tight. However, what is the outlook for 2009
ing activity in the commercial office, industrial and retail real estate   and beyond? Will the leasing market continue to tighten, or will con-
market, and will explore how these trends may impact market activ-         ditions ease for tenants? This presentation will explore commercial
ity going forward.                                                         leasing issues in this market environment.

· Impact of the recent global financial crisis                             · Office Market dynamics – shift towards a “Landlord’s Market”
  on commercial leasing markets                                            · Proactive approach to negotiations, securing office space
· What is the pace of the current leasing market?                          · Value in existing leasehold improvements
· What opportunities will result from weakening demand?                    · Long term vs. short term lease commitments
· Will sublease space become a dominant market factor?                     · Limitations of “Fair Market Rate” renewal
· LEED® and environmental concerns in the leasing market                     negotiations for Landlords and Tenants
                                                                           · Managing tenant growth expectations;
9:45-10:30                                                                   and tenant self managed growth
LANDLORDS AND TENANTS                                                      11:30-12:15
Chris Saunders, President and Managing Partner,                            ASSIGNMENT AND SUBLEASE NEGOTIATIONS
Inducor Real Estate Solutions                                              Ian E. MacRae, Macleod Dixon LLP

The variety of inducements and incentives that are provided by             How do you provide the flexibility that tenants require and still
landlords to tenants and by tenants to landlords is limited only by        retain control when negotiating the assignment and subletting
the creativity of the parties. However, the practical, legal and tax       provision in the lease agreement? What has been the impact of the
implications of these arrangements are often not readily appar-            current economy on absorption of commercial space and the rate
ent at the time they are being made. This session will look at best        of subleasing in the marketplace? These factors have a profound
practices when using incentives and inducements so that you can            impact on property income streams and the economics of com-
get the biggest bang for your buck and avoid unexpected surprises          mercial leasing. In this session, examine how to deal with negotia-
down the road.                                                             tions for assignments and subleases.

·   Leasehold inducements and allowances                                   · Controlling tenant mix and revenue stream
·   Rent-free or rent-reduced periods                                      · When landlord’s consent is not needed:
·   Rights of first refusal and rights of first offer to lease               standards for landlord’s consent
·   Rights to expand                                                       · Recapture rights, splitting of profits and termination rights
·   Options to extend and renew                                            · Assumption of leases in bankruptcy
·   Exclusive covenants                                                    · Potential liabilities, options to terminate and subletting restrictions
·   Signage and parking                                                    · Responding to requests for the right to sublet: potential liabilities,
·   Go dark and co-tenancy provisions                                        landlord’s option to terminate and subletting restrictions
·   Guarantee and indemnity issues
·   Security interests and deposits                                        12:15-1:15 LUNCH
·   Tenant construction allowance and turnkey deals
·   Financial incentives for tenants


                                                                                                                               Federated Press
                                                             LEASE AUDITS

                          COMMERCIAL LEASE BEST PRACTICES
                          Ian E. MacRae,
                          Macleod Dixon LLP

                          Wednesday, April 22nd

1:15-2:00                                                               3:00-3:45
Jeffrey H. Selby, Parlee McLaws LLP                                     Jeffrey H. Selby, Parlee McLaws LLP

