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Negotiating Commercial Leases: How Owners & Corporate Occupants Can Avoid Costly Errors 2012


Speaker(s): alan robin, B. Alan Whitson, RPA, Carol Robertson, Conrad D. Breece, Jackie Park, Jay L. Paxton, John Busey Wood, M. Rosie Rees, Marc A Maiona, Michael E. Meyer, Michael R. Powell, Peter Roth, Theani C. Louskos
Recorded on: Oct. 18, 2012
PLI Program #: 35573

Jackie Kim Park
Partner

EDUCATION
Northwestern University School of Law (1985) J.D.
Brown University (1982) B.A.

ADMISSIONS
California

EXPERIENCE
Jackie Kim Park is a partner based in Los Angeles. She focuses her practice on commercial leasing transactions.

Ms. Park has handled extensive leasing transactions for landlords as well as for tenants in office, retail and industrial settings. Her representation of landlords includes institutional landlords in office buildings and retail shopping centers, including The Ratkovich Company, Maguire Partners and The Prudential Insurance Company. Her representation of tenants includes financial institutions, entertainment companies and retail entities, including ongoing representation of Capitol Records, Sterling Commerce and AECOM Technology Corporation.

Ms. Park has lectured to numerous city organizations, among them real estate brokers, landlords and developer groups. She has also presented seminars to BOMA, PLI, CLE, CEB, Los Angeles County Bar Association and State Bar of California.

Ms. Park is co-chair of the Landlord/Tenant Subsection of the Real Estate Section of the Los Angeles County Bar. She has been named a Southern California Super Lawyer.

She is active with United Way and City of Hope and serves on the board of directors for the Los Angeles Conservancy. Ms. Park is also active within DLA Piper. She is co-chair of the firm's National Diversity and Inclusion Committee and serves on the firm's Associate Evaluation and Compensation Committee and is a representative to DLA Piper's Leadership Alliance for Women (LAW).


Peter Roth is the Los Angeles and Century City Office Chair for the firm's Shopping Center and Retail Practice Group. He specializes in strategic planning, negotiation and documentation vis-à-vis the acquisition, disposition, development, leasing and management of commercial office, retail, industrial and mixed-use projects throughout California. Among other general real estate matters, Peter has extensive experience in the negotiation and documentation of purchase and sale transactions (including 1031 exchange and reverse 1031 exchange transactions), sale-leaseback transactions, build-to-suit lease transactions, commercial and retail lease transactions, bondable leases, development agreements, covenants, and other agreements relating to ongoing uses of real property. Peter also has significant experience in the fair market rent arbitrations and in the development, renovation, and management of stadiums for professional sports franchises, and theaters for live stage productions and film projection.

His clients include highly sophisticated institutional investors as well as entrepreneurial individuals and entities. Peter's recent representations include Kilroy Realty, Equity Office Properties, Blackstone Real Estate Group, Boston Properties, Beacon Capital Partners, Hudson Capital Advisors, and Lincoln Property Group. Having purchased and sold over $6 Billion in real estate assets for clients in the past three years, Peter has extensive market knowledge throughout the Western Region, from Seattle/Bellevue in the Northwest, to the CBD and SOMA submarkets of San Francisco and Silicon Valley, and throughout Southern California. 

Peter is frequently sought as a speaker for business, legal, and educational associations. He is a member of the ULI-LA's Advisory Committee, oversees its Quarterly LA Luminaries Speaker Series and has taught Commercial Real Property Transactions as an adjunct professor at Loyola Law School.


Jay L. Paxton specializes in real estate transactions, leasing and land use planning. Mr. Paxton represents both sellers and acquirers in the negotiation and documentation of real estate sale transactions, including portfolios of properties. His experience includes representation of numerous Fortune 500 companies in acquisitions, sales, sale/leasebacks, build-to-suit developments, ground leases, financings and property acquisitions and dispositions throughout the United States. He was the lead lawyer in a complex sale/leaseback transaction for the expansion of a large corporate headquarters campus in Northern California and, quite recently, was one of the three lead lawyers in an assemblage of eleven office buildings for a new corporate campus in Silicon Valley for one of the leading technology companies in the world. He also represented Carnegie Mellon University in establishing its West Coast campus at the NASA Ames Research Park.

