Emerging Issues Commentary October 2008 This article is the second in a series of articles written to address the developments within, and nuances of, green leasing. The previous article in this series, Green Leasing The Changing Environment of Leasing 1 explained many of the basic concepts of creating a lease for a green space and provided some background material on green building in general and on the two then-available sources for green leasing provisions or policies the Australian government s green lease schedule 2 and the U.S. General Services Administration s leasing requirements. 3 Since the publication of the first article, two new model leases have been released: the Building Owner and Managers Association (BOMA) International s Guide to Writing a Commercial Real Estate Lease, Including Green Lease Language (the BOMA Lease ) 4 and the Real Property Association of Canada s (REALpac) National Standard Green Office Lease for Single Building Projects - 1.01-2008 (the REALpac Lease ). 5 This article will compare the form and major green provisions of both of these leases. Both BOMA and REALpac created their respective green leases by updating existing form leases, and both organizations released the updated green leases in June 2008. While both leases have similar goals to green an existing form commercial lease and provide parameters for a landlord/tenant relationship within a green building the leases are different in a number of ways. This article describes the general form of each lease and then explores how the leases address traditional lease provisions and introduce new provisions all the while keeping an eye toward sustainability. The BOMA Lease. BOMA International reviewed BOMA s standard lease document, which was first published in 2005, to incorporate a landlord s sustainability goals. Anno- 1. Jenner & Block: Green Leasing The Changing Environment of Leasing, by Ronald B. Grais and Kristen M. Boike, 2008 Emerging Issues 310 (June 2008). 2. This green lease schedule must be attached to every new office building lease for at least 2,000 square meters (21,528 square feet) and for a duration of at least two years. For more information, visit http://www.environment.gov.au/settlements/ government (last visited Oct. 21, 2008). 3. When the U.S. General Services Administration is the only tenant of a building and leases over 10,000 rentable square feet, the building must be certified silver for LEED for new construction and the tenant s space must be certified for LEED commercial interiors. For more information, see Memorandum from Samuel J. Morris, III, Acting Assistant Commissioner for Office of Real Estate Acquisition to Assistant Regional Administrators, PBS Regional Realty Services Officers (Dec. 27, 2007), http://159.142.162.71/gsa/cm_attachments/gsa_document/rsl2007-12_r2-y08-l_0z5rdz-i34k-pr.pdf. 4. Available for purchase at http://shop.boma.org (follow Leasing hyperlink; then follow BOMA s Guide to Writing a Commercial Real Estate Lease, Including Green Lease Language ) (last visited Oct. 21, 2008). 5. Available free of charge at Real Property Association of Canada, http://www.realpac.ca (follow Standards hyperlink; then follow National Standard Green Office Lease for Single Building Projects ) (last visited Oct. 21, 2008). 1
tations throughout the BOMA Lease provide the reasoning behind many of the new or revised sections, as well as possible comments from a tenant in response to a number of the provisions. The BOMA Lease is flexible; alternate wording is available depending on whether the parties are drafting a net lease or gross lease, a retail lease or an office lease. Traditional lease provisions (many of which are discussed below) have been greened throughout BOMA s form lease, and many of the changes in the BOMA Lease were made to the Contractor Rules and Regulations, which have been revised to protect the sustainability features of the landlord s building and the tenant s space and are attached to the lease as Exhibit D. While the BOMA Lease was developed to be rating-system neutral to increase its applicability to many different buildings and users, many of the specific or technical provisions of the BOMA Lease were drafted based on LEED standards. In addition, many references throughout the BOMA Lease are to Landlord s sustainability practices, which are not defined or attached as an exhibit, thus giving the landlord the flexibility to create and redefine a sustainability plan. The REALpac Lease. REALpac revised its National Standard Office Lease for Single- Building Projects with the intention of it being a Canadian national standard in all provinces except Quebec. The REALpac Lease is a net lease for an office building with multiple tenants, although the principles within the REALpac Lease were designed to be transferable to retail and institutional leases. Like the BOMA Lease, this lease favors the landlord and anticipates that the landlord is driving and controlling the green objectives of the building. Most of the changes made to the body of the REALpac Lease simply incorporate the Environmental Management Plan or the Environmental