Real Estate Developers

Industry Team

Major commercial and housing developers count on our attorneys’ vast knowledge of financing and public incentives as well as our comprehensive approach to plan development to complete some of the most recognized projects in New York state. Additionally, our firm’s professional consultants can assist with solving challenging community relations issues to help keep large real estate projects moving forward to their successful completion.

Harris Beach attorneys have extensive experience representing a wide range of developers on real property matters ranging from acquisition, financing and development through environmental, land use/zoning, leasing and dispositions.

Our services include:

PROJECT REPRESENTATION

Acquisitions and Dispositions

Harris Beach has been involved with many of the major real estate development projects that have occurred throughout the state. We represent developers in all aspects of property acquisitions and dispositions for the development of strip malls, commercial office parks, commercial industrial parks, lakeside commerce parks, waterfront housing projects, multi-housing developments, continuous care retirement communities and other types of projects. Further, we assist our clients in accessing economic development incentives from governmental and local agencies.

We routinely prepare, review and negotiate options to purchase easements, conservation easements, utility easements and municipal easements. Our attorneys work with governmental agencies and authorities in connection with the negotiation and execution of conservation easements, and have negotiated environmental easements for numerous Brownfield projects throughout New York state.

Reciprocal Easements and Other Agreements

Harris Beach is experienced in helping clients resolve numerous zoning and regulatory issues that often arise in the course of land use applications. This includes supporting real estate developers by negotiating and obtaining reciprocal easement agreements, all types of municipal agreements, developer agreements with municipalities for the site and access to sewer and water, highway access and occupancy, construction and permanent financing, and property dispositions.

Environmental Due Diligence and Remediation

Our environmental attorneys have decades of experience interpreting applicable regulations under local, state and federal law as it relates to environmental reviews, zoning issues and land use matters, including wastewater treatment and discharge. We counsel clients on conducting required environmental reviews (as a prerequisite to zoning and other land use decisions) including compliance with the New York State Environmental Quality Review Act (SEQRA) and the federal counterpart, the National Environmental Policy Act. We also negotiate and structure risk transfer transactions. Our representation includes preparing environmental review documentation, preparing for and, when appropriate, attending public hearings and preparing findings and determinations for our clients. We have assisted clients on environmental reviews for a wide range of development initiatives including solid and hazardous waste facilities, ethanol and wind farm projects, power plants, regional transportation facilities and commercial developments including office, recreational and convention center facilities.

Permitting, Zoning/Land Use Planning

Harris Beach has represented developers in transactions involving architectural and construction negotiation with local governments to secure all necessary approvals, including zoning, subdivision and SEQRA environmental approvals. We have also challenged adverse land use determinations through Article 78 proceedings. Many of these projects have been enhanced through the use of federal, state and local economic development incentives.

Financing and Refinancing

Harris Beach attorneys structure and negotiate financial transactions including securities offerings, venture capital, mezzanine financing, bond financings and conventional institutional financings including construction loan financing transactions. Our attorneys have extensive refinancing experience in restructuring equity investments in, or debt on, distressed properties. We handle transactions that include “equity kickers,” arrangements that allow for shared appreciation or equity conversion for financial restructuring and workouts.

Structuring Ownership/Equity Arrangements and Other Investment Vehicle Structures

We offer legal counsel in the formation of syndications and partnerships, as well as construction and permanent financing, tax-exempt and taxable bond financing options, sale and leaseback transactions, synthetic leases and securitized or structured finance, such as REITs, REMICs and commercial mortgage-backed securities. Our attorneys have represented a variety of developers, including a major national commercial and retail property developer, in securitized or structured finance transactions which require handling rated single asset mortgage loans, complex trust and servicing agreements, and private REITs.

Securities Law

Harris Beach has significant experience with securities transactions. We represent issuers, placement agents, underwriters and investors in private placements, public offerings and real estate syndications in transactions involving equity, debt and asset-backed securities.

Corporate Law and Tax Planning

Recognizing that most of the major developers are privately-held businesses, Harris Beach typically acts as general counsel, providing a full range of legal services to meet all of the developer’s corporate and business law requirements. These services include contractual matters, proprietary rights, antitrust matters, general business transactions, financial planning matters, mergers and acquisitions, divestitures and refinancings, as well as other issues related to the effective and efficient operation of these entities. We also recognize that tax planning goes beyond routine compliance and preparation of returns, and provide advice and guidance on the tax implications associated with operations and transactions.

