Canadian Shopping Centre Law Conference

Program Canadian Shopping Centre Law Conference Metro Toronto Convention Centre April 30 - May 1, 2018 #ICSCLaw

Canadian Shopping Centre Law Conference MONDAY, APRIL 30 Registration 7:30 am 6:00 pm Breakfast 8:00 8:30 am Welcome and Introduction 8:30 8:45 am Genevieve Wong ICSC 2018 Canadian Shopping Centre Law Conference Program Planning Committee Chair Director, Retail Legal Services Oxford Properties Group Melissa McBain ICSC 2018 Canadian Shopping Centre Law Conference Program Planning Committee Vice-Chair Roundtable Discussions 8:45 10:15 am Networking Break 10:15 10:45 am Concurrent Sessions 10:45 11:45 am A Today s Special: Specialty Leasing in the Current Retail Environment In today s fast-changing retail environment, there has been a significant shift towards incorporating popups, new food concepts, and other uses that focus on experiential real estate into new and existing retail developments. In this session, the panelists will discuss pop-up shops, food halls, service-oriented tenants, and other restaurant and entertainment tenants, including both the difficulties and points of contention that typically arise in negotiating leases with such tenants, as well as the benefits and opportunities presented with having such tenants in a development, including the emerging benefit of strategic brand partnerships. Karsten Lee WeirFoulds LLP Michael Horowitz Minden Gross LLP Jenna Morley Associate Tina Williams Business Development, ships & Advertising Toronto Pearson International Airport Mississauga, ON B The Healthy Lawyer: Raising the Bar on the Definition of Competence? To be a good lawyer, one has to be a healthy lawyer. Sadly, our profession is falling short when it comes to well-being. To maintain public confidence in the profession, to meet the need for innovation in how we deliver legal services, to increase access to justice, to maintain competence while practicing, and to reduce the level of toxicity that has allowed mental health and substance use disorders to fester among our colleagues, we need to address the issues openly, candidly and without fear of consequence. Our panelists will address the state of mental health in our profession and how those in our profession can help themselves, their colleagues and demystify what is a disease and not a weakness. We will address solutions, such as mindfulness, because there are steps towards a healthy career that will keep those duties to the profession and to clients satisfied. Yan A. Besner Osler, Hoskin & Harcourt LLP Montreal, QC Bree Buchanan, J.D. Director, Texas Lawyers Assistance Program State Bar of Texas Austin, TX 2

April 30 - May 1, 2018 Metro Toronto Hotel Convention City, State Centre Month Toronto, 00 00, ON 2016 #ICSCLaw #Hashtag Joseph L. Flanders, PhD, OPQ Assistant Professor (Professional), McGill University Founder & Director, MindSpace Montreal, QC Lunch Served 11:45 am 12:30 pm (No lunch service after 12:30 pm) Keynote Presentation 12:30 1:00 pm F&B in Retail Centres: A Revolution in the Property Industry As F&B is now being treated as an anchor, it is essential that developers consider non- traditional (or functional) formats to create a true point of difference, as a destination. This presentation will briefly cover the trends influencing F&B Master Planning and the challenges (legal and commercial) that developers now face while considering how to introduce these F&B trends across their developments. Sam Sethi Principal Insite Food Concurrent Education Workshops 1:00 2:00 pm A This Is Not a Drill: D&D From the Trenches Panelists reveal what really happens after the fire trucks leave and the water recedes. Laurie Sanderson Gowling WLG (Canada) LLP Ottawa, ON Zhen Lee Director of Operations, RBC Corporate Real Estate Royal Bank of Canada Nicole McGowan Senior Counsel, RBC Law Group Royal Bank of Canada Jeff Selby Miller Thomson LLP Calgary, AB Monty Warsh Aird & Berlis LLP B Leasing in the Franchise Triangle: Who s Who When Negotiating Leases Involving Franchisors, Franchisees and Landlords Negotiating and drafting a lease which involves a franchise concept comes with an added layer of complexity arising from the involvement of a third party, the unique relationship between franchisee and franchisor, and the multiple documents which govern their relationship (franchise agreement, lease, and possibly an assignment, sublease, license and consent [if required]). This workshop will offer guidance on: (a) ways to structure the relationship (who is the tenant? franchisee or franchisor?), together with the pros and cons of each structure; (b) fundamental lease terms in a franchise system (e.g., optional assignment or conditional assignment clause); and (c) how to protect the interests of the franchisor, franchisee and landlord when negotiating the lease aspects of their relationship, including franchisor addendums and riders. We will also look to the workshop attendees for recent war stories and problem-solving ideas. Christina Kobi Minden Gross LLP Richard Burgos Lavery, debilly Montreal, QC Sheldon Disenhouse Dentons Canada LLP Julie Robbins Director, Legal Services Morguard 3

