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Thought M'App Legal: Development {Development Leasing} {Development…

- - - - Payment retentions
        {Warranties}
        {Documents}
        {Consents}
        
        Documents
        [Health and safety file]
        [EPC/LEED/BREEAM
        [As-built drawings]
        
        Warranties
        [Contractor]
        [Consultants]
        [Sub-contractors]
        
        Consents
        [Planning conditions/obligations]
        [Building regulations]
      - Payment triggers
        [Fund's Completion Date]
        [Practical completion]
        [Defects liability]
        [Deal or fund specific other dates]
        [Warranties]
        [Other key documents]
        [Other events]
      - Payment estimates
        [Payment triggers]
        [Payment process]
    - - Quality protection
        {Type of protection}
        {From whom}
        
        Type of protection
        {Protection from the Developer}
        {Other protections}
        
        Other protections
        {Documents}
        {Practical}
        
        Practical
        [Lead in to works completion]
        {Inspection and monitoring}
        {Works completion}
        {Latent defects insurance}
        [Daylight hours]
        
        Latent defects insurance
        [Comfort that insurer has checked what it needed to check]
        [But you will still need to prove a claim]
        
        Works completion
        {Process for works completion}
        {Process for the lead into works completion}
        {Who signs off completion}
        
        Process for works completion
        [Advance notice]
        [Right to comment/object]
        [Consequences of comment objection]
        
        Process for the lead into works completion
        [Advance notice]
        [Pre-completion inspection]
        [Right to comment/object]
        [Consequences of comment/objection]
        
        Who signs off completion
        [Developer sign-off]
        [Counterparty sign-off]
        {Project Professional sign-off }
        [Disputes]
        
        1 more item...
        
        Inspection and monitoring
        {Meetings}
        {Inspections}
        
        Inspections
        {On site}
        [Off site]
        
        1 more item...
        
        Meetings
        {Frequency}
        {Process}
        
        2 more items...
        
        Documents
        {Professional team}
        {Statutory certification}
        {At works completion}
        {Types of document/warranties etc.}
        
        Types of document/warranties etc.
        [Warranties]
        [Third party rights]
        [Reliance letters for reports]
        [Product guarantees/warranties]
        [Latent defects insurance]
        
        At works completion
        [Draft certificates]
        [Draft health and safety file]
        [Draft reports]
        [Draft confirmations]
        
        Statutory certification
        {Health and Safety file}
        [EPC]
        [BREEAM]
        [Building regulations]
        [Planning sign off]
        
        Health and Safety file
        [Draft health and safety file]
        [Complete health and safety file]
        [When are they delivered?]
        
        Professional team
        {Consultants}
        {Sub-consultants/sub-contractors}
        [Contractor(s)]
        
        Consultants
        {Typical main consultants}
        {Typical other consultants}
        
        2 more items...
        
        From whom
        {(Key) contractor(s)}
        {(Key) consultants}
        
        (Key) consultants
        [Whoever certifies delays and compensation]
        [Whoever certifies costs valuations]
        
        (Key) contractor(s)
        [Whoever is/are the main contractor(s)]
        [Whoever is/are the main designer(s)]
    - - Pre-agreed costs
        [Developer to promote fee]
        [Developer promote costs]
        [Costs prior to signing]
        [Costs prior to unconditionality]
      - Who says it is ok?
        [Third party]
        [Developer]
        [Fund's surveyor]
      - How much
        {Not more than}
        {Not less than}
        [Ad hoc]
        
        Not less than
        
        Not more than
        [Maximum account]
        [Minimum account]
      - How often
        {Not more than}
        {Not less than}
        [Ad hoc]
        
        Not less than
        
        Not more than
        [Weekly]
        [Monthly]
        [Other]
    - - Development income
        {Site income}
        {Rent}
        [Capital sums]
        [Miscellaneous]
        
        Rent
        [When due]
        [When received]
        [Paid on direct to Developer]
        {Reduce interest charge}
        [Credit to development account]
        [Paid direct to Fund]
        
