Replay available from our video archive

The 26th Annual Advanced Conference on

Advanced Real Estate Purchases & Sales

Impact of evolving markets on buyer due diligence, mortgage lender requirements, post-closing liability management, and closing issues

Presented on April 29 & 30, 2021

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Program Overview

Who Should Order

Attorneys, brokers, property managers, owners, buyers, appraisers, Limited Practice Officers, and other real estate professionals

Why You will Benefit from the Replay

The buying and selling of commercial real estate continues briskly in the Pacific Northwest, even in a pandemic. Although these transactions generally follow a common course from inception to closing, each transaction invariably presents new issues, surprises, and challenges, as well as a new cast of personnel to work with, from clients to consultants to adverse parties to title and escrow officers and others.

Our 26th Annual Conference on Advanced Commercial Real Estate Purchases & Sales will give you an update on the current market, insights on how your colleagues in this profession are addressing the more challenging and complex issues, and templates for some of the more critical purchase and sale documents. The conference is designed to unfold like a transaction itself. We will begin with a discussion of "pre-sale" analysis and process, followed by presentations on ownership structures, due diligence, working with lenders, closing issues, disputes between buyers and sellers, and ethical issues. Presenters will address how the pandemic has affected real estate transactions and how parties are addressing it in their decision-making and their documents. This conference is a must for anyone who wants to understand the broad range of issues presented by commercial real estate purchases and sales.

~ Marco de Sa e Silva, Esq. of Davis Wright Tremaine and Nathan F. Fahrer, Esq. of Perkins Coie, Program Co-Chairs

What You Will Learn

  • Market update
  • Impact of the real estate excise tax increases
  • Buyer ownership structures
  • Title and survey issues
  • Land use and building issues including environmental assessments
  • Other due diligence considerations
  • Satisfying lender requirements
  • Managing post-closing seller liabilities
  • Common escrow and closing issues
  • Risks and benefits of gap closings
  • Common closing disputes
  • Ethical issues in purchase and sale transactions

What Participants Said

  • "The seminar was very well presented, and the presenters were top notch. Thank you for your efforts and those of the presenters."
  • "All the presenters were well prepared.
  • "Good presenters and well organized. Thank you!"
  • "Excellent (as always)."

Agenda Day 1

9:00 am

Introduction and Discussion of Purchase and Sale Agreement (PSA) Templates

Marco de Sa e Silva, Esq. , Program Co-Chair
Davis Wright Tremaine / Seattle, WA

Nathan F. Fahrer, Esq. , Program Co-Chair
Perkins Coie / Seattle, WA

9:15 am

Market Update

Washington and national market trends; evaluating the impacts of the corona virus; changes in the national and international economies; evolving tenant demands

Steven W. Brunette , First Vice President
CBRE / Seattle, WA

William Leedom , Director of Investments
Talon Private Capital / Seattle, WA

10:00 am

Buyer Ownership Structures

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

10:45 am


11:00 am

Buyer Due Diligence: Title and Survey Issues

Different approaches for handling title and survey due diligence; encroachments, problematic easements, other third-party interests, third party estoppels, sewer and other infrastructure capacity charges, and other common surprises

Andrew C. Rapp, Esq.
Fox Rothschild / Seattle, WA

Darnella Ward, Esq. , VP/Commercial Counsel
Chicago Title Insurance Company / Seattle, WA

12:00 pm

Lunch (on your own)

1:15 pm

Buyer Due Diligence (cont'd): Land Use and Environmental Issues

Zoning letters and code violations: Different approaches to land use due diligence, including attorney due diligence, third-party zoning reports, custom zoning letters, zoning endorsements, and permit opinions

John C. (Jack) McCullough, Esq.
McCullough Hill Leary / Seattle, WA

Phase 1 and Phase II Environmental assessments: How to assess the environmental condition of commercial real estate and how to resolve common problems

David J. Ubaldi, Esq.
Davis Wright Tremaine / Bellevue, WA

Tina M. Huff, R.E.P.A. , Principal Regulatory Specialist
Farallon Consulting / Issaquah, WA

2:45 pm

Buyer Due Diligence (cont'd): Special Considerations for Different Types of Assets and Parties

Tips for adapting the type of due diligence to the type of asset and the level of due diligence to the type of buyer

W. Adam Coady, Esq.
Stoel Rives / Seattle, WA

3:15 pm


3:30 pm

Satisfying Mortgage Lender Requirements

How to anticipate and address the buyer's mortgage lender's requirements in the purchase agreement

Gary M. Fallon, Esq.
Hillis Clark Martin & Peterson / Seattle, WA

4:15 pm

Managing Seller Post-Closing Liabilities in Negotiating the Purchase & Sale Agreement: Caps, Baskets, Time Limits, and Holdbacks

How common are limitations on the seller's post-closing liability? What are typical cap and basket amounts and time periods? With these limitations, and with single-asset sellers, how can buyers ensure they have meaningful remedies after closing?