Objectives, which are both attached as Schedule E to the lease, into standard lease provisions. Like the BOMA Lease s references to the Landlord s sustainability practices, the REALpac Lease s references to the Environmental Management Plan allow the landlord and tenant to negotiate or change the building-specific sustainability features at the beginning of or throughout the term of the lease. Drafters should be careful to include this type of flexibility in a green lease as many green leases will be long-term leases; a lease for a term of at least 10 years is a credit under the LEED for Commercial Interiors program because long-term leases have less of an effect on energy, materials and waste resulting from tenant build-outs and moving. Operating Expenses/Costs. A traditional net lease does not create a monetary incentive for the landlord or the tenant to reduce many resource-oriented operating costs. Since the landlord is passing through all operating expenses to the tenant, the landlord will not realize monetary value from the installation of energy saving capital items, and because a tenant is not paying for the investment in such capital items, it will likely have little or no say in what energy efficient and sustainable technologies are implemented in the building. A tenant could, however, implement some energy saving features or behaviors within its space without the landlord s involvement or approval, such as energy efficient light fixtures or light sensors, so long as such features comply with the building standards. Additionally, many newer leases allow a landlord to pass through capital im- 2
provement costs if such improvements lower utility bills or reduce greenhouse gases, and many older leases allow a landlord to pass through capital expenditures to the extent that it reduces operating expenses. 6 A landlord may, however, incur other costs associated with developing, owning or operating a green building, such as, certification or recertification fees associated with green building rating systems, or insurance costs for the insurance necessary to rebuild the building in accordance with sustainable principles or design. A landlord will want to ensure that it is able to pass these costs on to the tenants as well. The BOMA Lease includes insurance endorsements necessary to ensure the repair, replacement and recommissioning of the building pursuant to a particular rating system such as LEED, Green Globes or ENERGY STAR, or to meet energy and carbon reduction targets, as an operating expense, to be passed on to the tenants under a net lease. 7 The BOMA Lease also includes within this definition the costs of the annual amortization of maintaining, managing, reporting, commissioning, and recommissioning the building. 8 In addition to including the amortized costs of installing, modifying and upgrading energy and water conservation equipment and systems or alterations intended to reduce operating costs, utility consumption, or greenhouse gas emissions, the REALpac Lease includes in the definition of operating costs those amortized costs associated with developing, modifying and operating the building to achieve the objectives of the Environmental Management Plan. 9 Including the costs of achieving the objectives of the Environmental Management Plan in the definition of operating costs allows the landlord extreme flexibility in what costs may be passed on to the tenant. The objectives of the Environmental Management Plan are very broad: for example (1) to create a comfortable, productive and healthy indoor environment, (2) to reduce energy consumption, the use of potable water, waste, and high volatile organic compounds, and (3) to promote alternative transportation options. As a result of this broad language, the landlord under the REALpac Lease could pass through the costs of certification of a building, the commissioning or recommissioning of the building, or any other costs the landlord decides reasonably further the Environmental Management Plan. The REALpac Lease also allows the landlord to pass along to the tenants any carbon tax or auditing, accounting, legal or other professional and consulting fees and disbursements incurred in connection with, among other things, the Environmental Man- 6. See, e.g., REALpac, National Standard Green Office Lease for Single-Building Projects 1.01 2008, 6.5 (REALpac ed. 2008). 7. Steven A. Teitelbaum, Lease Guide: Guide to Writing a Commercial Real Estate Lease, Including Green Lease Language 4.2 (Jones Day ed. 2008) [hereinafter BOMA]. 8. Id. 9. REALpac 6.5. 3
