Legal Real Estate Leases by pxk88965

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									January 17 & 18, 2011, Toronto                                                                             Two-Day Event!




10
            th




Commercial
Real Estate Leases
Expert advice on negotiating and securing the best deal



Workshop Included: Dealing with Problem Leases:                                                     “I learned a lot about
Finding Solutions That Benefit Landlords and Tenants                                                carefully reading &
                                                                                                    constructing leases and
                                                                                                    will return to work to audit
participating organizations                                                                         existing leases.”
                                                                                                                       - Suzanne McLeod,
Blaney McMurty LLP                                                                                                      Property Manager,
Davies Ward Phillips & Vineberg LLP                                                                                   Lee Valley Tools Ltd.

Fraser Milner Casgrain LLP
Minden Gross LLP                                                                                    “Good refresher -
Morguard Investments Ltd.                                                                           affirmation of our own
                                                                                                    processes and lease
Rogers Communications                                                                               production.”
Torkin Manes LLP                                                                                                       - Jerry Pekaruk,
WeirFoulds LLP                                                                                                                    CFO,
                                                                                                    Westbury International Corporation

who should attend                                                                                   “Good primer/updater. Good
Attorneys, Lenders, Owners, Managers, Brokers,                                                      precedents in materials.”
Leasing Agents, Real Estate Developers and all
others involved in landlord-tenant relationships and
who will deal with lease negotiation,
drafting, defaults and litigation

course highlights
•   Discovering the current trends in negotiations
•   Determining landlords’ and tenants’ legal status
•   Dealing with operating cost issues
•   Using incentives and inducements
•   Identifying important rent provision issues
•   Uncovering environmental issues




                                                                                                                          as well as:
Course Leader    Course Leader   Janet         Lisa A. Borsook,   Jeffrey Lem,   Glen Simpson,      Christina Kobi,       Nick Iozzo,
Kenneth A.       Sheldon L.      Bobechko,     WeirFoulds LLP     Davies Ward    Morguard           Minden Gross          Rogers
Beallor,         Disenhouse,     Blaney                           Phillips &     Investments Ltd.   LLP                   Communications
Torkin Manes     Fraser Milner   McMurty LLP                      Vineberg LLP
LLP              Casgrain LLP
FACULTY


COURSE LEADERS                                        CO-LECTURERS


KENNETH A. BEALLOR                                   JANET BOBECHKO                                        JEFFREY LEM
A partner in the Commercial Real Estate              Janet Bobechko practices within Blaney                Jeffrey Lem is a partner in the Commercial Real
Group at Torkin Manes LLP, Ken Beallor’s             McMurtry’s Municipal, Planning Expropriation          Estate and Financial Restructuring & Insolvency
practice focuses on commercial leasing and           & Environmental and Real Estate Groups. Her           practices at Davies Ward Phillips & Vineberg
the sale, acquisition and ¹nancing of commer-        practice involves all aspects of environmental        LLP. He has expertise in a broad range of so-
cial property. He acts for leading developers,       law.                                                  phisticated commercial real estate matters.
retailers, landlords and tenants in retail, of¹ce
and industrial properties.                           LISA A. BORSOOK                                       GLEN SIMPSON
                                                     Lisa Borsook is the Managing Partner of               Glen Simpson has been Manager, Lease Ad-
SHELDON L. DISENHOUSE                                WeirFoulds. She has extensive experience in           ministration for Morguard Investments Lim-
Sheldon Disenhouse is a Partner at Fraser            commercial real estate matters with particular        ited for over 12 years, drafting and negotiating
Milner Casgrain LLP, specializing in commer-         emphasis on sophisticated leasing and prop-           office and industrial leases from a landlord’s
cial leasing and franchising. He has extensive       erty development issues.                              perspective.
experience in drafting and negotiating leases,
franchise agreements and related ancillary           NICK IOZZO                                            CHRISTINA KOBI
documentation.                                       Nick Iozzo is currently the Director Retail Real      Christina Kobi is a Partner in the Commercial
                                                     Estate and Construction for Rogers Com-               Leasing Group of Minden Gross LLP. She
                                                     munications overseeing the retail leasing,            acts as counsel to landlords, tenants, devel-
                                                     construction and design of Rogers multi-facet-        opers, property managers, franchisors and
                                                     ed retail brands including Rogers, Fido, Chatr        franchisees.
                                                     Wireless, Toronto Blue Jays, CityTV and The
                                                     Shopping Channel.




