The objective of this course will be to provide tools for you and your clients to use in negotiating major tenant commercial leases. Commercial real estate brokers may find the course particularly helpful to their work in that the instructors will be focusing on issues that commercial brokers frequently encounter or that brokers should address to bring a deal to a successful conclusion. The instructors will highlight legal issues that real estate professionals confront when negotiating major tenant commercial leases. Explanations of how to approach these concepts will be provided from both a landlord's and tenant's perspective. Although the general format of the course will be instructional, it is designed to permit and encourage those attending to ask questions and pose hypothetical situations for in-depth discussions. The instructors will also analyze particular lease clauses.
- Focus on major tenant leasing issues by attorneys with in-depth experience representing large retailers
- Landlord and tenant negotiating strategies
- Examination of sample lease provisions
- Letters of Intent, Development agreements and work letters
- The attendee will be able to discuss letters of intent.
- The attendee will be able to identify major issues for major tenants.
- The attendee will be able to review work letters, construction exhibits and development agreements.
8:30 a.m. - 12:00 p.m. (Break 10:00 a.m. - 10:10 a.m.)
I. Major Tenants – Choosing The Transaction Structure
A. Ground Lease
B. Reverse Build-To-Suit
II. Letters Of Intent
A. What Should I Cover?
B. Binding vs. Non-Binding
III. Major Issues For Major Tenants
A. Tenant Due Diligence And Pre-Term Conditions
B. Lease Term And Option Exercise
1. How Long?
2. What Conditions To Option Exercise?
C. Fixed And Percentage Rent
1. Fixing Rent For The Entire Lease Term
2. Advantages And Disadvantages Of Percentage Rent Provisions
3. Percentage Rent Exclusions
D. Use Clauses
1. What Are The Restrictions On Use?
2. Effects On Assignment And Subleasing
E. Opening Covenants And Go-Dark/Recapture Provisions
F. Maintenance And Repair Issues
1. Who Performs The Repairs?
2. Governmentally Mandated Repairs And Upgrades
3. End Of Term Issues
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 4:30 p.m. (Break 2:00 p.m. - 2:10 p.m.)
III. Major Issues For Major Tenants (Continued)
G. Common Area Control Issues
1. Landlord's Ability to Reconfigure Common Areas
2. Tenant Control Areas
H. Common Area Maintenance and Billing
1. How Often Does The Tenant Pay (Arrears vs. Estimate Systems)?
2. Audit Rights
3. CAM Exclusions
I. Restrictive Covenants
1. Noxious And Parking-Intensive Uses
2. Tenant Exclusives
J. Assignment And Subletting
1. Landlord's Approval Rights
2. Approval Criteria And Termination Rights.
K. Subordination, Liens And Non-Disturbance
1. Landlord's Lien And Security Interest And Subordination To The Tenant's Lender
2. Tenant's Subordination To The Landlord's Lender And Non-Disturbance Agreement
L. Indemnity And Insurance Provisions
M. Casualty And Condemnation
N. Default And Remedies
1. Events Of Default By The Tenant
2. Landlord's Remedies On The Tenant's Default
3. Landlord's Default And The Tenant's Remedies
IV. Work Letters, Construction Exhibits And Development Agreements
A. Defining Landlord And Tenant Responsibilities
B. Tenant Improvement Allowances
C. Timing And Completion Issues