Corporate Real Estate

Representation of public and private companies in acquisitions and sales of real estate throughout the United States, and coordination of such transactions in foreign countries, including:

Purchase and Sale. Representation of public companies and other entities in plant acquisitions and sales, including chemical, pharmaceutical, manufacturing and other industrial, in the following states:

Alabama Arizona Arkansas California Connecticut Delaware Florida Georgia Illinois Indiana Iowa

Kentucky Louisiana Maine Michigan Minnesota Mississippi Missouri Nebraska New Hampshire New Jersey New York

North Carolina Ohio Oklahoma Pennsylvania South Carolina Tennessee Texas Virginia Washington West Virginia Wisconsin

and in the following foreign jurisdictions:

Australia Bahamas Brazil Canada Chile

China England France India

Mexico Slovenia South Africa Venezuela

Plant Separation Agreements. Representation of manufacturing companies in plant separation agreements and complex easement and operating agreements through U.S. and in several foreign jurisdictions.

Industrial Leasing. Representation of landlords and tenants in hundreds of industrial and other commercial leases throughout the United States and in foreign countries. Representative transaction: representation of manufacturing company on leases in Georgia, Alabama, Mississippi, Texas and New Jersey.

Construction and Development. Representation of owners on construction and design contracts and development agreements.

Outsourcing. Representation of owners in outsourcing of real estate management functions.

Planning. Corporate facilities planning. Representation of undisclosed purchasers in straw man acquisition of properties through third party intermediaries.

Real Property Tax. Numerous successful real estate tax reduction proceedings.

Title Insurance. Negotiation of unique title insurance endorsements, including insurance against enforcement of recorded instruments, and forward commitments.

Office and Hotel

Representation of developers, landlords and tenants in office building and hotel transactions, including:

Headquarters. Representation of several public companies on national and regional headquarters projects, including acquisition, development, construction, leasing and financing.

Recapitalizations. Representation of an owner in recapitalization of $320 million office building and hotel facility; and representation of an owner in recapitalization of $70 million office building.

Acquisitions. Representation of purchasers of office buildings, including advice regarding historic rehabilitation tax credits and REAs. Representation of ground lessee of hotel property in Florida in acquisition of fee interest.

Redevelopment. Representation of office building owner in redevelopment of 450,000 ft. office building, including: (a) $20 million federal NMTC leveraged lender financing, (b) TIF financing, (c) negotiation of job creation tax credit agreement, and (d) related incentive programs.

Sales. Representation of seller of Pier House Resort and Caribbean Spa, in Key West, Florida in $90 million sale to Ashford Hospitality Group. Representation of seller of $10 million office building, and navigation of issues regarding right of first refusal to purchase held by tenant; and representation of seller of $50 million office building and parking garage.

Partial Sales. Representation of seller of one-half interest in $300 million office tower and hotel.

Build to Suit Leases. Representation of tenant in build to suit lease for 120,000 sq. ft. office building in Virginia for regional headquarters, including options to require landlord to construct additional buildings and options of tenant to purchase additional buildings.

Office Leases. Representation of landlords and tenants in numerous office lease transactions throughout the United States, including development of standard lease forms for office development projects; evaluation and development of operating expense programs (inclusions and exclusions), insurance programs, and policies regarding coordination of expansion options, including: representation of investment brokerage company in headquarters office lease in the loop district in Chicago; and office lease for benefit of Charles F. Shreve Consulting, philatelic consultant and Robert A. Seigel Auction Galleries, at Dallas International Center.

Ground Leases. Representation of ground lessors, ground lessees and purchasers of ground lease interests, including REAs and similar easement documentation. Representative transaction: representation of entity that was both fee owner of one half of building and ground lessee of other half of building in acquisition of fee under the ground lease, subject to gold clause adjustments and associated litigation regarding operation of gold clause.

Subleases. Representation of sublessors and sublessees in sublease transactions (as well as “desk license” agreements) through the United States, including office subleases in Washington D.C., Dallas, Atlanta and Chicago.

Local Counsel. Representation of national and international companies on Ohio transactions.