His extensive experience representing both landowners and users in leasing includes directing all legal aspects of ongoing leasing matters for the owners of seven high-rise office buildings in San Francisco and several suburban office projects. He also represents major users in lease negotiations for office and retail space and is well- experienced in helping landlords and tenants in restructuring troubled leases. Mr. Paxton represented the landlord in the largest office lease in the history of San Francisco and in the real estate aspects of the securitization and sale of the income stream from that lease into the bond markets, a transaction which was the first of its kind in the United States.

In addition to his transactional practice, Mr. Paxton has extensive experience in obtaining land use approvals and entitlements for major retailers, developers and landowners. His work in land use has included securing all approvals for the conversion of a former landfill at the shore of the Bay to a regional retail center, with Home Depot as the anchor tenant. That project was the most controversial land use matter to have received permits in the City where it was located.

Professional & Community Affiliations

Mr. Paxton is active in various real estate associations. He is a past Chair of the San Francisco District Council of the Urban Land Institute, and continues as a member of its Executive Committee, member of its National Corporate Real Estate Council, and Co-Chair of its Policy and Practice Committee, where he conceived and led the creation of the Council’s UrbanMap Web portal. He is also a member of the Policy Advisory Board of the Fisher Center for Real Estate and Urban Economics at UC Berkeley and serves on the Executive Committee of the Board. He is a Director of the Golden Gate Chapter of Lambda Alpha International, a land economics honorary society.

Mr. Paxton is very active in civic and business life of the Bay Area community, currently serving as a Director of the Bay Area Council and a Trustee of the University of California Berkeley Foundation and having recently completed an eight-year term as a Trustee of the Marin Community Foundation as the appointee of the President of the University of California. He has served on the Board of Directors and as a member of the Executive Committee for the University’s International House since 1974, and is Chair of the Nominations Committee of the Board. He is a member of the State Bar of California, American Bar Association (Real Property Section), the Bar Association of San Francisco and the Marin County Bar Association.

Honors

Mr. Paxton is a Fellow of the American College of Real Estate Lawyers. He has been selected one of Northern California’s Super Lawyers eleven times from 2005 to 2016 and a Super Lawyer, Business Edition from 2011 to 2012. Most recently, Mr. Paxton was selected as a 2017 Best Lawyer in America™ in Real Estate Law, an honor he has received since 2009. Mr. Paxton is AV Preeminent rated by Martindale Hubbell and recognized as a 2014 Top Rated Lawyer by American Lawyer Media.

Areas of Practice

Real Estate 
Land Use 
Leasing


Alan Robin is a partner in the real estate group at Shartsis Friese LLP in San Francisco, California, which specializes in corporate and real estate law and commercial litigation. Shartsis Friese is retained by many corporate, institutional, and civic clients to structure, negotiate, and finance their development of corporate campuses, office parks, shopping centers, restaurants, civic buildings, and mixed-use developments throughout the United States and in foreign countries.

Prior to joining Shartsis Friese, Mr. Robin was Associate General Counsel for MetLife, one of the largest life insurance companies in the world and one of the largest investors in real estate in the world, and he assisted MetLife's real estate group in assembling, developing, financing, leasing, and operating office, hotel, retail, residential, and mixed-use projects throughout the United States.

Mr. Robin represents many real estate investors, developers, and users as well as a number of non-real estate corporate clients and law firms including Metropolitan Life Insurance Company, Simpson Manufacturing Company, SIMEON Commercial Properties, Prana Investment Fund, Oracle Corporation, Google, Synopsys, Hana Ranch and Hotel (Maui), Seaker & Sons, Peninsula Open Space Trust, Frog Design, and Genstar Capital Corporation. He also counsels several clients from Asia who invest in the United States as well as advises clients who invest in China.

