Law Seminars International Presents

An Intensive Two-Day Conference on

Advanced Real Estate Purchases & Sales

The latest tips and strategies for structuring, negotiating and documenting major commercial property sales

March 5 & 6, 2007
Renaissance Seattle Hotel in Seattle, WA
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Who Should Attend

Attorneys, real estate developers, owners, managers, brokers and appraisers, as well as lenders, escrow officers, and other decision-makers in the purchase and sale of real property

Why Attend

Commercial Purchase and Sale Agreements are unique machines - machines that can, unfortunately, blow up in the face of the unwary or uninformed. We will explore, in a real world context, the structuring, negotiation and documentation of major commercial property sales, the many facets of due diligence, feasibility and environmental investigations conducted in pre-closing, as well as the pleasures and pain of enforcing sale agreements. The key words here are "real world context" - the knowledge you gain here can be used tomorrow . . . or even this afternoon if you are pressed. This conference is a must for anyone who needs to make important decisions in commercial property purchases and sales. ~ Program Co-Chairs: Jennifer Dunn Cobb, Esq. and Cynthia Thomas, Esq.

What You Will Learn

~ Untangling loan assumptions and sub-assumptions; drafting opinion letters ~ Due diligence for effective negotiation ~ New EPA & Ecology standards ~ Real estate practice of agency as defined by statute ~ Ethical issues faced by attorneys and agents representing multiple parties; acting as both lawyer and escrow ~ The new ALTA forms ~ ADR and strategies to avoid liability ~ Section 1031 update ~ How appraisals can apply in financing, contingencies, government acquisitions, fair market value and litigation ~ Reconciling a buyer's desire for contingencies well into the development process and a seller's desire for rapid finalization

What Attendees Have Said About Similar Programs

~ "The audience was like the brain trust of Seattle real estate!" Cindy Thomas

Agenda

Monday, March 05, 2007

8:00 am Registration & Continental Breakfast
8:30 am Introduction & Overview
  Jennifer Dunn Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA
  Cynthia Thomas, Esq., Program Co-Chair
Real Property Law Group PLLC / Seattle, WA
8:45 am Advanced Issues in Purchase and Sale Agreements
  Identifying the complexities and drafting to meet them
  Camille Taylor Ralston, Esq.
Montgomery Purdue Blankinship & Austin PLLC / Seattle, WA
9:30 am Sales for Development and Redevelopment
  Interplay between the buyer and seller for property being sold for development: Resolving the buyer's desire for contingencies well into the development process and the seller's desire for rapid finalization of the deal
  Jane Rakay Nelson, Esq.
Lane Powell PC / Seattle, WA
10:15 am Break
10:30 am Due Diligence
  Easements and covenants, rights and burdens, leases, financial statements, surveys, consultants, negotiating with permitting authority
  Daniel J. Ivanoff, Co-Founder & Managing Investment Partner
Schnitzer Northwest, LLC / Bellevue, WA
  Jennifer Dunn Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA
11:45 am Lunch (on your own)
1:00 pm Update on Agency Duties and Liabilities
  Real estate practice of agency as defined by statute
  Christopher R. Osborn, Esq.
Foster Pepper PLLC / Seattle, WA
2:00 pm New Developments in Title Insurance
  New ALTA forms
  Dwight A. Bickel, Esq., Senior Vice President & Northwest Region Counsel
LandAmerica Financial Group, Inc. / Seattle, WA
2:45 pm Break
3:00 pm Section 1031 and Other Tax Issues and Strategies
  Tax-deferred and reverse exchanges, syndicated tenancies in common, condemnations and installment sales
  Mary B. Foster, Esq., President
1031 Services, Inc. / Bellevue, WA
3:45 pm The Dance of Negotiation
  In negotiations, what gets cut, what gets left in and why
  Cynthia Thomas, Esq., Program Co-Chair
Real Property Law Group / Seattle, WA
  Brian J. Danzig, Esq.
Danzig Law Firm, LLC / Seattle, WA
  William L. Green, Esq
Perkins Coie LLP / Seattle, WA
5:00 pm Reception for Faculty and Attendees Sponsored by Jameson Babbitt Stites & Lombard PLLC