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

5:00 pm

Adjourn Day 1

Friday, April 30, 2021

9:00 am

Common Escrow and Closing Issues; Wire Fraud; Cybersecurity Risks

Nathan F. Fahrer, Esq. , Program Co-Chair
Perkins Coie / Seattle, WA

Laura Johnson, LPO , Senior Commercial Closer
First American Title Insurance Company / Seattle, WA

Beth Peterson, LPO , Commercial Closing Officer
First American Title Insurance Company / Seattle, WA

9:45 am

Gap Closings

What are the risks to buyers, ground lessees, and mortgage lenders in relying on gap coverage when authorizing the release of their funds before their instrument is recorded, knowing that their instrument might not be recorded for a while?

Marco de Sa e Silva, Esq. , Program Co-Chair
Davis Wright Tremaine / Seattle, WA

Joe Knipp, Esq. , SVP, Operations Manager
Chicago Title Insurance Company / Seattle, WA

LaVonne Bowman , Senior Underwriter / Title Manager
First American Title Insurance Company / Seattle, WA

10:15 am

Negotiating Purchase and Sale Agreements

Common sticking points in purchase and sale agreement negotiations

Marco de Sa e Silva, Esq. , Program Co-Chair
Davis Wright Tremaine / Seattle, WA

Nathan F. Fahrer, Esq. , Program Co-Chair
Perkins Coie / Seattle, WA

10:45 am


11:00 am

Common Closing Disputes

Earnest money tug-of-wars, seller disclosures, breaches of seller representations and warranties, matters of contract interpretation, figuring out the pro-rations, and other common disputes

Marisa N. Bocci, Esq.
K&L Gates / Seattle, WA

Rhys M. Farren, Esq.
Davis Wright Tremaine / Bellevue, WA

12:15 pm

Lunch (on your own)

1:30 pm

Washington Real Estate Excise Tax Law Update

New excise tax rates, which increased significantly in January 2020; changes in control rules; administrative implementation by the Department of Revenue; and what buyers and sellers can do in response

Dirk Giseburt, Esq.
Davis Wright Tremaine / Seattle, WA

2:00 pm

Ethical Issues Encountered in Commercial Real Estate Transactions

Application of RPC including disclosure requirements for joint representations and direct adversity situations where disclosure is not enough

Serena S. Carlsen, Esq.
Perkins Coie / Seattle, WA

3:00 pm

Evaluations and Adjourn

Faculty Bios

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

Nathan F. Fahrer, Nathan F. Fahrer, Program Co-Chair, is a partner at Perkins Coie. He represents commercial real estate clients in complex transactions involving acquisitions, dispositions, development, financings and leasing. His recent focus has been on closing several high-profile purchase, sale and financing deals for major hospitality properties, including the Loews Chicago Hotel, Conrad Chicago hotel, the Washington Marriott Georgetown and the Miami Dadeland Hotel. He has also managed the acquisition and disposition of commercial office buildings, retail shopping centers and multisite/multistate agricultural properties.

Marisa N. Bocci Marisa N. Bocci is a partner at K&L Gates. She works on a range of transactional matters, including purchase and sale agreements, joint venture arrangements, and leasing. Her practice focuses on hotel and resort properties, commercial real estate assets, agriculture/agribusiness matters, and natural resource investment activities.

LaVonne Bowman LaVonne Bowman is a Senior Underwriter / Title Manager in the Seattle National Commercial Services division for First American Title Insurance Company. She has experience in all types of commercial transactions, including HUD, low-income housing tax credits, multifamily, and construction financing. She also is involved with the Housing Development Consortium who advocates for policies at the local, state and federal levels to foster inclusive, affordable housing communities.

Steven W. Brunette Steven W. Brunette is a First Vice President at CBRE where he specializes in assisting private market clients with their real estate acquisition, disposition and financing needs. Before joining CBRE, he spent eight years with Cushman & Wakefield, specializing in capital market transactions.

Serena S. Carlsen Serena S. Carlsen is a partner at Perkins Coie where she advises clients on land acquisitions, facility purchases, ground leases, office and retail leases, financing and construction of facilities. She represents a broad variety of clients within the real estate industry, including universities, hospitals, office building owners, container terminal operators, construction material companies and food and beverage companies.