Mr. Robin is on the Board of the San Francisco Friends School which he represented in its acquisition and conversion of the historic Levi Strauss factory in San Francisco, and on the Board of Foundation for SF Jazz which he represented in the acquisition, construction and financing of the SF Jazz Center in San Francisco.

Mr. Robin served as Finance Officer on the Executive Committee of the Real Property, Probate and Trust Law Section of the American Bar Association, a national organization of more than 30,000 real estate attorneys. He is also a Fellow of the American College of Real Estate Attorneys. Mr. Robin has written and spoken extensively in the field of real estate, bankruptcy and creditor's rights throughout the United States to students, attorneys, and businesspersons involved in real estate.

He is a graduate of Swarthmore College and New York University School of Law.


CAROL ROBERTSON has been a practicing attorney for 30 years, including as a partner at a major San Francisco law firm and as corporate counsel with San Francisco Bay Area companies, including her current position at The Clorox Company, where she supports Global Real Estate and Facilities, the Company's manufacturing facilities, and the Risk Group, and where she serves as counsel to The Clorox Company of Canada.  In the course of her years of practice, Ms. Robertson has had the opportunity to represent diverse global businesses in real estate transactions and general business matters.

Ms. Robertson has taught French and Language Arts at the high school and college levels, and holds a B.A. and an M.A. in French Literature. She interrupted her studies toward her PhD in order to attend law school at The University of California at Berkeley (Boalt Hall School of Law), from where she graduated in the top 10 percent of her class in 1980.

She has been a frequent speaker at professional seminars, workshops, conferences and conventions throughout the United States and Canada, on various business and legal subjects, including ethics. She has written extensively on a wide range of real estate, ethics and legal subjects. Her most recent publications are The Little Red Book of Wine Law, The Little Book of Coffee Law, and The Little Book of Movie Law, published by American Bar Association Publishing.

Ms. Robertson has been an adjunct professor at John F. Kennedy University in Pleasant Hill, California, in the School of Management and in the Law School, where she has taught courses in Business Associations, Environmental Law, Business Law, Business Ethics, and Negotiation Techniques.


Conrad Breece focuses on real estate law, leases, real property acquisitions and sales. He does ongoing leasing representation of numerous current and prospective commercial landlords and tenants. The following are examples of his experience:

  • Represented IKEA Property, Inc. as transactional real estate counsel on the purchase of 27 acres of real property in Dublin, California from the Alameda County Surplus Property Authority, and contemporaneous representation on sale of 13 of the 27 acres to a retail developer.
  • Represented a shopping center developer/landlord in Oakland, California to negotiate retail leases with national tenants leasing approximately 100,000 rentable square feet.
  • Represented Headquarters Companies in more than 30 full floor office leases in major downtown commercial centers in cities throughout the United States.
  • Represented Businessland, Inc. in negotiation of more than 20 retail store and distribution center leases throughout the United States.
  • Currently represents Golden Gateway Center, San Francisco, California, on commercial leasing and counseling on residential and commercial landlord-tenant matters.
  • Represented, from 1973 to 1999, the Embarcadero Center on retail and office leasing matters, including negotiation of leases, unlawful detainers, and workouts.


EDUCATION

  • J.D., Golden Gate University School of Law
  • B.A., University of California, Santa Barbara, Political Science


COURT ADMISSIONS

  • United States Supreme Court
  • United States Court of Appeals for the Ninth Circuit
  • United States District Court for the Eastern and Northern Districts of California


BAR ADMISSIONS

  • California, 1972


PROFESSIONAL MEMBERSHIPS AND ACTIVITIES

  • State Bar of California, Real Property Law Section
  • Bar Association of San Francisco, Real Property Section
  • American Bar Association, Real Property, Probate and Trust Law Section
  • World Trade Club of San Francisco: President (2005-2006); Vice President (2002-2005); Board Member (1998-2004)
  • World Affairs Council of Northern California: Member of Board of Directors and Executive Committee (1998-2004)
  • Chair of Building Committee (1996-present)


Marc Maiona is a Managing Member of CyberLease, LLC. He began his career in commercial real estate with Cushman & Wakefield, later joining CyberLease in 1994 as an audit manager where he was rapidly named a Managing Member of the firm. Today he is responsible for managing many of the firm's more complex assignments.

