Real Estate Purchases and Sales

In our role as lead transactional counsel for a large developer and owner/manager, we have since 2007 handled acquisitions and dispositions of substantial urban office, retail, and multi-family properties and development sites in Washington, Oregon, and Colorado. These transactions have involved an array of challenging and complex features, including urban office and retail property assemblages, portfolio acquisitions, absolute net leases, ground lease and leaseback structures, acquisitions of majority equity interests, and acquisitions out of multi-party workout situations. For this client, we serve as borrower’s counsel for acquisition, construction, and permanent financing and frequently negotiate equity joint ventures with various institutional investors.

We serve as lead land acquisition counsel for a large public homebuilder. In the last 10 years we have handled over 200 purchase transactions for this builder, including purchases of large undeveloped parcels, land entitled for residential development, and finished building lots. Many of these deals involve sophisticated pre-closing financing and security arrangements, multiple takedown schedules, and detailed lot development specifications and standards. In addition to drafting, negotiation, and administration of purchase and sale agreements for this client, we maintain a detailed database for tracking of key dates and obligations in multiple pending purchase transactions.

For a major national financial institution, we serve as lead regional corporate real estate counsel. For this client, we draft and negotiate purchase and sale agreements for unimproved land and buildings in Washington and Oregon for bank branches, offices, and other corporate facilities.

We have years of experience handling the sale of projects for a major regional commercial developer and merchant builder. These transactions have included build-to-suit office and industrial facilities and complex interactions with acquisition and development and construction lenders and joint venture partners.

Our clients include many individual and family investorsacquiring and disposing of real estate investments throughout the region. We are familiar with purchase and sale agreements of every nature and description.

Our legal assistants have over 25 combined years of experience closing purchase and sale transactions of all kinds, reviewing title and surveys, and procuring title insurance.

 

Leases and Ground Leases

Our landlord clients include developers of urban office towers, retail centers, mixed-use projects, and suburban business parks, and institutional and individual owners of portfolios of single-tenant and multi-tenant properties. 

Our tenant clients include national financial institutions, health care providers, local and national retail tenants, and other users of office and industrial real estate.

We are adept with complex build-to-suit and tenant improvement structures.

We have structured and negotiated ground leases of a wide variety. Some involve multiple tiers of ground leases, subleases, and space leases, complicated financing arrangements with fee and leasehold mortgage lenders, and periodic ground rent adjustment and valuation provisions.

Real Estate Finance

As borrower’s counsel for developers and owners, we have negotiated and handled the closing of hundreds of acquisition, A&D, construction and permanent loans with banks, conduit lenders, life insurance companies, and other institutional and private lenders. We are well-versed in the negotiation of complex limited-recourse and guaranty arrangements, reserve agreements, construction draw processes, financial covenants, and interest rate calculation provisions. We have practical experience with loan assumptions, loan defeasances, and interest rate swap arrangements. We understand the dynamics of working with lenders and their counsel, and have a practical appreciation for what is achievable in loan negotiations.

In addition to our borrower’s counsel work for our clientele in this region, we regularly provide local counsel representation to out-of-state borrowers and lenders, and deliver legal opinions for their secured financing transactions of all types. We enjoy our relationships with lead counsel in these transactions, and have ongoing repeat engagements with firms around the U.S.

Joint Ventures and LLCs

Our clients typically operate or invest in joint ventures with institutions, other developers and builders, and other investors. We have drafted and negotiated hundreds of limited liability company operating agreements and other joint venture agreements. These deals include ventures for the development of multiple projects with complex waterfalls, allocations of risks and responsibilities, and buy-sell provisions, and one-off ventures for residential or commercial properties of all sizes. We can prepare private placement memoranda and securities filings at the state and federal levels. Through our experience, we understand what makes joint ventures and joint venture agreements successful.

Business Planning, Organization, and Financing

Our business practice includes all aspects of general business representation for entrepreneurs and closely held businesses, including start-ups, mergers and acquisitions, financing, employment, executive compensation, and other commercial transactions.

We also advise owners and entrepreneurs on their estate planning, succession planning, and wealth transfer issues.

Construction Contracts, Architect Agreements, and Integrated Project Delivery

Our construction law practice focuses on the needs of owners and developers. Our work on projects in the Northwest in the past 10 years totals in excess of $3 billion in construction costs. These projects include a 4-tower residential, retail, and office mixed-use project in downtown Bellevue, a 3-building hospital campus in Issaquah for a regional health care provider, a data center in Eastern Washington, athletic facilities for a parochial high school’s new campus, a major expansion of a hospital on Seattle’s First Hill, the renovation of Husky Stadium, and the rapidly expanding headquarters campus of a major downtown Seattle employer.

