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Commercial Real Estate

The attorneys of Arnall Golden Gregory LLP's Real Estate Practice Group are experienced in all aspects of commercial real estate transactions. In addition to a base of attorneys with traditional experience in real estate, the Real Estate Practice Group includes attorneys who possess extensive knowledge in such diverse areas as tax, litigation and environmental matters.

Range of Services
The Real Estate Practice Group's services include:

All documents relating to commercial real estate sales or acquisitions, including purchase and sale agreements on behalf of buyers and sellers
Construction and permanent loan documents on behalf of lenders or borrowers
"Non-traditional" financing mechanisms, including equity participation loans, commercial paper facilities, sale/leasebacks, debt securitization, bonds and development grants
Assisting developers of office, retail, hospitality, multi-family residential, and industrial properties with all aspects of development, including environmental issues, title and survey matters, and easement agreements
Assisting investors in office, retail, hospitality, multifamily residential, and industrial properties with all aspects of the investment, including coordination of due diligence, review of leases, and applicable financing or partnership documentation
Real estate investment trusts
Office and retail leases on behalf of landlords or tenants
Joint venture, general partnership, and limited partnership agreements
Limited liability company operating agreements
Management and development agreements for office, retail, hotel and athletic facility properties
Assisting overseas investors in connection with acquisitions or loans in the United States
Specialized documents applicable to hotels and resorts, including access agreements for golf courses and other amenities
Asset-based financing
State, federal and international tax planning for all types of real estate transactions
Workouts and other financial restructuring
Foreclosure and related actions on behalf of lenders
Representation of clients with respect to all types of real estate litigation, including breach of contract, fraud, lease disputes, brokerage disputes, and lender/borrower issues
Architect agreements and construction contracts
Asbestos, wetlands and other environmental issues
Land use and zoning matters
Syndication of real estate transactions
Coordination of ancillary accounting, financial, environmental consulting and other professional services

Hospitality Industry Focus Group
The attorneys of Arnall Golden Gregory LLP's Hospitality Industry Focus Group have a broad range of experience in both the business and legal aspects of the hotel industry, including hotel acquisitions, development, golf and resort development, operations, investment, mergers, franchising, licensing, intangible asset protection, food and beverage, finance and time share. Our depth and insight comes from hands on experience assisting and advising clients in reaching their objectives in most all aspects of the hospitality industry. We have a keen understanding of the industry and a business-oriented practice style that facilitates productive client-counsel relations. As a diligent group of conscientious professionals, we take seriously our role in expediting, facilitating and achieving successful business outcomes.

Our operating philosophy includes determining the services required, clear client communication, up front discussion of client business objectives and operating style as well as ascertaining the roles of the parties for each individual engagement. This approach is particularly well suited to servicing clients in the hospitality industry. We welcome the opportunity to discuss your legal and business objectives and would like to be an integral part of your hospitality team.

Range of Services
A brief summary of legal services in which the Hospitality Industry Focus Group has experience includes: (A) purchase, sale, management, franchise and related negotiations; (B) structuring joint ventures, investments and multi-faceted projects; (C) franchise agreements, trade name, trademark, systems and service mark protection; (D) traditional and nontraditional financing vehicles, including equity participation loans, mezzanine debt, commercial paper facilities, bonds and development grants; (E) complex fiduciary, franchise and management litigation; (F) development, structuring and planning projects; (G) construction and contractor-designer negotiations and documentation; (H) state, federal and international tax issues; (I) coordination and handling of due diligence; (J) public-private incentives, real estate tax abatement programs, grants and tax credits; (K) syndications, private and public offerings; (L) immigration, visas, deportations and all related immigration matters; (M) resort, restaurant, recreation, special events, parking access agreements, golf access, membership and related easement agreements for resort and recreational amenities; (N) chemical, biological, asbestos, wetlands, water conservation and other health and environmental issues; (O) employment, employer liability, benefits, ERISA and health law (including HIPPA); (P) land use and zoning matters; (Q) declarations, restrictions, covenants and, title and survey and diligence; and (R) document preparation as it relates to all of these areas.

Below we have listed representative hotel, resort and hospitality related transactions handled by the Hospitality Industry Focus Group.

REPRESENTATIVE TRANSACTIONS

Acquisitions:

Representation of investors in connection with the acquisition of a luxury hotel involving the negotiation of a complex purchase and sale agreement, loan documents, hotel management agreement and related closing documents. Organized and conducted due diligence, structured tax treatment of inbound foreign funds and obtained necessary licenses and permits, including liquor licenses.
Representation of the purchaser in connection with all aspects of the acquisition of a mixed-use trophy development, related negotiations and transaction structuring where major tenant was the hotel user/operator with a senior leasehold interest.
Representation of a hotel developer in the acquisition, entitlement and financing of a new hotel from land procurement through development, franchising and subsequent sale.
Representation of a hotel company in the acquisition of various hotel assets for its diversified portfolio and the restructuring of related assets.
Representation of the purchaser of a high rise hotel/office/condominium facility in the southeast and the negotiation of new hotel franchise, office and condominium management agreements and hotel licensing agreement.

Financing:

Representation of an investor in the acquisition of performing and non-performing real estate secured loan pools with the objective of taking title to a luxury hotel and other assets. Advised the client with respect to bankruptcy, securitization, litigation and all other issues related to realization upon the assets to be purchased.
Representation and consultation with lenders and asset managers in connection with restructuring, repositioning, foreclosing, redevelopment and disposition of hotel assets.
Representation of lenders in the making of loans for development of golf courses and surrounding residential communities.
Representation of a developer/investor in the negotiation, planning, structuring and documentation of an equity facility with an investment bank for the acquisition and development of several hotels and all subsequent development, franchise, management and operating matters.

