ATTORNEYS. Real Estate Practice. LewisBrisbois.com

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1 ATTORNEYS Real Estate Practice

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3 Real Estate Practice Lewis Brisbois Real Estate Transactions Team represents developers, investors, and lenders involved in the commercial, industrial, and office sectors, as well as financial institutions, public agencies, national/regional/local tenants, other businesses, individuals, and organizations in all types of real estate transactions such as the following: Acquisitions, Sales, and Tax Deferred Exchanges. Our team has extensive experience in negotiating and drafting purchase and sale agreements, option agreements, tax-deferred exchange documentation, letters of intent, assignment and assumption agreements, asset purchase agreements, development agreements, and exclusive negotiating agreements. Due Diligence Reviews and Investigations. Our lawyers work with our clients and their consultants to conduct thorough and efficient due diligence reviews and investigations for all types of real estate transactions, including: review of a property s physical, environmental, title, leasing, regulatory, and financial condition; scrutiny of existing leases and tenants; and analysis of a property s compliance with federal, state and local laws concerning land use, zoning, and subdivision regulations. Easements, Encroachments, and Utility Agreements. Our team negotiates and drafts: permanent and temporary easement agreements, encroachment and boundary agreements, and agreements with underground, surface, and overhead utilities. Leasing. Our attorneys prepare and negotiate all types of leases, including office leases, retail leases, restaurant leases, stand-alone building leases, warehouse leases, and ground leases. Construction Transactions. We represent owners, lenders, investors, and contractors in construction projects from the new development of residential complexes, shopping centers or mixed-use commercial projects to the restoration of damaged commercial property to the construction of tenant improvements for retail, industrial, or office space. Our team members negotiate and draft owner-contractor agreements, construction management agreements, design-build agreements, owner-architect agreements, construction loan documentation, and other documents used in the construction of commercial real estate improvements. In this regard, our attorneys have extensive experience in the use of AIA documents. Eminent Domain/Inverse Condemnation. The Lewis Brisbois team represents both condemning agencies and private property owners in the transactional and litigation aspects of takings of private property for public use or voluntary transactions in lieu of condemnation.

4 Zoning, Land Use, and Environmental. Lewis Brisbois attorneys assist public and private property owners and project sponsors in obtaining or challenging discretionary land use approvals and permits from local agencies and processing environmental reviews under the California Environmental Quality Act and National Environmental Policy Act and related environmental laws. Financing. Our attorneys have extensive experience in handling municipal and real estate financing transactions of all kinds, including construction and permanent loans, accounts receivable financing, loan workouts, purchases and sales of loans, securitized loans, land secured financing and the issuance and refunding of a broad range of municipal securities. REAL ESTATE & LAND USE PRACTICE The following is a representative list of transactions we have recently handled: Obtained approvals for 275 single-family homes and a five-acre commercial center, the largest residential development in a recently-incorporated California city. Obtained approvals for 253-unit senior-only apartment complex on 46-acre site in the Inland Empire, California. Negotiated and drafted a Disposition and Development Agreement between a municipality and a national big box retailer. Assisted the Los Angeles Metro Gold Line Foothill Extension Construction Authority in the voluntary acquisition and condemnation of real property for light rail expansion projects. Handled the permitting, including all compliance under the California Environmental Quality Act, for three master-planned communities totaling over 4,000 acres and nearly 10,000 housing units, including negotiation of tribal mitigation, monitoring agreements, and addressing issues of preservation and cultural issues. Represented a municipal redevelopment agency in the development of a 14-story, Class A office building, a neighborhood shopping center and an affordable senior housing project. Closed the private offering of limited partnership units in the $80M for the development and construction of a utility scale concentrated solar power generation facility near the City of Tonopah, Nye County, Nevada. Represented a tribe in connection with a real property lease for the development of a solar project, combining Lewis Brisbois expertise in both the real estate and energy arenas.