W. Adam Coady W. Adam Coady is a partner at Stoel Rives. He focuses his practice on commercial real estate transactions, including acquisitions, dispositions, financing, and leasing in the health care, office, multifamily, and retail sectors. He represents property owners, developers, lenders, health care providers, investors and tenants throughout the Pacific Northwest.

Gary M. Fallon, Gary M. Fallon, Hillis Clark Martin & Peterson, has worked with a number of lender clients to develop efficient and cost-effective documentation for a wide range of lending activities from individual residential transactions to large commercial projects, including the most complicated of real estate and C & I financings.

Rhys M. Farren is a partner at Davis Wright Tremaine and serves as litigation counsel to clients in real estate, creditor's rights, business, and trust & estate disputes. He has represented finance companies and banks, real estate developers, property owners, a national telecommunication company, local business owners, and trust and estate fiduciaries and beneficiaries.

Dirk Giseburt Dirk Giseburt is a partner and tax law attorney at Davis Wright Tremaine. He represents a diverse clientele in industries such as healthcare, financial services, telecommunications, forestry, food distribution, and nonprofits. This includes clients concerning structuring transactions and ongoing business operations to control state and local excise taxes.

Tina M. Huff, R.E.P.A., Tina M. Huff, R.E.P.A., is a Principal Regulatory Specialist and Director of Business Development at Farallon Consulting where she focuses on environmental due diligence and environmental regulatory compliance. She has provided technical services regarding environmental liabilities for billions of dollars worth of commercial real estate.

Laura Johnson, LPO Laura Johnson, LPO is a Senior Commercial Closer at First American Title Insurance Company. She currently closes in several states and her experience includes Apartment Buildings, Commercial space, Motels, Hotels, Retail, Agricultural, Timberland, and vacant land.

Joe Knipp Joe Knipp a Senior Vice President and Operations Manager for Chicago Title Insurance Company's Seattle office. He previously worked in the corporate claims department as Regional Quality Assurance Counsel, where he gained experience in the resolution and prevention of complex, high-exposure claims served as Underwriting Counsel for Washington and Montana where he advised the company and its agents on insuring both commercial and residential properties.

William Leedom William Leedom is Director of Investments at Talon Private Capital. He has responsibility for sourcing and executing acquisitions, developing the property business plan and ultimately disposing of the asset.

John (Jack) C. McCullough, John (Jack) C. McCullough, McCullough Hill Leary, concentrates on land use law and real estate financing and development. He has experience in the Growth Management Act, zoning, shoreline regulations, environmental compliance and wetland regulation.

Beth Peterson, LPO Beth Peterson, LPO is a Commercial Closing Officer at First American Title Insurance Company. She previously worked as a Commercial Property Manager for Applied Capital and for PS Business Parks.

Andrew C. Rapp Andrew C. Rapp is a partner at Fox Rothschild where he focuses on commercial real estate transactions, with an emphasis on retail, mixed-use, multifamily and industrial projects. He advises clients on real estate matters such as corporate and personal guaranties, assignments and subleasing, non-judicial foreclosure, default rights and remedies, easements, due diligence investigations, and restrictive covenants.

Charles H. Royce is a partner at K&L Gates practicing real estate and finance law. He represents property owners, investors, developers, lenders, and borrowers in the acquisition and disposition of commercial and public properties, drafting and negotiating purchase and sale agreements, and preparing covenants, easements, and financing documents.

David J. Ubaldi David J. Ubaldi is a partner at Davis Wright Tremaine focusing on environmental and natural resources litigation. In addition, he counsels clients on environmental compliance, permitting, and regulatory issues and also assists policy holders interested in identifying and accessing historical insurance funds related to remedial activities.

Darnella Ward Darnella Ward serves as Vice President and Commercial Underwriter for Chicago Title National Commercial Services in Seattle. Prior to coming to Seattle, she served as a Commercial Underwriter for Fidelity National Title Insurance Company in New York where she was responsible for a number of multimillion dollar single-site and multisite transactions and she lead underwriting efforts for a number of notable New York and National closings.

Steven L. Wood Steven L. Wood is the Founder and Managing Director of CenturyPacific. He has structured and negotiated over 3 billion dollars in acquisitions, dispositions, joint ventures, leases, land developments and other investment services

Continuing Education Credits

Live credits: 10.75 WA MCLE & 10.75 LPO (inc 1 ethics) | 12.5 WA real estate. Upon request, we will help you apply for CLE credits in other states and other types of credits.

I appreciate LSI's seamless segue from registration, an informative seminar, to end result.