Mr. Maiona is an experienced industry speaker, conducting accredited continuing legal and real estate education seminars on the subject of negotiating additional rent provisions in office leases on a national basis for organizations such as CLE International, PLI, Lorman and others, and is frequently called upon as an expert witness. Mr. Maiona has been involved in some of the largest and most complex lease negotiations and compliance audits in virtually every major market in the country, including the largest known audit claims and recoveries in New York City and Boston. Mr. Maiona received his Bachelor's Degree in Economics from the University of California, Irvine.

Marc has personally performed more than 400 in-depth lease compliance audits of 100,000+ square foot lease obligations, delivering well in excess of $100 Million of savings to clients. 

Mr. Maiona currently serves on the Board of Directors of the International Association of Attorneys and Executives in Corporate Real Estate ("AECRE"), and is an Associate Member of the Real Property, Trust and Estate Law Section of the American Bar Association.


Michael R. Powell, Vice President, has served with American Arbitration  Association (AAA) for more than 19 years.  Mr. Powell was appointed Vice President of the Los Angeles Regional Office in January 2000. He is currently responsible for expanding the use of AAA construction, real estate and environmental ADR services in the Pacific and Pacific Northwest states.  In this capacity, he assists the corporate, legal and public sector communities on dispute avoidance and resolution techniques and in designing dispute resolution systems to meet their specific needs.

Mr. Powell is a graduate of California State University, San Bernardino and is a frequent speaker and writer on the subject of alternative dispute resolution. In addition to his AAA duties, he serves on the boards of the California Dispute Resolution Committee (CDRC) and the Los Angeles County Bar Association's Center for Civic Mediation. 


John Busey Wood is a member of the commercial real estate group in the New York City office of the national law firm Akerman LLP and advises public and private companies on national real estate transactions, development of mixed use and retail projects, retail centers and portfolio property master and ground leasing. For over 40 years Mr. Wood has represented owners and tenants in the design and negotiation of commercial leases covering in excess of 100 million square feet of retail, industrial, office and mixed use projects. These experiences, coupled with a unique blend of professional disciplines, resulted in his being featured on the Wall Street Journal Report and in articles on the impact of commercial leases on commerce and being referred to by The Wall Street Journal and The New York Times as “the father of the modern killer lease.” His has extensive national experience in developable land, property acquisitions, and large scale retail and office developments.  He is a noted authority on ground leases and sale/leasebacks and helped lead a national team on a purchase, sale and master lease transaction involving 327 super market properties. Among noteworthy projects, Mr. Wood directed the legal team in a national portfolio acquisition with a value in excess of $2 billion and he participated in the development, leasing and financing of over 4 million square feet of regional shopping malls and retail centers nationwide. He negotiated what is considered the largest ground/space lease transaction of its kind in the history of New York City, containing more than 1.6 million square feet and including “fast-track” reconstruction, construction financing, permanent financing and options for fee acquisition. Mr. Wood is a licensed Class “A” commercial real estate broker, a Certified Public Accountant and holds B.B.A. (Accounting and Economics), M.B.A. (Accounting and Finance) and J.D. degrees.

Mr. Wood frequently lectures on commercial leasing, transaction structuring and master leasing at Columbia University-ISDE Graduate Law and Economics Program and at the New York University Graduate School and Schack Real Estate Institute. He also lectures at PLI, where he is the New York and national Chairman of the Milton Friedman Leasing Lectures, and at the executive and annual meetings of the ABA and AICPA.  Mr. Wood has frequently served as a “party selected” and Federal arbitrator and is an American Arbitration Association - National Neutral - Commercial Panelist. 