        Reduce interest charge
        [Immediately]
        [In aggregate]
        {Just for the quarter received}
        
        Just for the quarter received
        [Excess to Fund]
        [Excess to development account]
        [Excess to Developer]
        
        Site income
        [Hoardings]
        [Other commercialisation]
      - Development period
        [When does it start]
        [When does it end]
      - Pre-agreed costs
        [Developer promote fee]
        [Developer promote costs]
        [Costs prior to signing]
        [Costs prior to unconditionality]
      - How much
        {No limit on costs}
        {Proper costs}
        {Reasonable and proper costs}
        {Reasonable costs}
        
        Reasonable costs
        
        Reasonable and proper costs
        
        Proper costs
        
        No limit on costs
      - How incurred
        {No limit on what can be incurred}
        {Properly incurred}
        {Reasonably and properly incurred}
        {Reasonably incurred}
        
        Reasonably incurred
        
        Reasonably and properly incurred
        
        Properly incurred
        
        No limit on what can be incurred
        [Does the maximum commitment affect this?]
      - Fund's costs
        {Site acquisition}
        {Exclusions}
        {Interest/fee}
        {Purchase costs}
        [In-house costs]
        
        Purchase costs
        [Agent's fees]
        [Legal fees]
        [Other]
        
        Interest/fee
        [Charge for interest on costs]
        [Charge for the finance drawdown/allocation]
        
        Exclusions
        [Legals]
        [Breaches]
        [Agent's fees]
        [In-house]
        [Specifics]
        
        Site acquisition
        [Land price]
        [Survey type fees]
        [Land registration fees]
        [SDLT/taxes]
      - Developer's Costs
        {General}
        {Specific}
        {Exclusions}
        {Accounting process}
        
        Accounting process
        [No double counting]
        [Receipts]
        {The development account/ledger}
        
        The development account/ledger
        [What type of account]
        [Who maintains]
        [Joint hosted platform]
        
        Exclusions
        [Legals]
        [Breaches]
        [Agent's fees]
        [In-house]
        [Specifics]
        
        Specific
        {Works costs}
        {Works fees}
        {Works consent}
        [Marketing and letting]
        
        Works consents
        [Statutory regulators]
        [Utilities]
        
        Works fees
        [Professional team]
        [Bonds]
        [Site fees]
        
        Works costs
        [Building contract/s]
        [Retentions]
        [Insurance]
        {Site preparation}
        {Site management}
        {Third party costs}
        
        Third party costs
        [ROL]
        [Party wall]
        [Easements]
        [Covenants]
        [Defending claims]
        [Enforcing rights]
        
        Site management
        [Hoardings]
        [Rates]
        [Security]
        [Maintenance (lighting/heating)]
        [Third party claims]
        
        Site preparation
        [Demolition]
        [Levelling and clearance]
        [Decontamination]
        
        General
        [All work's costs]
        [Anything else]
- - - - Site infrastructure
        {Roads}
        {Utilities}
        
        Utilities
        {Foul drainage}
        {Water/clean drainage}
        {Power}
        {Telecoms}
        
        Power
        [Agreement to supply in place]
        [Construction power supply in place]
        [Power supply for completed development actually in place]
        
        Water/clean drainage
        
        Foul drainage
        [Agreement to construct (adopted)]
        [Agreement to construct (unadopted)]
        [Agreement or practical completion]
        
        Telecoms
        
        Roads
        [Agreement to construct (adopted) road]
        [Agreement to construct (unadopted road]
        [Completion of the road]
      - Site issues
        {Site survey}
        {Vacant possession}
        {Site infrastructure}
        [Site acquisition]
        [Demolition]
        
        Vacant possession
        {Process}
        {Substance}
        [Definition of vacant possession]
        
        Substance
        [Owner/occupiers on site]
        [Visible rights and restruction]
        [Owner/occupiers not on site]
        [Non-visible rights and restruction]
        