Tuesday, March 06, 2007

8:00 am Registration & Continental Breakfast
8:30 am Introduction & Overview
  Jennifer Dunn Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA
  Cynthia Thomas, Esq., Program Co-Chair
Real Property Law Group PLLC / Seattle, WA
8:45 am A Fresh Look at Seller Reps and Warranties
  Sunset clauses, claim limits and thresholds
  Constance L. Proctor, Esq.
Vandeberg Johnson & Gandara, LLP / Seattle, WA
9:15 am Purchasing a Non-Residential Condominium
  Kerry S. Bucklin, Esq.
Bucklin Evens PLLC / Mercer Island, WA
9:45 am New Developments in Environmental Law
  Hazardous waste: New EPA standards for innocent purchaser status; new Ecology standards for "No Further Action Letters;" new stormwater and mitigation proposals
  Rodney L. Brown, Jr., Esq.
Cascadia Law Group PLLC / Seattle, WA
10:30 am Break
10:45 am Ethics Issues in Purchases and Sales
  Issues faced by both agents and lawyers representing multiple parties, partners and partnerships; disclosure; acting as both lawyer and escrow
  John Strait, Esq., Professor
Seattle University School of Law / Seattle, WA
11:45 am Enforcement Update
  Claims and remedies; strategies to avoid liability; ADR; recent trends and cases.
  Christopher I. Brain, Esq.
Tousley Brain Stephens PLLC / Seattle, WA
12:30 pm Lunch (on your own)
1:45 pm Loan Assumption Issues
  Dealing with what can become a complex tangle of sub-assumptions: Strategies for working through the issues and drafting opinion letters
  Cynthia Thomas, Esq., Program Co-Chair
Real Property Law Group / Seattle, WA
2:15 pm The Role of Appraisals in Purchases and Sales
  How appraisals can apply in financing, contingencies, government acquisitions; fair market value and litigation
  Peter K. Shorett, MAI, CRE, Executive Vice-President & Division Manager
GVA Kidder Mathews / Seattle, WA
2:45 pm Break
3:00 pm Quick Tips on Specialized Issues
  Limiting seller liability after closing: Trends in time and dollar limits on claims buyers can bring against sellers
  Jennifer Dunn Cobb, Esq.
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA
  Hot potatoes in closings
  Cynthia Thomas, Esq., Program Co-Chair
Real Property Law Group / Seattle, WA
3:45 pm Making and Killing Deals: What You Need to Know About the Real World
  Jennifer Dunn Cobb, Esq., Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA
  Curt Ghan, Senior Vice President
GVA Kidder, Mathews / Bellevue, WA
  Susan Zimmerman, First Vice President
GVA Kidder Mathews / Seattle, WA
  Arthur Wahl, Managing Director
CB Richard Ellis / Seattle, WA
4:45 pm Evaluations & Adjourn

Tuition

Regular tuition for this program is $895 with a group rate of $795 each for two or more registrants from the same firm. For government employees, we offer a special rate of $695. For students and people in their job for less than a year, our rate is $447.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.

Cancellation & Substitution

You may substitute another person at any time. We will refund tuition, less a $50 cancellation fee, if we receive your cancellation by 5:00 p.m. on Tuesday, February 27, 2007. After that time, we will credit your tuition toward attendance at another program or the purchase of a homestudy. There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders.

Continuing Education Credits

This program qualifies for 12.75 WA CLE credits including 1 ethics credit, 15 WA Appraiser and Real Estate and 11 LPO credits. AICP are pending. Upon request, we will apply for CLE credits in other states and other types of credits.

Location

The conference will be held at the Renaissance Seattle Hotel at 515 Madison St. in Seattle, WA 98104. Call the hotel directly at (206) 583-0300 for reservations and mention that you are attending a Law Seminars International conference (Code L64). Rooms are available on a first come, first served basis.
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Map & Directions

If You Cannot Attend

Our complete Homestudy Course, consisting of a VHS or DVD recording and the written course materials, is available for $905. The written course materials alone are available for $100. We will ship your homestudy order via UPS ground within two weeks after the seminar or the date we receive payment (whichever is later).
Order Homestudy

Faculty Bios

Jennifer Dunn Cobb, Program Co-Chair, member at Jameson Babbitt Stites & Lombard PLLC, represents developers, owners, users, purchasers, and lenders in all aspects of real estate transactions, including development, leasing, sales and acquisitions, entity formation, and financing. She also represents multiple institutional lenders in connection with Fannie Mae and FHA multifamily financing.

Cynthia Thomas, Program Co-Chair, helped form Real Property Law Group, PLLC to provide legal services for real estate transactions. Her practice includes real property transactions, including acquisitions, sales, leasing, financing and development and covers garden-variety leases to development documents for large urban mixed-use projects. She was named "Super Lawyer" by Washington Law & Politics.

Dwight A. Bickel, Senior VP and Northwest Region Counsel for the LandAmerica Financial Group, Inc., is a member of the ALTA Forms Committee responsible for developing new title insurance forms for use throughout the U.S. He was a member of the Executive Committee of the Real Property, Probate & Trust Section of the Washington State Bar Association and President of the Washington Land Title Association, with which he continues as a member of its Executive Committee.

Christopher I. Brain, co-founder of and member at Tousley Brain Stephens PLLC, focuses on real property and business litigation. He wrote "Commercial Litigation Posturing in Real Estate Cases," "Procedure for Processing Judicial Foreclosures," and "Litigation of Disputes over Easements and CCRs" for the Washington State and Seattle-King County Bar Associations. He is also an arbitrator for AAA.

Rodney L. Brown, Jr., founder and partner, Cascadia Law Group PLLC, specializes in environmental law. He has worked on significant environmental cases in the Northwest, including most of the region's Superfund cleanups, the permitting of major industrial and municipal facilities, andthe development of large-scale brownfield properties. He was the principal author of Washington's Superfund law and the Model Toxics Control Act.