Easements. Drafting and negotiation of numerous easement and license agreements, including reciprocal easement agreements for office buildings and hotel properties, utilities easements, ingress and egress easements, easements for building support, and declarations of easements, restrictions and conditions.

Property Management. Representation of owners and managers in property management agreement transactions for office buildings, and in negotiation of outsourcing agreements for real estate functions. Development of standard form services agreement for security and other services for Fortune 100 company office campus.

Retail and Mixed-Use

Representation of developers, landlords and tenants in retail and mixed use projects, including:

Shopping Center Development. Counsel to developers of new shopping centers, including 1.6 million square foot outdoor regional mall in Lee County, Florida. Representation of redeveloper and in “de-malling” and redevelopment of existing shopping center.

Acquisitions and Sales. Representation of purchasers and sellers of regional and community shopping centers throughout the United States, including portfolio transactions.

Retail Leasing. Representation of landlords in numerous anchor leases, big box leases and other retail lease transactions, including many restaurant leases. Representative transaction: representation of developer in lease to Bass Pro Shops at Gulf Coast Town Center, Florida.

Big Box. Representation of developers in sales to big box users, and drafting and negotiation of OEAs, COREAs, Site Development Agreements and related documents.

In-Line Lease Forms. Representation of landlords in development of master form “in line” lease agreements.

Outlet Mall. Representation of ground lessor in negotiation of long term lease for proposed outlet mall development project in Connecticut.

Mixed Use Development. Representation of developer of mixed use project in Hallendale, Florida, subject to COREA with adjacent racetrack/casino project. Representation of joint venture partner in negotiation of development agreement and management agreement for $120 million mixed use riverfront project.

Redevelopment. Local counsel to Chicago developer and international hotel operator in $60 million project, including acquisition and redevelopment of retail arcade facility; project supported by tax increment financing, historic tax credits and multiple layers of public financing.

Urban Development. Representation of non-profit institutions in redevelopment of inner-city neighborhoods, including low-income housing tax credit transactions and redevelopment of neighborhood shopping centers.

Supermarkets. Representation of regional grocery store chain in numerous retail supermarket leases in Ohio and Chicago, Illinois markets, including redevelopment of historical bank rotunda and reuse for urban grocery stores.

Restaurants. Representation of regional restaurant chains in acquisition, development, leasing, franchising and liquor permit matters.

Industrial, Warehouse and Other Commercial

Representation of developers, landlords and tenants in other commercial projects, including:

Development. Representation of warehousing company in numerous development projects and acquisitions throughout the United States, including the purchase of a 500,000 sq. ft. building out of a bankruptcy estate.

Sale Leaseback. Counsel to seller in sale leaseback transactions with W.P. Carey.

Parking Facilities. Acquisition of parking garages and other parking facilities throughout the Midwest. Negotiation of numerous parking facility leases and management agreements.

Landfill. Representation of municipality in acquisition of shale pit site and adjoining acreage in connection with settlement of multi-year litigation opposing use of land as a landfill.

Industrial Office Park. Representation of a wine distributor in the purchase of 15-acre site (including portions of two lakes) in an industrial office park, and construction and development of 90,000 sq.ft. office/warehouse building, with restrictions on adjoining property. Local counsel to Texas real estate investment fund on industrial office park leasing matters.

Warehousing. Representation of warehousing company in lease of space in California, Ohio and Texas.

Options to Purchase. Representation of tenant in a lease of a manufacturing facility in California with option to purchase and right of first refusal.

Design and Construction. Drafting and negotiation of architect and construction agreements.

Railroads. Representation of numerous property owners in transactions and disputes with railroad companies, including eminent domain, easements and spur line agreements.

Multi-family, Condominiums and Large Scale Residential

Representation of developers in numerous projects, including:

Vertical Development. Representation of developer of vertical regime, condominium/retail project, including multiple-air-rights parcels and complex declaration of easements, covenants and restrictions.

Urban Redevelopment. Representation of nonprofit redeveloper in several major urban redevelopment projects involving hundreds of “for sale” and rental units, as well as mixed use condominium project.