agement Plan. 10 The BOMA Lease does not contemplate a carbon tax, but does allow some flexibility in the types of taxes that may be passed through to a tenant. 11 To best guarantee that any new carbon tax is able to be passed through to the tenants, a lease should specifically name such tax as an operating expense. Because of the long-term nature of many leases, and the rapidly evolving field of green building, landlords should incorporate flexibility into what can be considered an operating expense under a lease. Just as traditional operating expenses/costs provisions allow landlords to pass through many potential costs, regardless of whether the landlord is incurring costs on the first day of a lease term, landlords do not have to currently own a green building or have a sustainability plan in place in order to include the possible green operating expenses described above. A landlord can incorporate these items into a current form of lease to provide for flexibility if and when the landlord begins to green an existing building. While the landlord will want to keep the definition of operating costs very broad with respect to sustainability, a tenant may want to negotiate some limits on what operating expenses it is obligated to pay. A tenant should make sure that it is not paying the full cost, but rather the amortized cost, of installations of which it will not realize the full benefit, so that, if the landlord installs a new HVAC system to lower operating costs in the building, the tenant should pay a portion of the cost of the new HVAC system only for the number of years that it will receive a benefit from the new equipment. In addition, a tenant may want to limit its obligation to pay for additions or installations that actually reduce energy consumption, instead of those that intend to reduce energy consumption. In this way, a tenant can protect itself if the landlord chooses to try or install new technology that actually does not end up reducing energy consumption. A tenant could also insist that a landlord consult with an accredited professional or other qualified professional when making capital improvements to ensure that the improvements will interact with the building in the manner that they were intended, or a tenant could attempt to introduce a reasonableness standard to with respect to the landlord s decisions in effectuating any sustainability or environmental management plan. In addition, a tenant could negotiate audit rights in connection with all operating expenses. Insurance. As mentioned above, the BOMA Lease provides that the costs of insurance endorsements necessary to repair, replace and recommission a building for recertification pursuant to a green building rating system or to support achieving energy and carbon reduction credits be included in operating costs. 12 The landlord is not, however, re- 10. Id. 6.5(g), (j). 11. BOMA 4.2(d). 12. Id. 4.2. 4
quired to maintain such endorsements, although a tenant may want to include language that obligates the landlord to obtain the necessary insurance to rebuild the building, in the case of casualty, pursuant to a particular green building rating system or in compliance with particular sustainability goals. The landlord has, in fact, developed such standards that must be followed by any contractor completing work in the tenant s space. 13 Similarly, the REALpac Lease requires the tenant to maintain casualty insurance for its property and improvements within the leased space, but the tenant is not required to maintain insurance to cover the replacement, restoration or cost of the tenant s improvements and property in accordance with a green building certification or other sustainability plan. Moreover, while the REALpac Lease does not specifically state that the amount of insurance endorsements necessary to cover the cost of rebuilding pursuant to a rating system or other sustainability measure is payable by the tenants, it does obligate the tenants to pay the costs of all insurance required or permitted to be maintained by landlord. 14 The REALpac Lease states that the landlord may elect to maintain insurance on the building with coverage and in amounts as determined by the landlord. 15 Such a flexible provision allows the landlord the option to maintain the endorsements necessary to rebuild green and then pass such costs along to the tenant. Casualty. In most cases involving damage to or destruction of the building, the BOMA Lease obligates the landlord to repair or restore the building to the condition that existed prior to the damage or destruction and the REALpac Lease requires the landlord to rebuild the building to a similar standard as what existed before the destruction. The landlord and tenant, however, should consider if they want to rebuild the building pursuant to the then current green-building standards. The parties could agree that the building will be restored pursuant to a specific current green building rating, such as LEED, but in a long-term lease there is no guaranty that such certifications will be in use in the future or that standards will not have changed. As both the BOMA Lease and REALpac Lease are currently drafted, if an existing traditional (non-green) building is destroyed, the landlord may not be required to rebuild it as a green building because the landlord is obligated to rebuild to match, or use a similar standard to, the building that existed before the destruction. If the pre-destruction building was LEED certified or was an otherwise green building, the post-destruction rebuild should also meet this standard according to both the BOMA Lease and the REALpac Lease. What remedies should be available to the tenant, however, if the building is not rebuilt to such specifications or does not attain a particular green building certification? To a tenant, leasing space in a green building may be an 13. Id. Exhibit D. 14. REALpac 6.5(h). 15. Id. 11.4. 5
