Agenda Day 1

8:00 am

Registration Opens

8:30 am

Introduction & Overview

Jennifer D. Cobb, Esq. , Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Brian L. Lewis, Esq. , Program Co-Chair
Ryan Swanson & Cleveland PLLC / Seattle, WA

8:45 am

Your Annual Walk-Through of the Anatomy of a Purchase & Sale Agreement (PSA)

Issue spotting and avoidance from the buyer’s perspective: In-depth analysis of key components including letters of intent, standard forms and provisions, and tips for taking negotiating positions and selecting the most effective methods

Jennifer D. Cobb, Esq. , Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Seller perspective

Brian L. Lewis, Esq. , Program Co-Chair
Ryan Swanson & Cleveland PLLC / Seattle, WA

10:15 am

Break

10:30 am

The Anatomy (cont'd)

Reversing roles and continuing where we left off before the break: Buyer perspective

Brian L. Lewis, Esq. , Program Co-Chair
Ryan Swanson & Cleveland PLLC / Seattle, WA

Seller perspective

Jennifer D. Cobb, Esq. , Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

12:00 pm

Lunch (on your own)

1:15 pm

A Detailed Look at Due Diligence Processes and Buyer Conditions

Title insurance and survey issues: An underwriters perspective on review of easements and CCRs; special issues for condominiums and other forms of ownership; buyer title objections and requirements, seller responses and pro forma title policies

John W. Jones , Sr. VP, Senior Commercial Underwriter
Fidelity National Title Group / Seattle, WA

Due diligence for zoning and land use issues

Alan L. Wallace, Esq.
Williams Kastner & Gibbs PLLC / Seattle, WA

Key elements for environmental investigations: Establishing the optimal scope for Phase 1 and Phase 2 environmental studies, invasive and non-invasive testing; practical aspects and realistic timeframes

Jeff B. Kray, Esq.
Marten Law PLLC / Seattle, WA

3:00 pm

Break

3:15 pm

Leasing Issues in Real Estate Acquisition Financing

Lease terms, estoppel certificates, Subordination, Non-Disturbance and Attornment agreements, and other key elements

Gregory G. Lutje, Esq.
Ryan Swanson & Cleveland PLLC / Seattle, WA

4:00 pm

Complex Acquisitions

An in-depth review of the challenges faced and conquered in a "hypothetical" acquisition scenario from the perspective of a sophisticated buyer and its legal counsel

Jennifer D. Cobb, Esq. , Program Co-Chair
Jameson Babbitt Stites & Lombard PLLC / Seattle, WA

Pam Hirsch , Managing Partner, Investments
Schnitzer West LLC / Seattle, WA

5:00 pm

Continue the Exchange of Ideas: Reception for Faculty and Attendees

Sponsored by Jameson Babbitt Stites & Lombard PLLC and Ryan Swanson & Cleveland PLLC

Friday, June 01, 2018

8:30 am

Options for Ownership and Capital Structures

Finding the optimal structure: Factors to consider in selecting the one that best fits the property and buyer group

Steven L. Wood, Esq. , Founder and Managing Director
CenturyPacific LLLP / Seattle, WA

Foreign entity involvement: Special issues to consider, including ones relating to specific foreign entities

Paige Lindsay Davis, Esq. , Shareholder
Lane Powell PC / Seattle, WA

10:00 am

Break

10:15 am

Deals Gone Bad: Rights & Remedies

Recent developments in judicial and non-judicial foreclosures, real estate contract forfeitures, evictions, workouts, and bankruptcies

Thomas S. Linde, Esq.
Schweet Linde & Coulson PLLC / Seattle, WA

Effective defense strategies

Christopher I. Brain, Esq.
Tousley Brain Stephens PLLC / Seattle, WA

11:30 am

Current Expectations and Standards for Negotiating Reps and Warranties

Buyer and seller perspective on current sticking points: Multiple constituencies; survival provisions; baskets and caps on liability; indemnification and guaranties of obligations; tips for finding solutions that work for both parties

Charles H. Royce, Esq. LEED AP
K&L Gates LLP / Seattle, WA

Marco de Sa e Silva, Esq.
Davis Wright Tremaine LLP / Seattle, WA

12:15 pm

Lunch (on your own)