The real estate market is constantly reinventing itself to accommo-     This present will highlight what you need to know about the legali-
date the changing needs of its many players. Today’s lease negotia-     ties and best practices associated with a wide range of atypical
tion strategies need to reflect market changes in the commercial        leasing situations, including:
market, such as security concerns and increased pressure to meet
technological and tenant needs. This discussion will explore the        ·   Kiosk leasing
trends in lease negotiations and the latest issues emerging in com-     ·   Condominiums
mercial, office and industrial leasing.                                 ·   Mixed-use buildings
                                                                        ·   Aboriginal properties
· The advantages and disadvantages                                      ·   Shopping centre leasing
  of the franchiser vs. the franchisee taking leases
· Use clauses, exclusive covenants and their enforcement                3:45-4:30
· Sublease issues and third-party conditional assignments               REPAIR AND SURRENDER OBLIGATIONS
· OFDA impact on leasing issues in franchising                          Ian E. MacRae, Macleod Dixon LLP
· Cross-termination provisions
                                                                        Making certain that the commercial lease agreement clearly indi-
2:00-2:45                                                               cates what the landlord and tenant’s obligations are for repairs,
ENVIRONMENTAL CONCERNS IN LEASING                                       maintenance and restoration of the leased property is important
Jennifer Cleall, Davis LLP                                              to avoid potential costly disputes later on. An analysis of how the
Rachel J. Hamilton, Davis LLP                                           repair obligations in leases interact with the damage and destruc-
                                                                        tion provisions will be considered in the context of consistency,
How are environmental issues negotiated into commercial lease           the insurance provisions and other lease provisions. This presen-
agreements and, in today’s world, what concerns should a landlord       tation will explore the newest issues surrounding repair and sur-
or tenant be aware? It is necessary to understand the nature of the     render obligations when negotiating commercial lease deals.
environmental problems that could be encountered when structur-
ing your lease agreement or else you risk facing huge environmen-       · A tenant’s repair, redecoration and make good obligations
tal liabilities and exorbitant clean up costs. This presentation will   · A landlord’s obligations to repair and maintain
cover the environmental issues associated with leasing.                 · Damage and destruction clauses: determining
                                                                          the parties’ respective repair obligations
·   Liability and responsibility for contaminated projects              · Distinguishing between major and minor damage
·   How to determine whether a property is contaminated                 · Timing issues: completion of repairs, making
·   Leasing Brownfields land.                                             suitable alternate arrangements
·   The use of environmental insurance                                  · Lease termination clauses
·   Use of Environmental Indemnity Clauses                              · Distribution and allocation of insurance proceeds after
2:45-3:00 NETWORKING BREAK                                              · Rent abatement issues

                                                                                               7th Commercial Real Estate Leases
                                         LEASING “GREEN” BUILDINGS

                        Gordon Love, Farris, Vaughan,
                        Wills & Murphy LLP

                        Thursday, April 23rd

9:00-9:45                                                               10:45-11:30
& LEASING ISSUES FOR INDUSTRIAL REAL ESTATE                             Craig S. Harkness, Osler, Hoskin & Harcourt LLP
David G. Finlay, Bennett Jones LLP
                                                                        When entering into a lease, parties should be looking to anticipate
Knowing the key provisions of a commercial real estate lease and        and prevent legal problems and litigation from the outset. Parties
how to effectively negotiate terms will enable you to enter into bet-   to a lease should be aware of their legal rights and obligations as
ter lease agreements. Learn the techniques of negotiating lease         well as the nature of the party they are contracting with in order to
deals that will result in win-win situations with many long-term        avoid enforcement problems in the future. This session will explore
benefits. This discussion will provide you with helpful negotiating     the basic legal rights and obligations of landlords and tenants, best
tips in order to enhance your ability to communicate your position      practices for assessing the legal status of the landlord and/or ten-
and a willingness to structure a deal that works for both parties.      ant and leasing strategies and requirements in response thereto.

· Impact of environmental concerns on industrial leasing                · Basic overview of legal rights and obligations
· How has rising land and building costs affected                         of landlords and tenants
  industrial leasing?                                                   · Confirming legal status
· Latest trends and challenges in industrial leasing                    · Legal implications of form of legal and beneficial ownership
· Negotiating lease agreement terms applicable to                         used by landlord: sole proprietor, partnership, limited partnership,
  the economic terms, rentable area, gross revenues,                      unlimited liability corporation, real estate
  the parties to the agreement, structural and operating costs            investment trust, joint venture
· Evaluating face vs. effective rental lease structures                 · Legal implications of form of ownership used by tenant
· Negotiating favourable incentives, terms and options, performance     · Provisions to include in leases when dealing with
  guarantees and rent reviews clauses                                     various types of entities
· Negotiating the lease deal: transition issues                         · Regulatory requirements
  in going from offer to lease
· Types of preliminary agreements                                       11:30-12:15
· Use of boilerplate provisions                                         LEASE AUDITS
                                                                        Gregory A. Liakopoulos, McCarthy Tétrault LLP
SECURITY ISSUES FOR LANDLORDS AND                                       Audit clauses in a commercial lease are typically included at the
TENANTS IN COMMERCIAL LEASES                                            request of the tenant, and in particular in a situation where the ten-
Gordon Love, Farris, Vaughan, Wills & Murphy LLP                        ant has negotiated an exclusion of certain costs from the operating
                                                                        costs. This presentation will explore what landlords and tenants
Several security issues may need to be examined for both landlords      need to know about lease audits clauses in commercial leases and
and tenants as well as lenders and professional advisors in connec-     operating costs and charge-backs generally.
tion with commercial leases. These issues include:
                                                                        ·   Recent case law relating to lease audits
· Landlord mortgages fee simple interest                                ·   Negotiating operating costs and charge-backs
  · What about registered and unregistered leases                       ·   Negotiating audit rights
  · Non-disturbance agreements                                          ·   Dealing with a lease audit undertaken by a tenant
  · Estoppel certificates                                               ·   Drafting effective audit clauses
· Tenant mortgages leasehold interest
  · What is a mortgage of lease?                                        12:15-1:15 LUNCH
  · Landlord consent agreement
· Use of a lease as a financing tool for both landlord and tenant