COURSE PROGRAM

UNDERSTANDING THE LEGAL STATUS OF                                               COMMERCIAL LEASING ISSUES IN THE CURRENT MARKET
LANDLORD AND TENANT
                                                                                The commercial leasing environment, recently at a standstill, has
When entering into a lease, parties should be looking to anticipate and         started to move, but still remains tight and is characterized by caution.
prevent legal problems and litigation from the outset. This session will        In the face of this unpredictability, what is the outlook for 2011 and
explore the basic legal rights and obligations of landlords and tenants,        beyond? Will the leasing market continue to tighten, or will conditions
best practices for assessing the legal status of the landlord and/or ten-       ease for tenants? This presentation will explore commercial leasing in
ant and leasing strategies and requirements in response thereto.                this tightening environment.

· Basic overview of legal rights and obligations of                             ·   Landlord and tenant concerns
  landlords and tenants                                                         ·   Secondary market issues
· Confirming legal status                                                       ·   Impact of market tightening on costs
· Legal implications of form of legal and beneficial ownership                  ·   Rent projections both near- and long-term
  used by landlord: sole proprietor, partnership, limited partnership,          ·   Assessing the costs associated with the demand for "green"
  unlimited liability corporation, real estate investment trust,
  joint venture
· Legal implications of form of ownership used by tenant


 SUPPLEMENTARY COURSE MATERIAL

 Federated Press is now providing delegates with access to an innovative new database containing at least 25 interactive multimedia presentations by
 leading experts and approximately 20 hours of lectures on the topics covered by this course, including all slides and speakers’ papers. See the list of
 presentations on page 4.

 Delegates will also receive a trial subscription to the Real Estate Channel, a much broader resource representing hundreds of hours of interactive multi-
 media lectures on leading edge Real Estate topics as delivered at our many recent Real Estate conferences and courses.
DEALING WITH OPERATING COST ISSUES                                           DEFAULT AND REMEDY PROVISIONS

In the current economic climate, operating costs continue to be a hotly      How can landlords and tenants ensure that their leases have the
negotiated issue. How do you define what is a “reasonable expense”           remedies they need in case of default? Are you protected if some-
and who should be responsible for absorbing these costs? This ses-           thing goes wrong? What are some of the most effective measures that
sion will look at best practices with respect to operating costs, in the     can be applied when a lease agreement is in default due to failure to
context not only of standard retail developments, but also multi-use         pay rent, failure to maintain or repair, abandonment of the premises
developments and with respect to anchor tenant negotiations.                 or bankruptcy? This discussion will focus on the default and remedy
                                                                             provisions of the lease and will provide you with negotiating tips to gain
· The treatment of repair and replacement costs,                             the protection that you need in your commercial lease deals.
  capital and structural costs
· Calculating operating costs: what’s in and what’s out                      · The inclusion of a cross-default clause in commercial leases
· Apportioning risks                                                         · Inclusion of a notice provision with your standard commercial lease
· Operating cost issues in connection with multi-use developments            · Default remedies available to landlords and
                                                                               how they are utilizing them
REPAIR AND SURRENDER OBLIGATIONS                                             · Forfeiture and distress