Franchising:

Franchisor representation in connection with all aspects of state and federal franchise laws, including related regulatory compliance and the preparation of uniform franchising offering circulars (non-franchising clientele).
Trademark filings and service mark protection for franchisors and boutique assets including related filings and registrations.
Trademark and tradename infringement actions, cease and desist and other enforcement activities.

Resorts:

Representation of resort complex developer, including the negotiation of a golf course use and access agreement for a nationally renowned golfing facility and the ultimate sale of the assets to an international institutional investor.
Representation of owner/developer of golf courses and surrounding residential communities, including assistance in the obtainment of wetlands and other environmental permits and the negotiation of intergovernmental agreements for water and sewage treatment capacity.
Representation of a resort complex owner/developer, including the negotiation of golf course use and access agreements for a nationally renown golf facility, the formation of a joint venture with an international institutional investor and the ultimate sale of the resort assets to that investor.
Representation of an owner of a "Fazio" designed golf course and the formation of a joint venture for the development of a surrounding 1,600 unit residential community, including assistance in evaluating environmental issues related to that development and the analysis and ultimate structuring of an intergovernmental relationship for the development of a 1,000,000 gallon per day sewer treatment facility to serve the residential community and provide in excess of 250,000 gallons per day of spray effluent for the use of the golf course.
Representation of the owner of a 2,000 acre resort/residential community near Williamsburg, Virginia, including the sale of developed condominium units to an international hospitality company and the formation of complex golf and tennis use and access agreements to facilitate the sale of timeshares.

Management:

Representation of hotel management companies in the development of employee handbooks, recruitment, retention and intake policies and protocols, HIPPA education and policy establishment, ERISA, pension and benefits procedures and compliance. Representation of owner in risk management, employee and benefits issues for a hotel management company.
Representation of hospitality management companies in various litigation matters including disputes with hotel owners over alleged breaches of the management agreement.

Development:

Representation of the developer in a historic renovation and adaptive reuse in a joint venture with a historic tax credit investor.
Representation of merchant hotel developer in the negotiation of a fix cost development agreement, forward purchase agreement and related financing and development issues.
Representation of a major hotel chain in connection with land acquisition and ultimate development and financing of a suburban multi-use hotel development, including the negotiation of franchise, management and reciprocal easement agreements, density allocation agreements, common area cost allocations and the reservation of easements to assure proper highway visibility.

Investment:

Representation of the owner-investor in structuring a joint venture agreement, franchising, management and related arrangements as well as establishing performance standards, investor protections and a sound exit strategy in connection with the development of a luxury full-service hotel.
As a point of interest, most all of our transactional work involves debt and equity capital formation.

Governmental:

Representation of the master developer of a hotel anchored mixed-use urban infill densely zoned development project in connection with zoning, platting and requisite specified governmental handling.
Representation of landowner in obtaining rezoning for regional amphitheater for popular and symphonic musical entertainment.
Representation of various restaurants, hotels, bars and special events venues in connection with permitting, licensing (including liquor), and employment matters.

Dispute Resolution & Litigation:

Representation of several hotel franchisors and franchisees in litigation and/or mediation of claims involving alleged breaches of franchise agreements and violation of trademark rights.
Representation of an investor in a series of disputes with his general partners and their related hotel management company over issues involving hotel acquisition, development and management.
Representation of a limited partner who was an investor in a hotel limited partnership against the general partner and the partnership's bank involving claims for fraud and breach of fiduciary duty.
Representation of property owners in a lawsuit against a lessor who operated a hotel on the owner's property involving claims for breach of the lease based upon failure to properly account for and pay percentage rent.
Representation of limited partners in the successful removal of their general partner in a multi-hotel multi-state partnership venture based upon violations of the partnership agreement and general fiduciary and legal standards resulting in a multi-million dollar judgment in favor of the limited partners, new asset and operations management teams and the sale of the hotels by the limited partners.

If you have any Hospitality Industry questions contact Keith Linch.

News & Events
>	AGG sponsored the MBA's Commercial Real Estate Finance/ Multifamily Housing Convention & Expo 2003 in San Diego, CA on February 3.
>	Arnall Golden Gregory Names 5 New Partners: Jeffrey C. Adams, Henry R. Chalmers, Anthony L. Duncan, Anne F. Gerry, and J. Hayden Kepner Jr.
>	Scott Fisher gave two presentations at the ICSC Law Conference. He spoke on "E-Commerce Issues in Retail Leasing" on October 24th and "Fundamental Issues in Structuring Joint Ventures between Developers and Equity Investors" on October 25.
>	Abe Schear hosted a reception during the International Council of Shopping Centers (ICSC) in Boca Raton, Florida, October 24.

Publications
>	Georgia Transportation Bill In High Gear

Related Practice Areas
> > >	Environmental Institutional Lending Leasing

Attorneys In This Area
> > > > > > > > > > > >	Jeffrey C. Adams Byron P. Alterman Russell A. Arouh Paula A. Ball Jeffrey B. Berg Sherie Holmes Bush Deirdre T. Denechaud Alison M. Drummond Jonathan E. Eady David O. Eldridge - Of Counsel Scott A. Fisher Mark A. Gould, Jr.	> > > > > > > > > > >	Seth S. Katz Keith E. Linch George A. Mattingly David B. McAlister Steven A. Pepper Lisa M. Roberts Abe J. Schear - Practice Leader Scott M. Shuman Philip G. Skinner Ronald A. Weiner J. Grant Wilmer, Jr.