                                                                                                                          Federated Press

                         NEGOTIATING & CLOSING THE DEAL
                         John A. Peters,
                         Burnet, Duckworth & Palmer LLP

                         Thursday, April 23rd

1:15-2:00                                                                 3:00-3:45
"CONTINUOUS OPERATING COVENANT"                                           Michael Glassco, Operations Manager,
John A. Peters, Burnet, Duckworth & Palmer LLP                            Theodor Sterling Associates Ltd.

In the current economic climate, issues surrounding operating             So-called "green" buildings, both new and existing, are gradually
costs and the tenant’s continuous operating covenant will be rising       becoming a ubiquitous feature of the Canadian commercial real
to the fore. This presentation will look at best practices with respect   estate landscape. The law is frequently at least one step behind
to operating costs associated with commercial leasing, including:         technology and the legalities of green buildings are no exception.
                                                                          Green leases have yet to attain widespread status, but with the rise
·   Operating cost issues in connection with shopping centre leasing      of environmental concerns in commercial leasing, there is a need
·   Tax appeals                                                           to set out the legal relationship between landlords and tenants on
·   The tenant’s “continuous operating covenant”                          the issue of "green."
·   The “going dark provision”
·   Calculating operating costs                                           ·   Benefits of green leases to landlords and tenants
·   Operating expenses and management fees                                ·   Evolution and development of green leases
                                                                          ·   Including sustainability objectives and targets in a legal document
2:00-2:45                                                                 ·   Key clauses to incorporate in the lease, governing: air quality,
DRAFTING LEASES TO GET THE BEST DEAL                                          energy consumption, recycling policies and water use and quality
James D. Piers, Fasken Martineau DuMoulin LLP
Given the current market where vacancies may be on the rise and           INSURANCE ISSUES IN COMMERCIAL LEASING
good tenants hard to find, knowing the key provisions of a com-           Denise Munoz, Senior Client Executive, Aon Reed Stenhouse Inc.
mercial real estate lease transaction will enable you to enter into
better lease agreements and avoid problems down the road. Learn           With the granting of a franchise, a tenant will be required to buy
the techniques of how to effectively draft offers to lease and leases     insurance in the type and at the limits specified in the contract,
from both the landlord and tenant sides. This discussion will pro-        before being able to sign a lease of premises. This session will look
vide you with helpful lease drafting tips in order to enhance your        at the insurance needs of a franchisee and the key insurance issues
position whether acting for a landlord or tenant, including looking       involved in leasing.
at issues and key clauses in offers and leases that really matter.
                                                                          ·   Mapping out your insurance strategy
· Types of preliminary agreements: offers and LOIs                        ·   Insurance compliance terms
· Transitions from the offer or LOI to the lease                          ·   Property insurance
· Lease terms applicable to financial terms/conditions,                   ·   Liability insurance
  building/space issues and rights and remedies
· Drafting favourable incentives, options and rent reviews clauses
· Avoiding jargon and ambiguity
· Drafting settlements and workouts


                                                                                                   7th Commercial Real Estate Leases
 OPTIONAL WORKSHOP A                                          OPTIONAL WORKSHOP B
 Friday, April 24 - 9:00-noon
                                                              Friday, April 24th - 1:30-4:30

Elia Sterling, President, Theodor Sterling Associates Ltd.   David G. Finlay, Bennett Jones LLP