Making certain that the commercial lease agreement clearly indicates         ENVIRONMENTAL CONCERNS IN LEASING
what the landlord and tenant’s obligations are for repairs, maintenance
and restoration of the leased property is important to avoid potential       How are environmental issues negotiated into commercial lease agree-
costly disputes later on. This presentation will explore the newest is-      ments and what types of concerns should a landlord or tenant be aware
sues surrounding repair and surrender obligations when negotiating           of? It is necessary to understand the nature of the environmental prob-
commercial lease deals.                                                      lems that could be encountered resulting from past, present and future
                                                                             activities when structuring your lease agreement or else risk facing huge
· A tenant’s repair, redecoration and make good obligations                  environmental liabilities and exorbitant clean up costs. This presentation
· A landlord’s obligations to repair and maintain                            will 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
                                                                             · Dealing with mould, water intrusion, asbestos,
INCENTIVES AND INDUCEMENTS FOR                                                 lead-based paint issues
LANDLORDS AND TENANTS                                                        · The use of environmental insurance
                                                                             · Reliance on existing environmental assessments
                                                                             · Green buildings: assessing the cost/benefit of green leases
The variety of inducements and incentives that are provided by land-
lords to tenants and by tenants to landlords is limited only by the cre-
ativity of the parties. However, the practical, legal and tax implications   LEASE AUDITS
of these arrangements are often not readily apparent at the time they
are being made. This session will look at best practices when using          Audit clauses in a commercial lease are typically included at the
incentives and inducements.                                                  request of the tenant, and in particular in a situation where the tenant
                                                                             has negotiated an exclusion of certain costs from the operating costs.
·   Leasehold inducements and allowances                                     This presentation will explore what landlords and tenants need to know
·   Rent-free or rent-reduced periods                                        about lease audits clauses in commercial leases and operating costs
·   Rights of first refusal and rights of first offer to lease               and charge-backs generally.
·   Rights to expand
                                                                             ·   Recent case law relating to lease audits
ASSIGNMENT AND SUBLEASE NEGOTIATIONS                                         ·   Negotiating operating costs and charge-backs
                                                                             ·   Negotiating audit rights
                                                                             ·   Dealing with a lease audit undertaken by a tenant
How do you provide the flexibility that tenants require and still retain
control when negotiating the assignment and subletting provision in the      ·   Drafting effective audit clauses
lease agreement? What has been the impact of the current economy on
absorption of commercial space and the rate of subleasing in the mar-
ketplace? These factors have a profound impact on property income
streams and the economics of commercial leasing. In this session,
examine how to deal with negotiations for assignments and subleases.         WORKSHOP
· Controlling tenant mix and revenue stream
· When landlord’s consent is not needed: standards                           DEALING WITH PROBLEM LEASES: FINDING SOLUTIONS
  for landlord’s consent
· Recapture rights, splitting of profits and termination rights              THAT BENEFIT LANDLORDS AND TENANTS
· Assumption of leases in bankruptcy
· Potential liabilities, options to terminate and subletting restrictions    In the current economic environment, a burgeoning challenge for both
· Responding to requests for the right to sublet                             landlords and real estate leasing professionals is how to deal with
                                                                             tenants who are unable to meet terms of their lease. This interactive
                                                                             workshop will review the scope of the problem and work through best
                                                                             practices and detail solutions for specific problems scenarios.

                                                                             ·   Identifying a problem lease and evaluating tenants who are in trouble
                                                                             ·   Enforcement vs. negotiation: pros and cons
                                                                             ·   Facilitating and resolving disputes between landlord and tenant
                                                                             ·   Recent case law
                                                                             ·   Finding workable solutions that benefit both sides
MULTIMEDIA PRESENTATIONS

Your registration includes an interactive multimedia database comprising the following presentations from recent Federated Press courses and
conferences. They are presented in their entirety with complete audio or video and accompanying slides. You may also purchase the multimedia
proceedings of the course which will be available on CD-ROM 60 days after the course.