Kerry S. Bucklin, of Bucklin Evens PLLC, specializes in condominium projects, including urban high-rise, mid-rise, mixed-use, conversions and new constructions. He also represents developers, lenders, landlords, tenants, buyers and sellers.

Brian J. Danzig, founder of the Danzig Law Firm, LLC specializes in real estate, finance, and business law, handling real estate secured financings, loan workouts and restructurings for a variety of lenders.

Mary B. Foster, President of 1031 Services, Inc., is the co-author of "Tax-Free Exchanges Under Section 1031," a contributing writer to Merten's Federal Tax Service, Tax Management Real Estate Journal, Business Law Today, Real Estate Tax Digest, and The Journal of Passthrough Entities, a member of the ABA Section on Taxation's Committees on Sales, Exchanges and Basis, and former Chair of the Subcommittee on Like Kind Exchanges for the Real Estate Committee, and President Elect of the Federation of Exchange Accommodators.

Curt Ghan, Senior VP and Principal at GVA Kidder, Mathews, focuses his commercial real estate practice on providing advisory services to clients in the greater Seattle market. He has been responsible for the disposition and acquisition of many multi-million dollar properties. He recently represented the Seattle Monorail Project in the sale of 34 properties valued at $71 million, has completed the sale of 22 office and industrial properties in South Seattle for a large pension fund, and coordinated the $31.5 million acquisition of Pacific Plaza in Bellevue.

William L. Green, partner at Perkins Coie LLP and member of their Real Estate and Land Use Group, focuses on real estate acquisitions and sales, financing, development and commercial leasing, and has represented, among other clients, the University of Washington, the Seattle Mariners, InfoSpace, Itron, Inc. and the Highline School District.

Daniel J. Ivanoff is the co-founder and managing investment partner of Schnitzer Northwest, LLC, Puget Sound's NAIOP Developer of the Year in 2000. He was Regional Vice President of MBK Northwest, where in 1995, under his direction, the firm was awarded Industrial Developer of the Year by the Society of Industrial and Office Realtors.

Jane Rakay Nelson, shareholder and co-chair of the Real Estate and Land Use Group of Lane Powell PC, has handled numerous financing, lease and acquisition transactions. She was on the Executive Committee of the Real Property, Probate and Trust Section of the Washington State Bar Association.

Christopher R. Osborn, member at Foster Pepper PLLC, focuses on real estate transactions and dispute resolution, with emphasis on multiple listing services, real estate brokers, and developers of commercial and residential real property. He is counsel to the Northwest Multiple Listing Service and the Commercial Brokers Association and represents commercial and residential brokerages. He is the principal author of NWMLS and CBA forms.

Constance L. Proctor, partner, Vandeberg Johnson & Gandara, LLP, concentrates on real estate development and financing, conveyancing, construction and financing, commercial leasing, real estate arbitration and mediation, business and condominium law.

Camille Taylor Ralston, a member of Montgomery Purdue Blankinship & Austin PLLC, specializes in commercial real estate transactions. Her clients include developers in both the private and public sectors, investors, multiple and single-site tenants, lenders, and real estate brokers, investment advisors and property management companies. She was on the editorial board of the Real Property, Probate & Trust Newsletter, and a founder of the Washington Women Real Estate Lawyers.

Peter K. Shorett, Executive Vice President & Division Manager at GVA Kidder Mathews, has a widely diversified background in appraisal, market analysis and counseling for the development, acquisition, sale, leasing and financing of major urban real estate.

John Strait, Professor of Law at Seattle University School of Law, consults and lectures nationally on civil and criminal trial advocacy, legal and judicial ethics, and legal malpractice. He has served on the Washington Supreme Court's Judicial Ethics Advisory Committee, King County Bar Association Campaign Ethics Committee, the Seattle Port Authority Ethics Advisory Committee and WSBA Rules of Professional Conduct Committee. For the clinical component of his course in Professional Responsibility, the law school received the E. Smythe Gambrell Professionalism Award from the American Bar Association.

Arthur Wahl is a Managing Director at CB Richard Ellis, is experienced in both industrial and retail commercial leasing, sales and development. He has been involved in start-up companies throughout the West and their national roll-outs, including Costco, Starbucks, Seattle's Best Coffee, IKEA, Sur La Table, and Eagle Hardware / Lowe's. He has been responsible for the work in the greater Seattle area for Gap, Old Navy and Banana Republic, as well as the development of Krispy Kreme in the Northwest.

Susan Zimmerman, First Vice President of GVA Kidder Mathews, specializes in retail properties and tenant representation, is currently involved in Schnitzer Northwest's mixed-use project, The Bravern, on the retail leasing anchored by Neiman Marcus. She also represents several retailers in the Pacific Northwest including REI, Cost Plus, Washington Mutual, and Men's Wearhouse.