Mr. Wood is the senior author of the national treatise Negotiating and Drafting Office Leases, published by Law Journal Seminars-Press and supplemented 2 times per year ©1994. He is the author of the textbook, Navigating The Dangerous Shoals of a Commercial Lease, published by New York University Graduate School, ©1992-2012 and hosts the commercial leasing educational websites officeleasingusa.com and leasingnyc.com which are utilized to supplement his lectures. Mr. Wood is listed in Who's Who In Law and Registry of Global Business Leaders and NY Super Lawyers 2004-2018.  Mr. Wood is AV Preeminent® peer rated by Martindale-Hubbell and was peer-nominated and elected an American Bar Foundation Fellow.


Mike Meyer has developed a national reputation as one of the preeminent leasing attorneys in the United States. He regularly represents many of this country's leading financial institutions, accounting firms and law firms in connection with major lease transactions throughout the United States. Representative of the major leases he has done for tenants recently include City National Bank headquarters lease (525,000 sq.ft. in Los Angeles, CA), Sempra headquarters lease (300,000 sq.ft. in San Diego, CA), Nestle USA headquarters lease (205,833 sq.ft. in Arlington, VA), ICM Partners headquarters lease (111,591 in Los Angeles), and Northern Trust’s headquarters lease (450,000 sq.ft. in Chicago, IL). Recently he won a $5.6 million dollar Fair Market Rental Rate arbitration award for Capitol Records. In 2017, he served as President of the Los Angeles County Bar Association.

Mike served for ten years as a member of the board of directors and executive committee of the Building Owners and Managers Association (BOMA) in Los Angeles. He has served as judge pro tem in the Los Angeles Municipal Courts and presently serves as an arbitrator for the American Arbitration Association. He developed the definition of fair market rental rate which, in one form or another, is used in numerous major lease transactions, and has been intimately involved in many arbitrations/mediations involving fair market rental rates.

In 2011, Mike was named Real Estate Lawyer of the Year by the Los Angeles County Bar Association. Mike has been named CoreNet Global's Real Estate Professional of the Year; the Los Angeles Business Journal named him one of the 25 Most Powerful Attorneys in Los Angeles; he was named one of the 100 Most Influential Lawyers in California by the Los Angeles Daily Journal and the San Francisco Daily Journal.

The respected English legal directory Chambers USA: America's Leading Lawyers for Business has repeatedly ranked Mike in California's top tier for real estate law.

He has served on the board of directors of the Jackie Robinson Foundation, Los Angeles Police Foundation, and LA Sports & Entertainment Commission.

Mike has presented various seminars to BOMA, PLI, State Bar of California and the American Bar Association. He is a member of the American College of Real Estate Lawyers.


In 1972, Alan Whitson began his real estate career in Honolulu after leaving the US Navy's nuclear submarine program. Whitson's experience includes over 40 million square feet of facilities around the world in the areas of Asset Management, Corporate Facilities, Construction, Real Estate Development, Commercial Real Estate Brokerage, and Real Estate Consulting.

Whitson is President of Corporate Realty, Design & Management Institute; which designs and delivers continuing education programs in the area of design, construction, and operation of high performance and sustainable buildings for AIA, ASID, ASHE, ASHRAE, BOMI, CoreNet, IFMA, IIDA and USGBC. In addition to live and web based educational programs, CRD&MI offers custom training, and management consulting services to the Fortune 1,000.

The scope of Whitson's career gives him a keen insight into the real estate needs of today's corporation, and a unique understanding of the architectural, construction, and real estate industries. He has held positions with: First Commercial Real Estate, Newport Beach; The Muller Company, Newport Beach; Bank of America's Corporate Real Estate Division; Storek & Storek Architecture, San Francisco; The Shorenstein Company, San Francisco; Environmental Design Engineering, Seattle, San Francisco and Honolulu.