        Process
        [Who obtains it]
        [Physically clear]
        [Who pays for it]
        {Not physically clear so right to remove}
        
        Not physically clear so right to remove
        [New land eviction arrangements]
        [Break clauses or removal rights in existing leases or easements]
        
        Site survey
        {Process}
        [Substance]
        
        Process
        [Who obtains for it]
        {What type}
        [Who pays for it]
        
        What type
        [Buildings]
        [Ground condition]
        [Access]
        [Other]
      - Planning consent
        {Planning application}
        {Timing}
        {Challenges/appeals}
        {Involvement in the application process}
        {Pre-agreed issues}
        {Satisfactory or not}
        
        Satisfactory or not
        {Process to decide if consent is satisfactory}
        {Challenge (if consent is not satisfactory}
        {Disputes}
        
        Disputes
        [Expert to decide]
        [Or someone else?]
        
        Challenge (if consent is not satisfactory
        [How long to challenge]
        [Decision to fight]
        [Costs]
        [Consequences for the agreement e.g. all time periods in agreement suspend]
        
        Process to decide if consent is satisfactory
        {Does the resolution trigger the process or the actual granted consent}
        [Developer tells Tenant]
        [Tenants confirms or not]
        [Developer sends copy permission]
        [Deemed consent?]
        
        Does the resolution trigger the process or the actual granted consent
        [Two stages: resolution and then the grant]
        [Or just grant or consent]
        [Planning agreements]
        
        Pre-agreed issues
        {Pre-agreed onerous conditions (paywall?)}
        {Other pre-agreed issues}
        [Anything else (reasonably) "unsatisfactory"]
        
        Other pre-agreed issues
        [Existing consent]
        {Other known issues}
        
        Other known issues
        [Known "problems"
        [Known solutions]
        
        Pre-agreed onerous conditions (paywall?)
        [Landlord's onerous condition]
        [Tenant's onerous condition]
        [Neutral onerous condition]
        
        Involvement in the application process
        [Tenant agrees to assist applicant]
        [Tenant agrees not to object]
        [Joint application]
        {Developer application}
        
        Developer application
        [Notify key events e.g. meetings]
        [Notify the decision]
        {Developer to supply information}
        [Strength of obligation]
        
        Developer to supply information
        [Materially]
        [Everything]
        [Correspondence]
        [Nothing]
        
        Challenges/appeals
        [Non-determination]
        [Call-in]
        {Appeal}
        [Judicial review]
        
        Appeal
        {Developer right}
        {Tenant right}
        {Dispute resolution}
        
        Dispute resolution
        [Chances of success]
        [Other deciding factors]
        [Who decides chances of success?]
        
        Tenant right
        
        Developer right
        [Unilateral]
        [Linked to other factors]
        [Cost]
        
        Timing
        [Extendable targets]
        [Non-extendable longstops]
        {Milestones}
        
        Milestones
        [To agree planning application]
        [To submit planning application]
        [To have pre-app meeting]
        [To get a resolution to grant]
        [To get a decision]
        [To agree together it is satisfactory]
        [to fight for a challenge]
        [To allow an appeal]
        [Other]
        
        Planning application
        {Pre-agreed form}
        {Can it be subsequently amended}
        
        Can it be subsequently amended
        ["set in stone" so no changes]
        [Same principles govern amendments as in "to be agreed" section?]
        