important part of its corporate sustainability plan, and as a company the tenant may have a policy of only leasing space in a building certified in a particular manner, for example as LEED silver. 16 The tenant may argue that it should be able to either terminate the lease or abate a portion of its rent if the rebuilt building does not meet certain sustainable standards or if the landlord does not intend to meet certain standards. In addition, a tenant under the BOMA Lease may want the landlord s contractor to follow the detailed Contractor Rules and Regulations set forth on Exhibit D, which are intended for tenant s contractors constructing tenant improvements. Sustainable Building Operations/Services and Utilities. Green leases, more so than traditional leases, impose restrictions on a tenant s behavior within the tenant s leased space, particularly with respect to maintenance, cleaning, material purchases, disposal of waste, and the use of electronics. The BOMA Lease includes a few provisions that specifically address acceptable tenant behavior in these respects, while the REALpac Lease primarily addresses these items in the Environmental Management Plan. The BOMA Lease states that: all of tenant s construction and maintenance methods and procedures, material purchases, and disposal of waste must be in compliance with minimum standards and specifications; 17 the tenant shall use proven energy and carbon reduction measures (including measures such as the use of lighting controls, closing shades on the south side of the building, and purchasing ENERGY STAR equipment and products certified by the US. EPA s Water Sense program 18 ); and the tenant shall comply with the landlord s sorting and recycling program (the cost of which is included as an operating expense). 19 The REALpac Lease includes specific guidance related to many of the environmental objectives within the Environmental Management Plan, including: 16. For more information on the various LEED certifications, visit http://www.usgbc.org (follow LEED hyperlink) (last visited Oct. 21, 2008). 17. BOMA 6.3(a). The BOMA Lease does not define the minimum standards and specifications, but the annotations describe this term as the prerequisites for a LEED certified building. A landlord and tenant could revise accordingly. 18. BOMA 6.3(b). For more information, visit http://www.epa.gov/watersense/. 19. BOMA 6.4. 6
creating a comfortable, healthy and productive indoor environment (including ensuring no or low VOC emissions, and purging tenant s air during a tenant move in); reducing indirect and direct energy consumption and greenhouse gas emissions (the tenant, at tenant s sole cost and expense, is to install electricity smart meters, and has the opportunity to switch to renewable energy); reducing water consumption (the tenant will install water meters in the leased space, and consents to the use of rainwater and non-potable water where possible); and reducing materials usage (the tenant can use recycled materials in the tenant s improvements and alterations in some circumstances, and recycled furniture, fixtures and equipment to the extent such items comply with the Environmental Management Plan). In addition, the REALpac Lease allows the landlord to do or perform other acts that the landlord considers reasonable for the proper and efficient maintenance, repair, operation, management and control of the building. 20 The REALpac Environmental Management Plan also incorporates parts of a Tenant Construction Manual and Tenant Procurement Guidelines, examples of which are not attached to the REALpac Lease. Therefore, the landlord must create such documents if it intends to use the language from the REALpac Lease. Both of the leases have introduced many restrictions on how the tenant may use its space. The leases differ, however, in how they enforce such provisions or how they approach a default of one of these provisions, as discussed later in this article. The leases also incorporate provisions detailing the services that the landlord must provide to the tenants, and in what capacity. In the BOMA Lease, for example, the landlord is permitted to change electricity providers at any time or to purchase green or renewable energy, even though it may be more expensive than nonrenewable energy, and the tenant would pay for this increase in cost. 21 The BOMA Lease also addresses janitorial and cleaning services provided within the building. Many green buildings are cleaned during the daylight hours instead of after business hours in order to reduce the amount of electricity used when relatively few people are in the office space. The BOMA Lease allows the landlord to provide janitorial services during the day. It also suggests that landlords that want to encourage janitorial service during the daylight hours could intro- 20. REALpac 8.2(e). 21. BOMA 15.1(a). 7