Joint Venture. Representation of a national developer of stalled condominium project in joint venture and redevelopment for mixed use and multi-family rental project.

Management. Representation of a developer of upscale fractional share resort in Arizona on management, marketing and licensing agreements with Discover Resorts International, and on membership agreement with Prestige Resorts.

Subdivision. Development of an upscale residential subdivision. Coordination of subdivision approvals, variances and land use issues.

Condominiums. Representation a of developer of urban apartments and condominiums, including complex reciprocal easement agreement affecting apartment facility and adjoining condominium association, and expansion of condominium to include apartment project after expansion of historic tax credit holding period.

Sales. Representation of a seller of thousands of acres of residential development land in New Mexico, Texas, North Carolina, Washington and Arizona.

Mixed Use. Representation of owner of over 200 acres in Ohio in proposed rezoning and development of a major, mixed use project.

Arena and Stadium Facilities

Representation of various parties in arena and stadium projects, including:

Purchases. Acquisition of condominium properties in upscale retirement communities, including property in Naples, Florida.

Ground Leases. Drafting and negotiation of ground leases for professional sports arena projects.

Subleases. Representation of a sublessee under a ground lease on a $150 million sports arena facility, including negotiation of options to purchase fee and groundleasehold estate, with such options secured by mortgages; and representation of sports arena developer in sublease to an NHL hockey team.

Easements. Drafting of numerous easements for utilities and utility relocation in connection with baseball stadium project and basketball arena.

ADA Compliance. Representation of a football stadium lessee in analysis of ADA compliance issues.

Suite Agreements. Drafting of agreements for loge boxes/founder suites for arena facility events.

Licensing. Representation of an arena owner in licensing of facility for concerts and other special events.

Other Special Use Facilities

Casinos. Representation of international casino owner in acquisition of casino facilities, and leases to casino operator.

Racino. Local counsel to international hotel investor/operator in connection with joint venture redevelopment of racetrack, casino and related developments.

Special Licensing. Representation of an owner in licensing of property in North Carolina to Cirque de Soleil for performance of Draglion.

Airport Land; FAA. Representation of a developer of proposed lakefront museum at airport location, including negotiation with the FAA concerning land release.

Exposition Facilities. Representation of an operator of 1 million square feet exposition center on real estate matters.

Telecom Hotel. Representation of a developer of a telecom hotel in connection with negotiation of rights for conduit lines within public rights of way and sale of conduit lines.

Cell Towers. Representation of a buyer of cellular towers in Florida.

Golf Course Properties. Representation of a seller in preparation of sale of Donald Ross designed golf course.

Landfill. Representation of an owner of a landfill in structuring and negotiation of agreements regarding transport and deposit of solid wastes from New Jersey and other states.

Government Incentives

Representation of developers and end users in tax credit and government incentive transactions, including:

Opportunity Zones

New Market Tax Credits (NMTC)

Historic Tax Credits (HTC)

Tax Increment Financing (TIF)

Various forms of real estate tax abatement, including Enterprise Zone, Community Reinvestment Act, and Community Urban Redevelopment programs.

Income tax credits

Infrastructure and highway improvements

Numerous other federal, state, county, and municipal grants, loans and related programs.

Brownfields

Representation of sellers and buyers of contaminated properties and in connection with brownfields cleanup and redevelopment, including:

Acquisitions. Representation of purchasers of sites with known contamination including Superfund site in Delaware subject to chlorine and benzene contamination, and Superfund site in New Jersey. Coordination of redevelopment and remediation programs in accordance with requirements of Ohio and federal law, including Ohio’s Voluntary Action Program (VAP).

Government Incentives. Identification and coordination of brownfield redevelopment incentives for purchasers and redevelopers.

Remediation. Representation of sellers of contaminated sites, including the representation of a Massachusetts company in the sale of contaminated property with post-closing remediation obligations, and representation of seller of contaminated industrial site in Anaheim, California.

USTs. Coordination of UST removal and hazardous waste remediation issues on behalf of buyers and sellers.