        Pre-agreed form
        [Attach it to the agreement]
        {To be agreed}
        
        To be agreed
        [No control/involvement for tenant]
        {Tenant to agree acting reasonably}
        {Work up with tenant's involvement and consent}
        
        Work up with tenant's involvement and consent
        [Worked up with consent/comments from Tenant as work up evolves]
        [Worked up by the Developer. Informed by the Tenant. One-off consent at the end]
        [Somewhere between the two]
        
        Tenant to agree acting reasonably
        [Disputes]
    - - Developer's covenant: Release
        {When is it released}
        {Pre-conditions to release}
        
        Pre-conditions to release
        {No claims}
        [Delivery of protection documents]
        
        No claims
        [Allegations]
        [Proceedings]
        [Details]
        [Pre-action letter]
        
        When is it released
        [Practical completion]
        [Defects certificate]
        [Time period after that]
        [If building contract is released - value add for HL lawyers]
      - Developer's covenant: What it covers
        {Building obligations}
        [Delivery/speed]
        {Comply with documents/processes}
        {Managing the team}
        {Design}
        
        Design
        [Fitness for purposes]
        [Reasonable skill and care standard for a competent designer]
        
        Managing the team
        {Building contractor appointment}
        {Consultants appointment}
        {Sub-contractor consultant}
        
        Sub-contractor consultant
        [Procure the building contractor appoints on Agreed Form]
        [Procure consultant appoints on Agreed Form]
        
        Consultants appointment
        
        Building contractor appointment
        [Appoint on the Agreed Form]
        [Procure the quality protection document]
        [Endeavours for them not to use [not specify] Prohibited Materials]
        
        Comply with documents/processes
        {Plans/specifications]
        [Building contract/consultant appointments]
        [Statutory consents]
        [British Construction Standards/codes of practice]
        {Deleterous materials}
        {Title consents}
        
        Title consents
        [Rights of light]
        [Party wall]
        [Other title agreements]
        
        Deleterous materials
        [BCO]
        [Codes of practice]
        [Building research establishment]
        
        Building obligations
        [In a good and workmanlike manner]
        [Good quality materials]
        [Reasonable skill and care]
      - Developer's covenant: Type of covenant
        {No/low strength}
        {Endeavours/plus}
        
        Endeavours/plus
        [Reasonable endeavours]
        [All reasonable]
        [Best endeavours]
        [Absolute]
        [Competent developer]
        
        No/low strength
        [Nothing]
        [Good faith]
        [Assistance]
        [Cost]
    - - Neutral issues/tax etc.
        {Tax}
        [Grant funding]
        
        Tax
        {VAT}
        [SDLT]
        [Corporation]
        [CGT]
        [Allowances]
        
        VAT
        [Opted to tax]
        [Not opted to tax]
        [Disapplication]
      - Landlord requirements
        {Bank guarantee}
        {Letter of credit}
        {Guarantor}
        {Rent deposit}
        {Tenant covenant status}
        [Other]
        
        Tenant covenant status
        {At the start}
        {On assignment to subsequent tenant}
        
        On assignment to subsequent tenant
        [Same tests?]
        [Ratings (or "equivalence") test]
        
        At the start
        [Net asset value paywall?]
        {Net profits paywall?}
        
        Net profits paywall?
        [GAAP]
        [EBITDA]
        [EBITDA+]
        
        Rent deposit
        [Tenant money]
        [Landlord money]
        [Interest]
        [Rent "+" other sums]
        Release date]
        [VAT]
        
        Guarantor
        [Same tests as tenant?]
        [Additional tests e.g. jurisdiction etc.]
        
        Letter of credit
        
        Bank guarantee
        [Which bank]
        [Relevance of underlying facility]
        [Renewal fee (annual)?]
        [(Incremental) release]
      - Tenant requirements
        {Rent}
        {Other non-financial contributions}
        {Other financial contributions}
        
        Other financial contributions
        {Works contribution (paywall)}
        {Pure financial incentives (paywall)}
        
        Pure financial incentives (paywall)
        [Payments]
        [Rent foregone elsewhere]
        [Other]
        
        Works contribution (paywall)
        [CAT A payment]
        [Floor boxes]
        [Carpets/coverings]
        [Other]
        
        Other non-financial contributions
        [Developer to take existing/other space]
        [Deliver something additional]
        [Other]
        
        Rent
        {Rent review}
        {Lease end}
        {Rent level}
        {Rent free}
        
        Rent free
        {Triggers}
        {Commute into payment}
        [Length]
        