There has been an ever-increasing demand by commer-          This advanced workshop will explore how to prepare for
cial lease tenants for environmentally friendly premises,    and negotiate commercial real estate leases relating to
and so it is in the best interests of both landlords and     various specific property types, including office, retail
tenants to negotiate terms and draft leases that reflects    and industrial properties. Having a solid understanding
their shared interests and objectives. This interactive      of your opponent’s position, strategy and resources can
workshop will provide practical, hands-on information        frequently be your mightiest weapon. While the hope
for both landlords and tenants on what’s involved in         is that your negotiations will be amicable and transpar-
leasing green commercial premises and how to negoti-         ent, experience teaches that tipping your hand during
ate and draft a "green" lease.                               the opening does little to improve your outcome. Being
                                                             able to recognize the major obstacles to agreements
· Impact of environmental concerns on lease                  and dealing with them effectively as you negotiate, is
  negotiations and terms                                     essential to being a masterful negotiator. The session
· Choosing a "green" building: assessing a premise’s         will explain and help you use and successfully defend
  environmental performance                                  against a host of negotiating tactics:
· Drafting a "green" lease: principles and practical steps
· How a green lease can get landlords and tenants to         · Determining your "must" and "give" issues before
  share environmental objectives and targets                   going anywhere near the negotiating table
· Including provisions for "green" upgrades and              · Negotiable elements and pitfalls in a lease agreement
  renovations in the lease terms                             · Putting together a negotiating team
· Incorporating terms on emissions trading and               · Understanding what your counterparts want, what they
  offsetting: who benefits from any carbon credits             expect and what they need
· Adapting a green lease to existing premises                · Understanding your counterpart’s deadlines and
Elia Sterling, ASHRAE, RAIC, AIA, is founder and presi-      · Enhancing a weak bargaining position
dent of Theodor Sterling Associates Ltd., providing          · Reading non-verbal communication
indoor environment consulting services to the B.C. and       · Obscuring your motivations, deadlines and
North American construction and real estate industries         commitments
since 1973. Recognized internationally as a leading expert   · Recognizing obstacles
in IAQ, he chairs the Canadian Advisory Committee to the     · Changing competitive strategies and tactics as the
ISO Technical Committee on Indoor Air Quality and has          need arises
served on the ASHRAE committees responsible for their        · Closing strategies
influential Indoor Air Quality and Thermal Comfort Stan-
dards. His groundbreaking 1983 research for Health Can-      David Finlay Q.C. is a partner with Bennett Jones LLP
ada on the relationship between moisture and microbial       in Edmonton. He practices in all areas of corporate and
growth in indoor environments continues to be cited as       commercial law. In particular, he acts for real estate
the seminal reference upon which Health Canada, WCB          development clients in the acquisition, development,
and ASHRAE Canadian and international moisture and           leasing and financing of commercial, industrial and
IAQ standards, guidelines and regulations are based.         residential developments. David also serves clients
                                                             with complex corporate and governance issues and
Max Richter is an intern architect with Stantec Inc.         acts for both public and private sector clients with re-
                                                             spect to commercial matters involving the health and
Luke Moran is General Manager at Ivanhoe Cambridge           medical sector.

John McGee, is an associate with Osler, Hoskin &
Harcourt LLP. His practice focuses on commercial real
estate and financial services. John has experience with
all aspects of commercial property transactions, including
the acquisition, disposition, financing and leasing of
commercial real estate. He is a member of the Law Society
of Alberta and the Law Society of Upper Canada.

                                                                                                      Federated Press

                                                                                                                                                                    “Excellent ideas for
                                                                                                                                                                    improving our lease
                                                                                                                                                                                       - Lennea Oseen,
                                                                                                                                                                                      Leasing Manager,
                                                                                                                                                                                 Alberta Infrastructure &

          Real Estate

                                                                                                                                                                    “It was very informative.
                                                                                                                                                                    Money well spent.”

                                                                                                                                                                    “I benefited from information
                                                                                                                                                                    provided and examples
                                                                                                                                                                    of situations others have

           Expert advice on negotiating and securing
           the best deal in a tightening market

           April 22, 23 & 24, 2009, Calgary


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  TO REGISTER FOR COMMERCIAL REAL ESTATE LEASES                                                              Federated Press
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