Contract Development and Review

As solid, well-crafted agreements are the foundation for successful projects, we pay close attention to important contractual provisions to protect our clients’ interests, including scope of work, time of performance, basic duties, warranties, change orders and extras, hold harmless and indemnification clauses, payment terms, retainage and project closeout. Our attorneys are also familiar with the various triggering events implicated under the default and termination provisions of construction contracts.

Construction and Surety, and Bid Process

Over the past 15 years, Harris Beach has been involved in billions of dollars of public and private construction projects. Owners, contractors, design professionals and sureties have come to rely upon our firm for practical and effective representation aimed at minimizing the impact of construction project disputes. We protect our clients’ interests beginning with the bidding and contracting phases, through financing, zoning, permitting and contract administration to help keep their projects moving forward to their successful completion.

Condominium and Homeowner Association Formation

Harris Beach attorneys have experience forming homeowner associations for single family, patio home and townhome associations and preparing and filing condominium offering plans for residential, commercial and mixed-used developments as well as CPS-7 applications (requesting exemption from filing requirements for subdivisions having de minimus common elements). Our attorneys also have experience preparing declarations of covenants, restrictions, and by-laws for commercial, residential and mixed use projects.

ECONOMIC DEVELOPMENT INCENTIVES

Harris Beach is a leading New York state law firm in economic development with a strong reputation for leveraging the full range of fiscal incentives and structuring opportunities. We have enhanced many of our clients’ projects through the use of federal, state and local economic development incentives including the Excelsior Program, (NYS) Rehabilitation Tax Credit, Federal Historic Rehabilitation Tax Credit, New Markets Tax Credit Program, NYSERDA and Power Authority economic development programs, other Empire State Development programs and the following which may be of particular interest:

Brownfield Redevelopment

Harris Beach has extensive experience forming brownfield redevelopment joint ventures and assisting owners of brownfield properties to package their holdings for bulk sale to institutional investors. Our attorneys also help buyers obtain the necessary liability releases available through state brownfield programs. We provide counsel on the program requirements, help secure funding sources, work with consultants on appropriate remedial measures and structure the sale or acquisition transactions for maximum program benefits, such as the brownfield redevelopment tax credits for those that have been issued a certificate of completion, tax credit for remediated brownfields, which can eliminate some or all of the brownfield site’s real property taxes and environ-mental remediation insurance credit.

Low Income Housing

Our experience representing developers in transactions involving the low income-housing credits allowed by Section 42 of the Internal Revenue Code of 1986 covers virtually all aspects of credit transactions. One aspect of these transactions is representing developers and builders who build or renovate apartments qualifying for the credits.

Tax Incentives

Harris Beach attorneys provide a full range of services to facilitate identifying, securing and managing economic development incentive programs for our clients. This includes working closely with Industrial Development Agencies (IDAs) and Local Development Corporations (LDCs) who provide financial assistance to private entities through tax incentives in order to promote the economic welfare of a municipality. Our attorneys have authored “The Harris Beach Economic Development Handbook” which contains information on the full array of federal, state and local incentives available to our clients.

LITIGATION

Contract Enforcement

Harris Beach attorneys handle all types of contract disputes from simple breach of contract to complex litigation involving multiple layers of relationships and extensively detailed agreements. Our attorneys have a reputation for ardent and effective prosecution and defense of indemnification claims, mechanic’s liens and bond claims for a large cross-section of public and private sector clients. We also handle a broad spectrum of surety matters, including default terminations, construction claims, contract bond defaults, bad faith claims, and performance and payment bond disputes. Harris Beach attorneys have extensive experience negotiating completion agreements, takeover agreements and other construction/surety matters.

Condemnation and Evictions

Harris Beach represents private companies, municipalities and authorities in condemnation proceedings under New York’s Eminent Domain Procedure Laws. We often represent the condemning authority against any challenges of the determinations and findings and assist in all aspects of any litigation where claimants seek additional compensation and/or offers and negotiations in acquiring the property. We also represent landlords in tenant evictions.