5 Negotiated with non-institutional lender out of Canada on the $20M financing of a hotel development project with security interests collateralizing a loan in California and Texas. Closed the $46M of private offering and loan funding for the financing of new construction of a mixeduse development in the mid-town area of Nashville, Tennessee. Assisted in putting an existing commercial development project under contract, including title issues and related due diligence matters, zoning and use issues, and into escrow for $20M. Negotiated the purchase and sale of a restaurant in Northern California. Represented an 18-acre industrial facility located in Southeast Texas in its multi-million dollar sale to an international petrochemical company. Represented a multinational manufacturing company in the coordinated sale of two existing warehouses and the leasing on a build-to-suit basis of two 350,000 square foot, state-of-the-art warehouse/office facilities including subdividing parcels of land pursuant to the Subdivided Lands Act. Represented a national firm in the leasing of Class A office space on a nationwide basis including the following: three floors in lower Manhattan; two floors in the Chicago Loop; two floors in the San Francisco financial district; as well as single-floor offices in Tampa, Houston, Dallas, Phoenix, St. Louis, Seattle and San Diego. Drafted and negotiated ground leases in Palm Springs for the development of a residential complex consisting of approximately 50 single-family homes. Represented clients with respect to leasing of land for the construction of a wind farm. Advised tribe regarding the development of leasing regulations. Combining the firm s expertise in real estate and energy matters, represented a tribe concerning the grant of easements for the construction of a transmission corridor, and negotiated the tribe s ownership rights in connection with such corridor. Prepared and negotiated documentation (including, Asset Purchase Agreements, Bills of Sale, and Leases) for the sale of assets and leasing of 3 separate properties in Southern California. Negotiated and drafted documents on a loan modification secured by properties in Las Vegas, Nevada, and Los Angeles, California; reduced $30M principal loan balance by approximately $7M. Represented 6 limited liability companies in connection with purchase of property in Lancaster, California.

6 MALISSA HATHAWAY MCKEITH Partner Los Angeles ADMISSIONS: California PRIMARY PRACTICES: Real Estate & Land Use, Environmental Compliance, Water & Energy Malissa Hathaway McKeith serves as partner and chair of the firm-wide Resources and Development Department. She has more than 25 years of experience in the areas of land development, water and energy law including all aspects of environmental due diligence and permitting requirements on real estate and transactional deals. Ms. McKeith has a long-standing reputation as being result-oriented, pragmatic, and a strong advocate for her clients interests. Ms. McKeith handles or oversees the following types of projects: Land use entitlements for retail, residential and industrial developments; all aspects of NEPA/CEQA compliance (prosecution and defense); Endangered Species Act compliance; protection of water rights with emphasis on representing agricultural entities; defense of enforcement actions before the Environmental Protection Agency and Regional Water Quality Control Boards; negotiation of power purchase agreements; all aspects of permitting for renewable or conventional power plants including appearances before the Public Utilities Commission and California Energy Commission; defense of litigation in groundwater remediation cases under CERCLA, RCRA, and common law claims; representation of tribal interests in real estate and energy deals. GREGORY R. OLESON Partner La Quinta Gregory.Oleson@lewisbrisbois.com ADMISSIONS: California PRIMARY PRACTICES: Corporate, Real Estate ADDITIONAL PRACTICE: Wineries & Vineyards Gregory Oleson is a partner in the firm s La Quinta office. Mr. Oleson has a diverse corporate and real estate practice, representing local, regional, and national developers, lenders, and joint venture partners in all phases of commercial real estate transactions. His practice involves the acquisition, development, financing, leasing, and disposition of diverse property types, including commercial office buildings, mixed-use developments, hotels, planned communities, golf courses, and shopping centers as well as single-family and multi-family developments. Mr. Oleson also has extensive experience in long-term ground leases, and Bureau of Indian Affairs matters, including Indian Leases and development of projects on Indian land. He has worked with and advised clients on restructuring debt and distressed loan sales. Mr. Oleson has experience in corporate formation, governance, purchase and sale of various business types as well as mergers and acquisitions. Prior to joining the firm, he worked as in-house counsel for a publiclytraded corporation where he was responsible for mergers and acquisitions of water-related companies in Latin America, South America, and the United States.

7 PETER F. HARRIS Partner Orange County ADMISSIONS: California PRIMARY PRACTICES: Banking & Finance, Real Estate Mr. Harris serves as vice-chair of the firmwide Real Estate Practice. He represents financial institutions, public agencies, shopping center owners/operators/developers, chain store owners/ operators, and international, national and regional business organizations. Over the course of his 30-year legal career, and in addition to his years in private practice emphasizing the practice areas above, Mr. Harris has been in-house counsel for a financial institution, staff counsel for a federal regulator of financial institutions (the Resolution Trust Corporation), and approved outside counsel for the Federal Deposit Insurance Corporation. In addition, Mr. Harris formerly owned and operated a title insurance agency, and has been a continuing education lecturer in the areas of office leasing transactions, commercial real estate acquisitions, and workouts of distressed commercial real estate loans. H. DAVID NAHAI Partner Los Angeles David.Nahai@lewisbrisbois.com ADMISSIONS: California PRIMARY PRACTICE: Real Estate ADDITIONAL PRACTICES: Energy & Environment, Water & Waste Water, Government Relations H. David Nahai is a partner in the firm s Los Angeles office, and is co-chair of the firm s Real Estate, Energy, Water and Environment practices. An acknowledged expert in real estate, energy, water and environmental matters, Mr. Nahai has over 30 years of experience, and has represented clients and performed transactions at the highest levels, working on complex matters and supervising teams of attorneys. Mr. Nahai is an AV-rated lawyer. He has also served as the Commission President and General Manager of the Los Angeles Department of Water and Power, Chair of the Los Angeles Regional Water Quality Control Board, and Senior Advisor to the Clinton Climate Initiative. Mr. Nahai has extensive experience in handling real estate transactions of all kinds, including the following: purchase and sale transactions; leases and ground leases; financing transactions; and construction and development agreements. Mr. Nahai also represents public and private entities in renewable energy, energy efficiency, wastewater treatment and recycling, and water treatment and conservation matters.