1:30 pm

Logistics and Other Issues for Escrows & Closings

Coordination tips for smoother closings: Avoiding documentation and procedural problems; resolving pro-ration disputes and minimizing loan-funding delays

Kirk Strandjord, Esq. , Associate Underwriting Counsel
First American Title / Seattle, WA

2:00 pm

Ethical Issues for Real Estate Lawyers

Dealing with Pro Se parties in purchase and sale transactions

Evan L. Loeffler, Esq.
Loeffler Law Group PLLC / Seattle, WA

3:00 pm

Evaluations and Adjourn

Faculty Bios

Jennifer D. Cobb, Program Co-Chair is a partner at Jameson Babbitt Stites & Lombard PLLC. She represents developers, owners, users, purchasers and lenders in real estate transactions, including development, leasing, sales and acquisitions, entity formation and financing. She is listed as a Super Lawyer and one of Seattle's Best Lawyers.

Brian L. Lewis is a member of Ryan Swanson & Cleveland PLLC. He focuses on drafting, negotiating and reviewing purchase and sale agreements, leases, loan documents and development agreements on behalf of lenders, borrowers, real estate developers and institutional land owners.

Christopher I. Brain is co-founder of Tousley Brain Stephens PLLC. He focuses on complex real property, commercial and class action litigation. He has consistently been recognized as a Super Lawyer including as a top 100 Super Lawyer, and as one of the 100 Best Lawyers in Washington by Seattle Magazine.

Paige L. Davis is a Shareholder at Lane Powell where she counsels clients on all aspects of U.S. and cross-border transactions, including entity formation and selection, operation, tax planning, exit strategies, mergers and acquisitions, financing and other business operations.

Marco de Sa e Silva is the former chair of the firm's Real Estate and Land Use Practice Group at Davis Wright Tremaine LLP. He represents clients in real estate transactions and land development projects.

Pam Hirsch, Senior Investment Director, Schnitzer West LLC, leads the company's investment team in the acquisition and development of properties in the Puget Sound region.

John W. Jones is Senior Vice President and Senior Commercial Underwriter at Fidelity National Title Group. He oversees underwriting for the Seattle Commercial Division including many of the significant projects in the Seattle-Bellevue area.

Jeff B. Kray, partner at Marten Law PLLC, focuses his practice on water quality, water resources, and environmental litigation, including Clean Water Act permitting, regulatory compliance and CERCLA site remediation.

Thomas S. Linde is a member of Schweet Linde & Coulson PLLC. He practices real estate transactions and financing, judicial and non-judicial real property foreclosures, contract forfeitures, and evictions. He also represents creditors in bankruptcy court proceedings.

Evan L. Loeffler, Loeffler Law Group PLLC, focuses on landlord-tenant relations, real estate and commercial litigation, formation of corporate identities, business transactions and property transfers. He is a Washington Super Lawyer.

Gregory G. Lutje is Of Counsel at Ryan Swanson & Cleveland PLLC. Prior to joining Ryan Swanson, He served as Associate General Counsel for General Growth Properties in both Chicago and Portland.

Charles H. Royce, Esq,. LEED A P, is a partner at K&L Gates LLP. He practices real estate and finance law, representing clients in the areas of commercial real estate transactions and leasing.

Kirk Strandjord is Associate Underwriting Counsel at First American Title where he provides underwriting support for transactions across the country. Before joining First American he was a real estate attorney in private practice where he drafted purchase and sale agreements; managed large corporate acquisitions; counseled clients on Municipal and County land use regulations; and navigated investors through land development projects.

Alan L. Wallace is a member of Williams Kastner & Gibbs PLLC. He counsels private and non-profit real estate owners, developers and investors in obtaining, protecting, and litigating real property rights.

Steven L. Wood is Founder and Managing Director at CenturyPacific, LLLP. Previously, he was Chief Operating Officer of Burlington Resource's real estate affiliate. He is experienced in structuring ventures and transactions, asset management and real estate development.

Continuing Education Credits

Live credits: This program qualifies for 11.5 (Ethics included) WA CLE, 11.5 WA LPO, and 14 WA Real Estate credits. Upon request, we will apply for, or help you apply for, CLE credits in other states and other types of credits.

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