Whitson holds the professional designation of Real Property Administrator (RPA) from the Building Owners and Managers Institute. In 2009, he was made an Honorary Fellow of Institute of Green Professionals. Whitson has actively participated in a number of committees, task forces, and professional associations to further the art of high performance buildings and corporate sustainability including:
 

  • Initial member of the group that became the International Facility Managers Association
  • BOMA International's Energy & Environment Committee
  • The New Buildings Institute's Technical Review Committee for Advanced Buildings: Energy Benchmark for High Performance Buildings a standard used in the LEED NC Rating system
  • Center for Corporate Sustainability - Board Member
  • Advisory Board for Journal of Sustainable Real Estate - University of San Diego
  • Chair of the Model Green Lease Task Force, which recently released the Model Green Lease
  • OSCRE Green Lease Advisory Board
  • Certified Real Estate License Instructor - California, Texas
  • ASTM Task Force on Building Energy Performance Assessment & Disclosure Standard
  • Advisory Board Member of IFMA Health Care Institute

A popular author and speaker, Whitson was pegged as the "Green Building Guru Who Paints a Profit-Making Picture" by one of the world's leading organizations of industrial manufacturers. Since 1980, he has written over 100 articles, including his column, Turning Green into Gold® that appears in OfficeInsights, a national online newsletter.


THEANI LOUSKOS is a shareholder with Bartko, Zankel, Bunzel & Miller  in San Francisco.  She represents clients in a broad range of commercial real estate transactions including leasing, acquisitions and sales, financing and loan workouts.  She represents both landlords and tenants in commercial leasing matters and specializes in the representation of national retail tenants.  Ms. Louskos is a frequent speaker at Retail Leasing programs and has written articles on retail issues for real estate publications.  She received her J.D. from the University of California at Berkeley (Boalt Hall School of Law) in 1980.


M. Rosie Rees joined the firm in 1994 and is a partner in the firm’s real estate department. The emphasis of Ms. Rees’ practice is shopping center leasing on behalf of both landlords and tenants.

Ms. Rees has published many articles and given many presentations on the subject of retail leasing.

EXPERIENCE

The clients she has represented include: JMB Realty Corporation, Related Companies, Schnitzer West, Urban Retail Properties Corp., RREEF Management Company, AnnTaylor, Inc., Brooks Brothers, and Guess?, Inc.

NEWS & ALERTS

Pircher, Nichols & Meeks Power Women In Real Estate

PUBLICATIONS & SPEAKING ENGAGEMENTS

PNM Partners, Sheldon Halpern and Rosie Rees to Lead Webinar on Mixed-Use
Development Leases
February 25, 2014

Pop-Up To Permanent
Shopping Center Business, September 1, 2011

Landlord Lien Waivers and Subordinations
California Centers, May 1, 2010

Avoiding the 'Dark' Side of Temporary Uses
California Real Estate Journal, November 9, 2009

Trouble in Lease Land: A Guide to Retail Lease Workouts (Part Three)
Commercial Leasing Law & Strategy, August 1, 2009

Trouble in Lease Land: A Guide to Retail Lease Workouts (Part Two)
Commercial Leasing Law & Strategy, July 1, 2009

Trouble in Lease Land: A Guide to Retail Lease Workouts (Part One)
Commercial Leasing Law & Strategy, June 1, 2009

Illinois Court Extends Guarantor Liability To month-To-Month Leases
Midwest Real Estate News, June 25, 2006

The Exercise of Free Speech at Shopping Centers
California Centers, May 1, 2005

The Exercise of Free Expression in Shopping Centers
Illinois Real Estate Journal, October 14, 2004

PROFESSIONAL & COMMUNITY AFFILIATIONS

State Bar of Illinois, Member since 1981
International Council of Shopping Centers (ICSC), Member

PRACTICE AREAS

Leasing and Development
Real Estate

BAR AND COURT ADMISSIONS

Illinois, 1981

EDUCATION

J.D., with honors, Loyola UniversityLaw School, 1981

B.A., English, Linguistics, Speech and Theater, with high honors, Northeastern Illinois University, 1973