Canadian Shopping Centre Law Conference C Life After Death: Coping With the Aftermath of a Co-Tenancy Failure Sunita Mahant Senior Director, Legal Affairs, Operations Ivanhoé Cambridge Inc. Michael J. Kuehn Senior Counsel Petsmart Phoenix, AZ Doris Maida VP & Senior Counsel SmartCentres Vaughan, ON Susan Rosen Gowling WLG (Canada) LLP D The Art of Negotiation: More Than You Bargained For Lease negotiations come with their share of challenges: ambiguous offer terms, intransigent positions, different local practices and experiences, unreasonable party expectations, uncooperative counsel, difficult clients and often tight timelines. From broad strokes to fine points, join our experts for a conversation on the art of negotiation. Learn to identify opportunities, avoid common pitfalls and develop strategies for getting to agreement with your reputation intact. Ian Sutherland Stewart McKelvey Halifax, NS Kenneth Beallor Torkin Manes LLP Janet Derbawka McMillan LLP Vancouver, BC Stephen Messinger Minden Gross LLP E Bankruptcy & Insolvency 101 Workshop: Available Now for 10 Cents on the Dollar! In uncertain times, tenants (and even landlords) may struggle and, the fact is, financial struggles can affect all entities, both big and small! But what steps do you take when these situations arise? The goal of this session is not to focus just on the epic stories but rather the fundamental concepts and procedures that you need to understand in order to navigate these rough waters. Our experienced insolvency professionals will draw on their years in the trenches by shedding light on the terminology, procedures, rights, remedies and outcomes in connection with bankruptcy and insolvency matters, with a few war stories shared along the way! From understanding the critical terms (such as bankrupt, insolvent and receivership ), the different types of proceedings that may be commenced, timelines and stay periods, rights and remedies, to the steps you are permitted to take (and perhaps should take), this workshop will provide you with the practical knowledge you need to have a solid grasp on bankruptcy and insolvency. Melissa McBain Linda Galessiere McLean & Kerr LLP Douglas McIntosh Managing Director Alvarez & Marsal Canada ULC Tracy Sandler, Insolvency & Restructuring Osler, Hoskin & Harcourt LLP Networking Break 2:00 2:10 pm 4

April 30 - May 1, 2018 Metro Toronto Hotel Convention City, State Centre Month Toronto, 00 00, ON 2016 #ICSCLaw #Hashtag Plenary Session 2:10 3:20 pm Insurance: From Start to Finish This plenary session will cover a broad range of topics related to insurance and risk management, including a refresher on the basics as well as more in-depth discussions of issues that arise when negotiating leases and throughout their life. Mary Ormond Legal Counsel Build Toronto Inc. 1 Insurance 101: A Refresher (or Intro) What are the key issues landlords and tenants should consider when negotiating the insurance provisions in a lease? What do all those complicated insurance terms mean? Deborah Watkins 2 Everything You Need to Know About Insurance Certificates What are insurance certificates for? What do they mean? What should you be looking for when reviewing a certificate? Kristopher Ceelen Risk Manager PepsiCo Foods Canada Mississauga, ON 4 Damage & Destruction in the Age of Climate Change and Major Weather Events What do we need to be thinking about in terms of damage and destruction provisions in light of the significant weather events that have occurred across the country in recent years? How are these provisions dealt with in the aftermath of these events? Neil Davie Norton Rose Fulbright Canada LLP Vancouver, BC 5 Unique Insurance Considerations in Leasing for Specialty Uses Are there specific things to keep in mind for specialty use leases such as restaurants or medical uses? What should we be thinking about when negotiating a lease for a marijuana dispensary? David Thompson Weir Foulds LLP Networking Break 3:20 3:30 pm Roundtable Discussions 3:30 4:30 pm Member-Hosted Reception 4:30 6:00 pm 3 Are You Released? Are You Indemnified? How do releases and indemnities fit together? How do they tie in to the insurance provisions? What are some possible ways to allocate risk using releases and indemnities? Jory Grad Owens Wright LLP 5