8 RENE I. GAMBOA Partner San Francisco ADMISSIONS: California, Arizona PRIMARY PRACTICES: Sustainable Development & Green Technology, Real Estate, Energy & Environment ADDITIONAL PRACTICES: Corporate, Commercial Litigation, Government Relations, Intellectual Property & Technology, Professional Liability Rene Gamboa is the nationwide chair of Lewis Brisbois Sustainable Development and Green Technology Practice. His practice focuses on real estate law, sustainable development, and environmental law. He is a former California licensed real estate broker, and has experience handling both transactional and litigation real estate matters. Mr. Gamboa has been accredited by the U.S. Green Building Council as a Leadership in Energy and Environmental Design (LEED) Accredited Professional, and is actively involved in sustainable development and renewable energy matters. Having extensive experience as a real estate broker and as general counsel of two Internet companies, Mr. Gamboa understands the business objectives of his clients and brings that experience to his transactional practice. VERNON A. NELSON, JR. Partner Las Vegas Vernon.Nelson@lewisbrisbois.com ADMISSIONS: Nevada, New Jersey, Pennsylvania, California PRIMARY PRACTICE: Gaming Law ADDITIONAL PRACTICES: Hospitality, Corporate, Commercial Litigation, General Liability Vernon Nelson is a partner in the firm s Las Vegas office. Mr. Nelson has extensive experience in gaming licensing and other matters before the Nevada Gaming Control Board and Nevada Gaming Commission. Such matters included entity licensing, individual licensing, and disciplinary matters, and tax matters. He has represented commercial creditors in collection and bankruptcy matters. He has extensive experience in representing domestic and international clients multiple jurisdictions, state courts, federal courts, and bankruptcy courts as well as commercial clients in commercial transactions, real property sales and leases, buy/ sell transactions, and management contracts. Mr. Nelson has extensive experience with transactions involving the buy/sell of hotels and casinos and related real property, and in the acquisition of real property adjacent to primary location. Mr. Nelson also has extensive contract negotiations experience relating to business matters such as: retail leases; restaurant leases; development and licensing of nightclubs in casinos; and business entity formation matters in domestic and international jurisdictions. He served as general counsel to subsidiaries responsible for domestic and international branch office activities. Additionally, he has represented commercial clients in contested litigation regarding commercial matters including representation of secured creditors, as well as land use matters. He has considerable experience representing large hotel clients in Nevada with respect to use permits, special assessment districts, and regional utility authorities, and has represented commercial clients with respect to asbestos, mold, water, and other environmental abatement matters.

9 CLAIRE HERVEY COLLINS Partner Los Angeles ADMISSIONS: California PRIMARY PRACTICE: Public Agency & Public Finance ADDITIONAL PRACTICES: Real Estate, Toxic Tort & Environmental Litigation, Government Relations, Water & Waste Water, Energy & Environment Claire Collins is a partner and vice-chair of the firm s Real Estate & Public Agency department. She represents public and private entities in a range of real estate, land use, and environmental matters in urban, suburban, and rural contexts. Her practice includes both transactional law and litigation. She handles an array of matters including contract negotiation, drafting, and review; real property sales, acquisitions, and litigation, including rights of way, land use / zoning and California Environmental Quality Act; Clean Water Act and Porter-Cologne Water Quality Control Act litigation and compliance; ordinance drafting; solid waste, wastewater, recycling, and recycled water contracts, ordinances, laws, and regulations. Prior to practicing law, Ms. Collins was a communications specialist working in the political and public sectors, focusing on international trade, investment, and economic development. KRISTEN DEAL Partner Los Angeles Kristen.Deal@lewisbrisbois.com ADMISSIONS: California PRIMARY PRACTICE: Real Estate Kristen Deal is a partner in the firm s Los Angeles office. She focuses her practice on the representation, counseling, and advising of clients with respect to all aspects of real estate and business transactions. Ms. Deal has experience drafting and negotiating purchase and sale agreements for both residential and commercial properties, option agreements, leases, ground leases, easement agreements, utility agreements, construction contracts, property management agreements, tenancy-in-common agreements, deeds, legal opinions, and escrow instructions. She advises clients on all aspects of real estate purchase and financial transactions, including preparation and negotiation of all loan origination and modification documents. Ms. Deal conducts due diligence of all aspects of real property purchase and sale deals and loan transactions. She also handles a wide range of corporate and business matters, including reviewing and drafting general and limited partnership, operating, and shareholder s agreements, forming and dissolving entities, facilitating the purchase and sale of businesses, and counseling on bulk sale transfers.