Construction Disputes

When warranted, we have also litigated numerous matters for our clients arising from disputes with architects, engineers, construction managers and general contractors. With regard to architects and engineers, this includes liability for poor design, faulty testing, inaccurate cost estimates, lack of supervision and inspection, lack of scheduling and coordination, inappropriate certifying of progress payments and other disputes. For general contractors and/or construction managers, this similarly includes liability for faulty construction, inaccurate, failures of cost estimates, supervision and inspection, lack of proper scheduling and defective coordination, and certification of progress payments.

Bankruptcy Support

Harris Beach represents clients in all forms of bankruptcy matters. Our attorneys represent clients seeking to purchase assets through or outside of the bankruptcy process. We assist landlords in filing notices of claims, and in sales of specific credits or entire portfolios of troubled assets and tenant bankruptcies. We also work with bankruptcy trustees in connection with reaffirming leases. Firm attorneys also defend our clients against preference and fraudulent conveyance claims brought against them in bankruptcy and state courts. Additionally, we assist our clients in the purchase of distressed projects out of bankruptcy.

Real Property Disputes

Harris Beach attorneys represent clients in land title disputes, foreclosure actions, deed-in-lieu transactions, tax assessment proceedings, condemnation actions, zoning appeals, landlord and tenant disputes, and disposition of mechanic’s liens.

ONGOING OPERATIONAL REPRESENTATION

Collections

Collections is a key component of our Financial Restructuring, Bankruptcy and Creditor Rights’ practice, and our knowledge of bankruptcy gives us an edge in negotiations and allows us to better advise our clients regarding their rights as creditors. Harris Beach provides comprehensive collection of secured and unsecured debt, as well as legal and collateral recovery services, to financial institutions, government agencies, and businesses with retail and commercial accounts. Our unsecured debt collection experience includes retail installment contracts, all matters of bank debt, promissory notes, lines of credit, overdrafts, defaulted collections, defaulted leases and insurance premiums. We help clients reduce delinquency, minimize losses, increase recovery and improve their cash flow.

Compliance

Recent federal and state landmark legislation and increased scrutiny in the areas of ethics, compliance, lobbying and procurement have caused even the most diligent organizations and executives to continually re-evaluate and update their procurement protocols, contractor vetting processes, risk assessment and management systems, and internal investigation capabilities. Our highly credentialed team’s strong prosecutorial and ethics backgrounds, including a former Executive Director of the New York State Ethics Commission, have made Harris Beach the firm of choice that organizations of all sizes call upon to handle their high-risk, high-visibility federal and state investigation and compliance matters.

Labor and Employment

Harris Beach attorneys can assist developers with all aspects of their labor and employment issues which might arise with contractors, construction companies, unions, and property and building management firms. Examples include, but are not limited to, counseling on all matters concerning project labor agreements, prevailing wage issues, Department of Labor investigations, 1-9 audits, discrimination claims, strikes, boycotts, picketing and labor disturbances and attendant disruptions at the work site, issues arising from construction accidents, OSHA issues and hearings and union issues related to building operations and maintenance.

Leasing

Harris Beach represents developers in structuring and negotiating a variety of lease transactions, including ground leases, turnkey leases, build-to-suit leases, tenant improvement allowance leases, subleases, office leases, warehouse and industrial leases, manufacturing facility leases and retail leases, as well as signage rights and traffic impacts.

Non-Legal Professional Services through our Subsidiaries

Harris Beach recognizes that client solutions often involve more than just legal needs. Consequently, we offer a unique, comprehensive approach to meeting our clients’ pressing non-legal challenges through our affiliated consulting subsidiaries, HB Cornerstone LLC and HB Solutions LLC. These subsidiaries serve organizations in the public and private sectors and across numerous industries.

HB Cornerstone is a full-service owner representation consulting firm that helps organizations with real property development and management. The professionals in this group have a depth of experience in owner representation, planning and design, facilities consulting and move management, which provides a complete solution for clients seeking to build, expand or move. HB Cornerstone takes full responsibility for all project communications, coordination, scheduling, budgets and overall management. By exclusively representing the owner, they are not restricted or conflicted by other construction roles, tasks or responsibilities. This helps to ensure that the clients’ best interests and the best interests of their projects are represented.

HB Solutions helps developers manage the multi-dimensional aspects of major economic development initiatives, such as mall developments and expansions. HB Solutions’ professional consultants have a proven track record of solving challenging community relations issues to help keep large real estate projects moving forward to their successful completion.

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