Canadian Shopping Centre Law Conference TUESDAY, MAY 1 Registration 7:30 am 1:00 pm Breakfast 7:45 8:15 am Roundtable Discussions 8:15 9:45 am Networking Break 9:45 10:15 am Concurrent Sessions 10:15 11:15 am A Navigating the Weeds of Cannabis Retail in Canada The panel will discuss how to navigate through the cloud of smoke and the highs and lows of the legalization of cannabis and the effect it will have on retail real estate. We will discuss the impact this use may have on the retail centre both operationally and in terms of merchandise mix. In addition, we will cover how to frame the use clause to ensure compliance with laws and other matters to take into consideration when making a cannabis dispensary a tenant at a retail centre. Antonella Talarico National Director, Legal & Lease Administration Crombie REIT Mississauga, ON Signe Leisk Cassels Brock & Blackwell LLP Toronto, Ontario B How Did We Get Here? How Tenant Financing Affects the Survival of Tenants and the Balance Sheet of the Landlord We ve seen it more and more in the news these days: retail tenants so highly leveraged that their debt affects the viability of their business. Our panel of experienced professionals will discuss the modern world of tenant financing and how the complexities of tenant financing affect both the tenant s operations and the landlord s operations. How do the debt numbers get so high? What is actually being financed? What documents does a lender really need in the context of tenant financing, and which of them should a landlord really sign? Can a landlord control where the money actually goes? Where is the money going? Are the funds being spent on website or digital enterprise as opposed to the bricksand-mortar stores? Angela Mockford Lawyer Mockford Law St. Catharines, ON Joseph Grignano Blake, Cassels & Graydon LLP Deanne MacLeod Stewart McKelvey Halifax, NS Cory Sherman Lawyer Sherman Brown Networking Break 11:15 11:30 am Matt Maurer Associate Minden Gross LLP James Petrie Executive Vice-President and Chief Operating Officer Plaza Retail REIT Fredericton, NB 6

April 30 - May 1, 2018 Metro Toronto Hotel Convention City, State Centre Month Toronto, 00 00, ON 2016 #ICSCLaw #Hashtag Legal Update 11:30 am 12:45 pm Jeanne Banka Steven Chaimberg Miller Thomson LLP Montreal, QC Randy Shapiro Parlee McLaws LLP Calgary, AB Closing Remarks 12:45 1:00 pm Genevieve Wong ICSC 2018 Canadian Shopping Centre Law Conference Program Planning Committee Chair Director, Retail Legal Services Oxford Properties Group Melissa McBain ICSC 2018 Canadian Shopping Centre Law Conference Program Planning Committee Vice-Chair Conference Adjourns 1:00 pm Networking Lunch 1:00 2:00 pm Program information current as of January 29, 2018. The ICSC 2018 Canadian Shopping Centre Law Conference will seek continuing education credit pre-approval for the Provinces of Ontario, Quebec and British Columbia. For Alberta lawyers, consider including this course as a CPD learning activity in your mandatory annual Continuing Professional Plan as required by the Law Society of Alberta. For Nova Scotia lawyers, consider including this course in your annual CPD Plan as required by the Nova Scotia Barristers Society. Visit www.icsc.org/2018clc for more information and updates on our progress. 7

Canadian Shopping Centre Law Conference PROGRAM PLANNING COMMITTEE Genevieve Wong, ICSC 2018 Canadian Shopping Centre Law Conference Program Planning Committee Chair, Oxford Properties Group Melissa McBain, ICSC 2018 Canadian Shopping Centre Law Conference Program Planning Committee Vice-Chair, Yan A. Besner, Osler, Hoskin & Harcourt LLP Christina Kobi, Minden Gross LLP Karsten Lee, WeirFoulds LLP Sunita Mahant, Ivanhoé Cambridge Inc. Angela Mockford, Mockford Law Mary Ormond, Build Toronto Inc. Laurie Sanderson, Gowling WLG (Canada) LLP Randy Shapiro, Parlee McLaws LLP Ian Sutherland, Stewart McKelvey Antonella Talarico, Crombie REIT 8