For major health care facility development projects, our work encompasses real estate and construction law, including project management and development agreements with third-party developers, agreements with architects, design professionals, and other consultants, and construction contracts of all kinds, including multi-party contracts for Integrated Project Delivery.

Through our representation of builders and developers, we have a deep familiarity with AIA forms of agreements and adaptations of those agreements to meet our clients’ demands for specific projects. For a developer client, we developed suites of forms of construction contracts, including general contractor and prime subcontractor agreements and other related agreements. We have adapted these forms for several office projects and residential condominiums, and the one of the largest mixed-use projects ever developed in Bellevue. For a regional homebuilder, we generated custom forms of construction contracts, consultant services agreements, and purchase orders for our client’s residential development and homebuilding projects.

We are well-suited for projects involving the intersection of real estate, construction, and business issues. For example, we have been lead counsel for several innovative joint ventures between developers and general contractors and have experience with other collaborative production strategies for large projects.

Mixed-Use Projects, Master Planned Communities, and Condominiums

We have assisted a regional developer with several master planned communities in the Puget Sound region. Over the long life cycle of these projects, we have been involved in the creation of easements and other agreements for common areas and infrastructure, the development and drafting of cost sharing agreements and CC&Rs, the organization of owner’s associations and other community governance mechanisms, the sale of community components to third-party builders, the sale of several championship golf courses, and the organization and financing of joint ventures for land development or vertical construction.

We were lead transactional counsel to the developer of a two-block mixed-use condominium development in Portland, Oregon. This development includes retail, office, apartment, and parking uses, complex ground lease, space lease and option
structures, multiple tiers of condominium associations, a joint venture with an institutional investor, and acquisition-and-development and “mini-perm” construction financing.

We have assisted several urban developers with the creation of condominium documents for mixed-use projects, frequently involving multiple tiers of ownership and complex governance arrangements.

On behalf of developers, landlords, tenants, and purchasers, we have prepared, reviewed and negotiated CC&Rs, REAs and other similar documents for major regional shopping centers.

We were transactional counsel to a major financial institution and its successor in several phases of a landmark office tower in Seattle, involving joint developmentarrangements, condominium issues, public financing with a major arts institution and the ultimate sale of the project to its present owner.

We frequently represent purchasers of residential and commercial condominium units or condominium projects, including the review and analysis of complex condominium declarations.

Homebuilding

We have worked with a regional publicly owned homebuilder for many years, in all phases of its operations, including land acquisition and financing, joint ventures with investors and other builders, and the drafting of customized purchase and sale agreements for the sale of new homes. We are familiar with ILSDA and RESPA issues and other regulatory matters.

We represented a Fortune 500 homebuilder in its entry into the regional market, including its fast-track acquisition of the assets of a successful local builder. Negotiation and drafting of transaction documents, due diligence, and closing all were accomplished in less than 60 days.

We frequently are called on for land acquisition and project development assignments for other residential builders in the region. Our understanding of the legal aspects of the homebuilding business is unparalleled in the Pacific Northwest.

Wealth Transfer Planning

Personal Lifetime Planning. Much of our practice is devoted to will and trust document preparation. We listen to your desires, consider your assets, analyze the impact of state and federal tax laws, and help you create a plan that suits you and your family. The documents that we draft to implement the plan may include the following:

  • Wills (simple and complex, including those with trusts);
  • Living trusts, both revocable and irrevocable (including life insurance and charitable trusts);
  • Pre-nuptial and post-nuptial property agreements;
  • Durable powers of attorney;
  • Directives to physicians ("living wills");
  • LLC agreements and buy-sell agreements
  • Non-judicial dispute resolution agreements

Living Trusts. Living trusts, also known as revocable trusts, have become an important planning tool for many people. While more prevalent in states with burdensome probate laws (such as California and New York), living trusts are useful in Washington for a several possible purposes, including holding title to out-of-state property (to avoid the necessity of probates in multiple states); segregating assets; and minimizing or avoiding probate in Washington. We have extensive experience in the drafting and implementation of living trusts.

Trust and Probate Administration. We represent personal representatives and trustees in connection with the initiation, administration, and supervision of trust, estate, and related proceedings. This involves preparation of pleadings for appointment of personal representatives; inventory of assets and liabilities; thorough review and analysis of income and estate tax planning options; preparation of necessary accountings; transfer of assets in estate distribution, and closing the probate administration. We often work in coordination with accountants in the completion of estate and gift tax returns. We also represent individual beneficiaries regarding their interests in trusts and estates.

Business Succession Planning. We have backgrounds in business law, and are well-qualified to assist clients in their efforts to move family owned businesses and assets intact from one generation to the next. We consult extensively with other lawyers, accountants, life underwriters and financial planners on all aspects of personal planning.