Superfund Sites. Representation of PRP on real estate aspects of settlement on Superfund site relative to $200 million claim for environmental contamination of riverbed and adjoining land, including acquisition of contaminated property, leaseback and purchase option in connection with remediation plan.

Conservation

Representation of parties in conservation and in other environmentally sensitive transactions, including:

Donor Representation. Representation of property owners in drafting and negotiation of various conservation easement instruments, including conservation easement a 4,000 acre plantation in southern Georgia (formerly owned by John Quincy Adams).

Donee Representation. Representation of conservation organizations in real estate transactions, including receipt of conservation easements and representation of national land trust in Ohio real estate transactions.

Historic Buildings. Representation of owner of National Historic Landmark retail arcade facility (one of the first enclosed shopping malls in the U.S., constructed in 1890), in connection with redevelopment, including facade easement.

Sales. Representation of nonprofit in sale of 630 acres of land to Trust for Public Land, for ultimate transfer to National Park Service through federal funding process.

Submerged Lands. Representation of lessee in submerged land lease matters adjacent to waterfront resort in Florida.

Wetlands. Representation of developers in wetland mitigation matters.

Water Rights. Representation of developer of land adjoining dam and compliance with state and federal regulations relating to modifications to dam.

Commercial Lending and Financial Institution Real Estate

Representation of financial institutions on loan and other transactions, including:

Loan Transactions. Representation of lenders on over one hundred commercial loans, including office buildings, shopping centers, multi-family and mixed use facilities (including loan secured by a commercial condominium and an art gallery in Manhattan).

Defaulted Loans. Representation of lenders in the context of performance and maturity defaults, including strategy, forbearance agreements, deed in lieu transactions, foreclosure proceedings and workouts.  Local counsel to major bank in foreclosure of project owned by TIC.

Opinions; Local Counsel Matters. Local counsel opinions and advice to national and international lenders on Ohio law matters.

Intercreditor Transactions. Drafting loan purchase agreements, intercreditor agreements and loan participation agreements.

Asset Management. Representation of financial institutions in corporate facilities transactions and sales of bank branches and REO properties.

Office Transactions. Counsel to financial institutions on institutional office leasing, including headquarters projects.

Real Estate Borrower Financing and Workouts

Representation of borrowers in numerous conventional and securitized real estate loan transactions involving commercial properties throughout the United States, including:

Construction and Permanent Loans. Representation of borrowers in construction financing and permanent financing, including office, retail, warehouse and mixed use (including a landmark hotel in Key West, Florida), and including securitized financing.

Leasehold Mortgages. Representation of borrowers in leasehold mortgage financing transactions.

Workouts and Foreclosures. Representation of borrowers in workout proceedings, foreclosures and deed-in-lieu transactions.

HUD Insured Loans. Counsel to borrowers on HUD insured loan transactions for multi-family projects.

Distressed Real Estate

Representation of various purchasers and sellers of distressed properties, including:

Strategy. Evaluation and planning of strategies to acquire and sell distressed properties in context of foreclosures, auctions and bankruptcy, including Section 363 sales.

Acquisitions. Representation of private equity fund in purchase of distressed industrial properties throughout the midwest and southern U.S., including acquisitions through foreclosure, including judicial and non-judicial.

Resales. Representation of private equity fund in resales of distressed properties, including sale of paper plant in Berlin, New Hampshire to Patriarch Partners, a Lynn Tilton Company.

Foreclosures and Workouts. Representation of lenders and borrowers in commercial foreclosure proceedings, forbearance agreements, loan restructuring, workouts and deed-in-lieu transactions.

Nonprofit Institutions

Representation of numerous nonprofit organizations in real estate transactions.

Neighborhood Shopping Centers. Representation of non-profit institutions in redevelopment of dozens of inner-city neighborhoods, including low-income housing tax credit transactions and redevelopment of shopping centers.

Residential Redevelopment. Representation of nonprofit as catalyst to redevelopment of several Cleveland neighborhoods, including Ohio City, Fairfax, Glenville and Hough.

Land Transactions. Representation of nonprofit in sale of 630 acres of land to the Trust for Public Land, for disposition to the National Park Service.