Canadian Shopping Centre Law Conference REGISTRATION FORM How to Register Fax: +1 732 694 1800 Online: www.icsc.org/2018clc Mail: International Council of Shopping Centers 1221 Avenue of the Americas New York, NY 10020-1099 Registration Fees Advance HST 13% Total Member* $384.96 $50.04 $435.00 Non-Member $561.95 $73.05 $635.00 Student** $50.00 $6.50 $56.50 On-Site HST 13% Total Member* $473.45 $61.55 $535.00 Non-Member $694.69 $90.31 $785.00 *Must be an ICSC member or affiliate member call +1 646 728 3800 or visit www.icsc.org/membership to join. **Advance registration required on-site student registration is not available. Deadlines Advance registrations must be received by April 20, 2018. Metro Toronto Convention Centre April 30 - May 1, 2018 #ICSCLaw Hotel Reservations A block of rooms has been reserved at: Delta Toronto 75 Lower Simcoe St. M5J 3A6 Rate: $249 Cut-off date: April 5, 2018 To make a reservation, visit www.icsc.org/2018clc. For assistance, call +1 888 427 2885 ext. 2. Continuing Education Credit ICSC-Certified professionals earn 1.0 credit (A3) towards certification renewal. Cancellations All cancellations will be subject to a $25 cancellation fee. No refunds will be given for cancellations received after April 20, 2018. All requests for refunds must be received by ICSC in writing. Special Needs Anyone desiring an auxiliary aid for this meeting should notify Kiran Balladin at + 1 416 486 4511 no later than April 2, 2018. Terms, Conditions and Rules This Registration Form is subject to ICSC Terms, Conditions and Rules for Event Registrants available at www.icsc.org/event-terms-andconditions, which are hereby incorporated by reference. Please Check One: Member Non-Member Student Member Name Title Company Address City State/Province Zip/Postal Code Telephone Fax Email Your Membership I.D. # (2018CLC) REQUIRED FOR NON-U.S. APPLICANTS: Date of Birth Country of Citizenship Please check here if any of the above information has recently changed. Method of Payment (No cash accepted in advance or on-site.) Check made payable to ICSC enclosed for $ MasterCard Visa AMEX Discover $ Name (as it appears on credit card) Signature Credit Card Number (include all digits) Expiration Date (month/year) 10

Canadian Shopping Centre Law Conference Metro Toronto Convention Centre April 30 - May 1, 2018 #ICSCLaw SPONSORSHIP FORM Your Sponsorship of $1,000 Includes: Company logo on sponsor sign and PowerPoint slide display Logo at the Member-Hosted Reception Recognition in the Directory* Logo Recognition on the attendee gift Logo Recognition on the ICSC conference website: www.icsc.org/2018clc Sponsor ribbons that can be worn with your badge throughout the conference *Pending production deadline dates. Return Completed Form and Payment to 2018 Canadian Shopping Centre Law Conference 1221 Avenue of the Americas New York, NY 10020-1099 ICSC and Sponsorship Contact Kiran Balladin Tel: +1 416 486 4511 Email: kballadin@icsc.org Deadline Sponsorship must be received by February 1, 2018 to be recognized at the conference and on the attendee gift. Reminders Payment by credit card or check made payable to ICSC. Payment must accompany the Sponsorship Form. Your company logo (.jpeg and.eps format) to kballadin@icsc.org. Terms, Conditions and Rules This sponsorship application is subject to the Terms and Conditions for ICSC Sponsorship Opportunities available at www.icsc.org/eventterms-and-conditions, which are hereby incorporated by reference. Name Title Company Address City State/Province Zip/Postal Code Telephone Fax Email Your Membership I.D. # (2018CLC-S) REQUIRED FOR NON-U.S. APPLICANTS: Date of Birth Country of Citizenship Please check here if any of the above information has recently changed. Method of Payment Check made payable to ICSC enclosed for $ MasterCard Visa AMEX Discover $ Name (as it appears on credit card) Signature Credit Card Number (include all digits) Expiration Date (month/year) 11