duce a two-tier system, wherein janitorial services cost more when performed after normal business hours. The REALpac Lease does not obligate the landlord to provide utilities or services in excess of the amounts set forth on the Environmental Management Plan, or as the landlord may determine to constitute normal use, from time to time. 22 In addition, the landlord is not responsible for the inadequate performance of the building services if the tenant is using more electricity or water than is set forth on the Environmental Management Plan or if the tenant is causing the indoor air quality to deteriorate as a result of tenant s introduction of materials within the leased space that are not acceptable under the Environmental Management Plan. 23 Maintenance and Repairs/Alterations. Once a building has obtained a green building certification or achieved other sustainable goals, future maintenance, repairs, or alterations shouldn t jeopardize the building s green features. As a result, the BOMA Lease requires that all tenant maintenance and repair, or alterations, comply with the landlord s sustainability plan as well as any third party rating system in use. 24 In addition, a tenant undertaking any tenant improvements or alterations must adhere to (and have the contractor adhere to) the Contractors Rules and Regulations, which have been significantly revised to protect and promote the sustainable features of the building, and must use a qualified third party environmental professional for the design and implementation of the alterations or improvements. The tenant also must attempt to obtain and maintain LEED for Commercial Interiors certification in connection with such work, although naming a specific certification in this instance will not allow the landlord or tenant flexibility if the standards for a certain certification change, or if the certification ceases to exist at all. A tenant might desire to request that the BOMA Lease be revised to require that the Landlord follow the same rules and procedures whenever conducting maintenance or completing improvements in, on or around the building and the other tenants follow the same sustainability rules, regulations and guidelines as the tenant. Under the REALpac Lease, the landlord explicitly agrees to manage, maintain, operate and repair the building in accordance with the Environmental Management Plan, 25 and the tenant agrees to complete all repairs, improvements and alterations in compliance with the Environmental Management Plan as well. 26 The lease also obligates the tenant to submit a statement as to how any alterations are consistent with the Environmental 22. REALpac 7.3. 23. Id. 7.1. 24. BOMA 9.1. 25. REALpac 8.1. 26. Id. 9.1. 8
Management Plan and the Tenant Construction Manual (a form of which is not attached to the REALpac Lease). Both leases also obligate the tenant to remove the tenant s improvements and fixtures at the end of the term in accordance with the landlord s sustainability plan or the Environmental Management Plan, as applicable. 27 The BOMA Lease also requires the tenant to report to the landlord how such removal was completed. 28 The landlord may have a difficult time enforcing the restrictions on the removal of tenant s items at the end of the lease term, unless the landlord is holding a security deposit. Rules and Regulations. Many of the items contained within the Rules and Regulations of a lease concern the day-to-day activities of the tenants in the building. Depending on the size of the tenant under a lease, many traditional leases allow for the landlord to change the rules and regulations without first obtaining the tenant s consent. Therefore, a landlord with existing leases in traditional buildings might start to green its leases and its buildings by changing some of the rules and regulations, such as the operation of a recycling program, types of cleaning products allowed to be used, and other behavioral guidelines. The BOMA Lease requires a tenant to comply with both the rules and regulations attached to the lease, and any other rules or regulations promulgated by the landlord throughout the term of the lease, so long as the new rules are not inconsistent with the terms of the lease. 29 Likewise, the REALpac Lease allows the landlord the right to make reasonable amendments, deletions or additions to the rules and regulations, provided they do not conflict with the terms of the lease. 30 Default. The BOMA Lease and the REALpac Lease treat the failure to fulfill a green lease obligation in different ways. The BOMA Lease uses general default language, which provides that a tenant s breach under the lease is a default, subject to certain tenant cure rights. This provision treats a breach of an environmental responsibility the same as any other breach under the BOMA Lease. The REALpac Lease provides, however, that so long as the landlord and tenant use their reasonable commercial efforts to achieve the environmental objectives and continue to consult with each other on the Environmental Management Plan, a breach by either party for failure to perform or observe any provision of the Environmental Management Plan shall not be a default under the REALpac Lease, but the landlord and tenant shall work with each other to remedy the breach. Neither lease provides for an alternative dispute resolution proce- 27. BOMA 10.4; REALpac 9.2. 28. BOMA 10.4. 29. Id. 17.1. 30. REALpac 10.4. 9