Museums. Representation of contemporary arts organization in iconic museum project designed by Farshid Mousavi, Foreign Office Architects.

Entity Formation and Tax Planning

Formation of limited partnerships and limited liability companies for real estate ventures, and negotiation of limited partnership and LLC operating agreements with third parties.

Joint Ventures; TICs. Representation of developers and investors in joint venture real estate development projects, including REIT joint venture partners.

REITs. Representation of national real estate company in preparation of SEC registration statement for proposed initial public offering and formation of real estate investment trust with UPREIT structure, including evaluation of portfolio compliance with REIT requirements.

Exchanges. Coordination of 1031 exchanges.

Planning. Coordination of review of strategy and tax planning for real estate transactions.

Leasing. Evaluation of tax planning on lease transactions.

Entity Restructuring. Representation of owner of partially completed projects in admission of new joint venture partners and restructuring of operating agreements.

Sales of Equity Interests. Representation of seller of equity interests in distressed, partially completed projects in various states including North Carolina, Arizona and Washington.

Tax Credits. Coordinate and marshal numerous tax credit transactions, including new market tax credits, with public finance counsel and accounting/consulting firms.

Real Estate Disputes and Property Tax Contests

Assist in evaluation and resolution of real estate disputes, including:

Gold Clause Lease Litigation. Assist litigation team as counsel to property owners, lessees and sublessees in gold clause litigation cases and settlements.

Rights of First Refusal. Representation of sellers and buyers in disputes regarding options to purchase and rights of first refusal to purchase property (including sales of property plus additional land).

Tenant Estoppels. Representation of parties in disputes concerning the effect of tenant estoppel certificates.

Bankruptcy. Negotiated settlement of operating expense dispute in Chicago with successor to a trustee in bankruptcy that succeeded to landlords interest in an office building. Evaluation of effect of bankruptcy on various leases, operating agreements, option agreements and reciprocal easement agreements in retail and mixed use projects.

Stormwater Discharge at Airports. Representation of lessee of airport land, and neighboring owner, in separate disputes with airports in multiple states incurring damages caused by stormwater discharge and airport runoff.

Purchase Agreements. Handle disputes concerning real estate tax prorations and tax allocations in purchase agreements and leases.

Lease Disputes. Representation of landlords and tenants in lease disputes, including exercise of remedies following default, numerous disputes concerning audits and pass through of operating expenses, and disputes regarding rental during renewal period.

Real Property Tax Challenges. Representation of owners of major downtown office buildings and retail, hotel, manufacturing and assisted living facilities in successful real estate tax assessment challenges, including obtaining one hundred percent of requested reduction on multiple office building properties and on a marina facility, and coordinating cases in other jurisdictions.

Title Claims. Representation of owners and lender in assertion of claims against title companies under title insurance policies, one relating to a gas main in a vacated road and one relating to changes in the course of a river running through a marina property.

Eminent Domain. Representation of national manufacturer in eminent domain matters in Harrison, New Jersey, including evaluation of potential claims against Redevelopment Authority based on the economic imprisonment theory based on inaction of taxing authority.

Easement Disputes. Representation of owner of 5,000 acres tract in Silicon Valley area in mediation and negotiation of litigation concerning claimed easements of neighboring owner. Representation of owner of land in dispute with neighboring owner concerning interpretation of historical access easement and negotiated restructure of easement to permit proposed development project.

Hold Back Agreements. Representation of buyers in disputes regarding hold back sums, including suit relating to required lease termination.

Casualty Insurance. Representation of landlord in a million dollar dispute with tenant arising from casualty event, including effect of waiver of subrogation claims.

Broker Matters

Representation of various parties in broker transactions, including:

Purchase and Sales. Counsel to sellers, purchasers, landlords and tenants in broker selection process and negotiation of broker agreements and consulting agreements.

Leasing Transactions. Counsel to landlords and tenants in drafting specialized broker agreements and consulting agreements.

Broker Disputes. Representation of owners in disputes concerning broker listing agreements in sales and leasing transactions, and representation of brokers in claims for commissions and broker lien matters.