10 Firm Overview Established in 1979, Lewis Brisbois Bisgaard & Smith LLP is a national, full-service law firm with nearly 900 attorneys and 30 offices, in 16 states and the District of Columbia. Our national practice is sophisticated, multi-faceted and well-versed in current legal trends, while our individual state practices provide vast resources and knowledge of procedural and legal nuances. Lewis Brisbois offers legal practice in more than 30 specialties, and a multitude of subspecialties associated with each practice area. Our attorneys have broad knowledge, expertise, and sensitivity to their clients unique needs. Through interaction among its practice groups, Lewis Brisbois provides a wide range of legal services to each client with a continuity of representation over multiple disciplines. We have built longstanding relationships with corporate and institutional clients based on our ability to provide comprehensive service on a national scale. At Lewis Brisbois, diversity is an integral part of our firm culture and our daily life. We accomplish diversity not by committee or initiative, but through the true and committed practice of hiring the best people for the job and consistently rewarding excellence. The success of these policies is reflected in the fact that Lewis Brisbois has repeatedly received national recognition for its commitment to embracing diversity. Lewis Brisbois is committed to hiring and retaining a diverse group of talented lawyers and staff, and demonstrates that commitment through non-discriminatory hiring, retention and promotion policies. The diversity of the firm s client base is matched by the diversity of our attorneys. With offices from Los Angeles to New York, our attorneys reflect the communities in which they live. The firm s culture has fostered a diverse group of professionals committed to promoting the best interests of our clients, our communities and the legal profession. We are committed to supporting diversity through new and ongoing relationships with minority and women-owned businesses. For more about Lewis Brisbois, please visit us at.

11 Nationwide Locations ATLANTA 1180 Peachtree Street NE Suite 2900 Atlanta, Georgia T: F: DENVER The Brind Mansion 825 Logan Street Denver, Colorado T: F: LAS VEGAS 6385 South Rainbow Blvd. Suite 600 Las Vegas, Nevada T: F: ORANGE COUNTY 650 Town Center Drive Suite 1400 Costa Mesa, California T: F: SAN FRANCISCO 333 Bush Street Suite 1100 San Francisco, California T: F: BEAUMONT 550 Fannin Street Suite 800 Beaumont, Texas T: F: BOSTON 75 Arlington Street Suite 500 Boston, Massachusetts T: F: FORT LAUDERDALE 200 Las Olas Circle 200 S.W. First Avenue Suite 910 Fort Lauderdale, Florida T: F: HARTFORD 100 Pearl Street Suite 1438 Hartford, Connecticut Tel: Fax: LOS ANGELES 221 North Figueroa Street Suite 1200 Los Angeles, California T: F: MADISON COUNTY, IL Mark Twain Plaza II 103 W. Vandalia Street Suite 300 Edwardsville, Illinois T: F: PHOENIX Phoenix Plaza Tower II 2929 North Central Avenue Suite 1700 Phoenix, Arizona T: F: PROVIDENCE 10 Dorrance Street Suite 700 Providence, Rhode Island Tel: Fax: SEATTLE 2101 Fourth Avenue Suite 700, Seattle, Washington T: F: TAMPA 3812 Coconut Palm Drive Suite 200 Tampa, Florida T: F: CHARLESTON 209 Capital Street Third Floor Charleston, West Virginia T: F: HOUSTON 3355 West Alabama Suite 400 Houston, Texas T: F: NEWARK One Riverfront Plaza Suite 350 Newark, New Jersey T: F: SACRAMENTO 2850 Gateway Oaks Drive Suite 450 Sacramento, California T: F: TEMECULA One Ridgegate Drive Suite 245 Temecula, California T: F: CHICAGO 550 West Adams Street Suite 300 Chicago, Illinois T: F: LA QUINTA, CA Main Street Suite 203 La Quinta, California T: F: NEW ORLEANS 400 Poydras Street Suite 1320 New Orleans, Louisiana T: F: SAN BERNARDINO 650 East Hospitality Lane Suite 600 San Bernardino, California T: F: TUCSON One South Church Avenue Suite 2100 Tucson, Arizona T: F: DALLAS 901 Main Street Suite 4100 Dallas, Texas T: F: LAFAYETTE 100 E. Vermilion Street Suite 300 Lafayette, Louisiana T: F: NEW YORK 77 Water Street Suite 2100 New York, New York T: F: SAN DIEGO 701 B Street Suite 1900 San Diego, California T: F: WASHINGTON, D.C. 601 Pennsylvania Avenue, NW Suite 900, South Building Washington, D.C T: F:

12 CLIENT FOCUSED RESULTS DRIVEN