dure to settle breaches of the green lease provisions, which is another option for parties drafting a green lease. Other Provisions. Below are a handful of other provisions that may also be included in a green lease, and may be included in either or both of the BOMA Lease or the REALpac Lease, as identified below. Assignment and Subletting. Neither the BOMA Lease nor the REALpac Lease allows a tenant to assign its interest in its lease or sublease its space without obtaining landlord s consent, which consent may not be unreasonably withheld. 31 The BOMA Lease, however, further states that it is reasonable for the landlord to withhold consent if the proposed tenant would not comply with the building sustainability plan. 32 The REALpac Lease does not describe what is considered reasonable in terms of landlord s withheld consent. Permitted Use. Both the BOMA Lease and the REALpac Lease prohibit the tenant from using the leased premises in any way that would not conform with the landlord s sustainability plan, the building s third party certification, 33 for a use that places excessive demands on the premises or common areas, or in a manner inconsistent with the Environmental Management Plan. 34 Relocation. Both the BOMA Lease and the REALpac Lease allow the landlord to relocate the tenant within the same building to a space of similar square footage. The REALpac Lease states that the new premises will be of a quality and standard similar to the previous space. 35 The BOMA Lease takes this concept one step further and states that the new premises will meet or exceed the green certification rating and energy and carbon efficiency of the previous space. 36 A tenant should prefer the BOMA Lease language to ensure it is in a green space, even if the landlord relocates that tenant. 31. REALpac 12.1; BOMA 8.1. 32. BOMA 8.1. 33. Id. 6.1. 34. REALpac 10.1. 35. Id. 8.6. 36. BOMA 1.2. 10
Parking. A green lease could provide reserved bike parking spaces to tenants, in the same way that many traditional leases provided reserved automobile parking spaces to tenants, which would help encourage alternative transportation and commuting to the building. Reservation of Landlord Rights. Landlords that do not currently have a sustainability plan for their building could use this section to reserve the landlord s right to create a building sustainability plan to be followed by the tenants. Carbon Offset Credits. The REALpac Lease entitles the landlord to all carbon offset credits that may be created, credited or recoverable because of activities inside the building, or the tenant s leased premises, except for the credits available to the tenant under applicable law. 37 Signage. Landlords may want to regulate the type of signage that tenants are allowed to use or install in order to reduce energy usage and light pollution. Both the BOMA Lease 38 and the REALpac Lease 39 address such concepts. Continued Compliance and Cooperation. Green building standards are constantly changing. As more is known about how sustainable features operate in buildings, the landlord and the tenant may want to revise the expectations of the parties and the sustainability goals of a building. A lease could provide that the parties will work together to revisit and revise the sustainability provisions of a lease. The REALpac Lease includes a good example of this intention; pursuant to the Environmental Management Plan, the landlord and the tenant must meet a certain number of times a year to discuss such items. 40 Conclusion. Both leases discussed in this article are landlord-centric leases. Tenants should keep in mind that many of the provisions contained in the BOMA Lease and the REALpac Lease can be negotiated to transfer more control to the tenant or to ensure that the landlord is also subject to the new sustainability provisions. This article highlights some of the major changes in both the BOMA Lease and the REALpac Lease. While the content and form of these leases vary, the leases are similar 37. REALpac Exhibit E( 1.5). 38. BOMA 12.1. 39. REALpac 7.7. 40. Id. Exhibit E( 3.1). 11
in that they both provide to landlords, tenants, brokers, and attorneys a starting place from which to draft a green lease. No form lease will fit every building or every leasing situation. By understanding the concepts introduced in the BOMA Lease and the REALpac Lease, practitioners can draft leases that will promote and protect the existing or future sustainability features of the building. For the first green leasing article which provides an introduction to the challenges and nuances of creating a lease for space within a green building, see Jenner & Block: Green Leasing The Changing Environment of Leasing, 2008 Emerging Issues 310. For complete coverage of the green building revolution as well as legislative and regulatory efforts to guide its course, see Green Buildings and Sustainable Development (Pamphlet), 2008 Emerging Issues 282. About the Authors. Ronald B. Grais is a partner in Jenner & Block s Chicago office and a member of its Real Estate and Climate and Clean Technology Law Practices. Mr. Grais is AV Peer Review Rated, Martindale-Hubbell s highest peer recognition for ethical standards and legal ability. Mr. Grais has extensive experience in all areas of real estate law, particularly as it relates to the development process. He concentrates his practice on zoning, tax increment financing and commercial and retail leasing. Mr. Grais has zoning experience that includes mixed-use residential/office and retail planned developments, and regional shopping centers in metropolitan Chicago and throughout the country. Mr. Grais represents developers, landlords, tenants and occasionally community groups in his real estate law practice. He has served as Special Redevelopment Counsel, representing the Illinois cities of Des Plaines and St. Charles. In addition to his law practice, Mr. Grais has been an active real estate developer for more than 20 years and has been responsible for more than a dozen projects, including shopping centers, office buildings and multi-family residential projects. Mr. Grais has addressed legal and real-estate professionals on the subject of downtown redevelopment at national conferences, including the Urban Land Institute National Convention, the International Downtown Association National Conference, the Urban Mass Transit Agency National Symposium, and the International Council of Shopping Centers/HUD Conference on Centralized Retail Management. Mr. Grais is the recipient of the 2006 W.F. Faulkes Award by the National Rehabilitation Association Awards Committee which recognizes Mr. Grais' 12
contribution to the rehabilitation profession. Mr. Grais is also the recipient of the 2006 Citizen Community Rehabilitation Service Award, a Chicago and State of Illinois honor. Mr. Grais is a Director, Officer and committee member of Thresholds, the nation s foremost psychiatric rehabilitation agency, and serves as President of Thresholds Rehabilitation Industries. Mr. Grais is a Director of the Housing Opportunity Development Corporation, a member of the Economic Club of Chicago, and a member of the Lambda Alpha International Honorary Land Economics Society. He has served as a Commissioner and Vice Chairman for State of Illinois Guardianship and Advocacy Commission, and is a former Commissioner of the Winnetka Plan Commission. Mr. Grais received his undergraduate degree in 1965 from Cornell University and his J.D. degree in 1968 from the University of Chicago, where he served as Associate Editor of the University of Chicago Law Review. Mr. Grais is admitted to practice in Illinois and is a member of the U.S. District Court for the Northern District of Illinois. He is a member of the Chicago Bar Association and the Illinois State Bar Association. Kristen M. Boike is an associate in Jenner & Block s Chicago office. She is a member of the Firm's Real Estate, Real Estate Securities, and Climate and Clean Technology Law Practice Groups. Ms. Boike has experience with various types of real estate transactions including, private placement memorandums (PPMs), sales and acquisitions, bankruptcy related deals, financing, corporate stock or asset sales and commercial and retail leasing. In connection with these transactions, she has reviewed leases, surveys and underlying documents, and drafted purchase agreements, closing documents, leases, loan documents and PPMs. Ms. Boike also has experience with green and sustainable building issues. Ms. Boike graduated magna cum laude from Harvard College in 2001 with a degree in Psychology and Religion. She received her J.D. in 2006 from the University of Michigan Law School. During law school, she was an article editor for the University of Michigan Journal of Law Reform, a Research Director for the Voting Rights Initiative of the Election Law Project and participated in the Urban Communities Clinic. Ms. Boike currently serves on the board of directors of Chicago Adventure Therapy. 13
Ms. Boike is a member of the Illinois Bar and is admitted to practice before the United States District Court for the Northern District of Illinois. About Jenner & Block. Jenner & Block LLP is a national law firm with over 450 lawyers experienced in virtually every area of the law. Jenner & Block's reputation as one of the country's most successful law firms has been established by consistently delivering excellent legal counsel to clients in the boardroom and the courtroom, from the trial level through the United States Supreme Court. In keeping with the Firm's tradition of proactively addressing the needs of the global business community, Jenner & Block's Climate and Clean Technology Law Practice takes a unique, holistic and cross disciplinary approach to addressing its clients' needs in this rapidly evolving area of the law. Emerging Issues Commentaries are editorially created by legal experts, and are not intended to provide legal advice but to provide information on legal matters. This commentary is current as of October 2008. 14