Leasing Aspects of the Franchise                                  Filling to Capacity                                               Planning for Tax-Effective Sale of Real Estate
Relationship                                                      Brian MacKenzie,                                                  Ralph Burgess,
Sheldon L. Disenhouse,                                            Colliers International                                            Peer Financial Ltd.
Fraser Milner Casgrain LLP
                                                                  Lease Audits                                                      Negotiating with Municipalities
Overview of the Current Leasing Market                            Gregory A. Liakopoulos,                                           Stanley M. Makuch,
Rick Artus,                                                       McCarthy Tetrault LLP                                             Cassels Brock & Blackwell LLP - Toronto
Oxford Properties Group
                                                                  Operating Cost Issues and the                                     Marketing and Leasing
Kiosk and Other Atypical                                          “Continuous Operating Covenant”                                   Hunter Milborne,
Lease Situations                                                  John A. Peters, Q.C.,                                             Milborne Real Estate Inc.
Jeffrey H. Selby,                                                 Burnet, Duckworth & Palmer LLP
Parlee McLaws LLP                                                                                                                   Brownfields Regulations
                                                                  Green Leases for Healthy Buildings                                Tamara Farber,
Best Practices for Negotiating                                    Michael Glassco,                                                  Miller Thomson LLP
Commercial Leases & Leasing                                       Theodor Sterling Associates
Issues for Industrial Real Estate                                                                                                   Trends in Commercial Real Estate leases
David G. Finlay, Q.C.,                                            Drafting Leases to Get the Best Deal                              Celia C. Hitch,
Bennett Jones LLP                                                 James D. Piers,                                                   Lang Michener LLP
                                                                  Fasken Martineau DuMoulin LLP
Legal Status of Landlord and Tenant                                                                                                 International Real Estate Acquisitions
Craig S. Harkness,                                                Managing the Legal Aspects of Financing                           Stephen D. Holmes,
Osler, Hoskin & Harcourt LLP                                      Norman I. Kahn,                                                   Holmes & Company
                                                                  Aird & Berlis LLP
Commercial Leasing Issues in                                                                                                        Understanding and Capitalizing on your
a Tightening Market                                               Managing Risk and Mastering                                       Counterpart’s Situation
Loy Sullivan,                                                     Due Diligence                                                     Don Ross,
20 VIC Management Inc.                                            Brenda Hebert,                                                    MCAP
                                                                  Stikeman Elliott LLP
Assignment and Sublease Negotiations                                                                                                Working Towards Win-Win Solutions
Robert T. Housman,                                                Allocating Risk Through Insurance                                 Stephen F. Waqué,
Macleod Dixon LLP                                                 Nelly Toledo,                                                     Borden Ladner Gervais LLP - Toronto
                                                                  HKMB HUB
Security Issues for Landlords and                                                                                                   Reading Non-Verbal Communication
Tenants in Commercial Leases                                                                                                        Donna Goodhand,
Gordon A. Love,                                                                                                                     Fromm & Goodhand
Farris, Vaughan, Wills & Murphy LLP


Registration: To reserve your place, call Federated Press toll-free at 1-800-363-0722.              Cancellation: Please note that non-attendance at the course does not entitle the registrant to a
In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the     refund. In the event that a registrant becomes unable to attend following the deadline for cancel-
registration form. Places are limited. Your reservation will be confirmed before the course.        lation, a substitute attendee may be delegated. Please notify Federated Press of any changes
                                                                                                    as soon as possible. Federated Press assumes no liability for changes in program content or
Location: Metropolitan Hotel, 108 Chestnut Street, Toronto, Ontario, M5G 1R3                        speakers. A full refund of the attendance fee will be provided upon cancellation in writing re-
Conditions: Registration covers attendance for one person, the supplementary course ma-             ceived prior to January 4, 2011. No refunds will be issued after this date. Please note that a 15%
terial as described in this document, lunch on both days, morning coffee on both days and           service charge will be held in case of a cancellation.
refreshments during all breaks. The proceedings of the course will be captured on audio or
                                                                                                    Discounts: Federated Press has special team discounts. Groups of 3 or more from the same
video. Multimedia proceedings with all slides and handouts can be purchased separately on a
                                                                                                    organization receive 15%. For larger groups please call.
CD-ROM which will also include the course material.
                                                                                                                      Payment must be received prior to January 10, 2011
Time: This course is a two-day event. Registration begins at 8:00 a.m. The morning sessions
start promptly at 9:00. The second day ends at 4:00 p.m.                                            Phone: 1-800-363-0722              Toronto: (416) 665-6868              Fax: (416) 665-7733

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