        Commute into payment
        [Now]
        [Later]
        
        Triggers
        {Space for delivery}
        {Quality protection packages (warranties etc.)}
        {Other quality requirements}
        [Other "external" events]
        
        Other quality requirements
        [Paywall]
        
        Quality protection packages (warranties etc.)
        [Quality protection or paywall]
        
        Space delivery
        [Access]
        [Practical Completion]
        [Other]
        
        Rent level
        [Starting rent level]
        [Phased during term]
        [Phased to building/estate occupancy]
        {Phased to other amenities becoming available}
        
        Phased to other amenities becoming available
        [Paywall]
        
        Lease end
        [Or go to Lease?]
        
        Rent review
        [Paywall]
        [Or go to Lease?]
        {Market}
        {Rent review pattern}
        {Pre-agreed}
        
        Pre-agreed
        [Caps]
        [Collars]
        [Indexed]
        [Fixed]
        
        Rent review pattern
        {Traditional}
        {Non-traditional}
        
        Non-traditional
        [Dispose together]
        [Rating]
        [Review together]
        [Alterations and connectivity]
        
        Traditional
        
        Market
        {Traditional}
        {Building or deal specifics}
        
        Building or deal specifics
        [Pre-agreed (rent review) specifications]
        [Comparables]
        [Individual floors/special tenant]
        [Other]
        
        Traditional
        [See Lease rent reviews]
    - - Parties
        {Landlord/Developer}
        {Tenant}
        [Funder]
        {Others}
        
        Others
        [Planning authority]
        [Public sector involvement]
        [Known third parties]
        [Other]
        
        Tenant
        
        Landlord/Developer
        {Covenant status}
        {Changes}
        
        Changes
        {Disposing/dealing with the agreement}
        [Corporate change of control]
        
        Disposing/dealing with the agreement
        {Intragroup}
        {Outside the group}
        {Types of disposal/dealing}
        
        Outside the group
        [Prohibited]
        [Prohibited until after PC]
        [Allowed with reasonable consent]
        [Equivalence test]
        [Named tenant to take up the lease]
        
        Types of disposal/dealing
        [Assign]
        [Declare a trust]
        [Mortgage/charge]
        [Sell]
        [Grant a lease]
        [Part with]
        
        Intragroup
        [With consent]
        [Without consent]
        [Equivalence test]
        [Other test]
        
        Covenant/status
        [Guarantor]
        [Other security - see Landlord requirements 167]
      - Lease structure
        {Floor by floor}
        [One Lease]
        
        Floor by floor
      - Freehold/leasehold
        [Freehold]
        [Leasehold]
        
        Leasehold
        [Revenue instead of capital]
        {Right to stay}
        [Less control]
        [Accounting]
        {Future flexibility}
        [Cashflows (for Lease Term)]
        
        Future flexibility
        [Assign]
        [Share occupation]
        [Underlet]
        [Break clauses or paywall]
        
        Right to stay
        {Contractual right to renew the Lease}
        {Right to buy/pre-empt landlord sales}
        [Statutory renewal]
        
        Right to buy/pre-empt landlord sales
        
        Contractual right to renew the Lease
        [Paywall]
        
        Freehold
        {What funding options does the business have?}
        {Control}
        {Future flexibility}
        [Accounting issues]
        [Particular business drivers e.g. "spare cash"]
        
        Future flexibility
        [Allows for a later sale]
        [Allows for a later sale and leaseback]
        
        Control
        [Over your Landlord]
        [Over your space]
        
        What funding options does the business have?
        [Equity]
        [VAT]
        [Debt]
        [SDLT]
        [Grants]
        [Other]
      - Process for agreeing terms
        {Privately negotiated deal}
        [Structured tender process]
        {Are there any conditions to you contracting}
        
        Are there any conditions to you contracting
        [Board decision]
        [Others]
        
        Privately negotiated deal
        [Go straight to legals. Skip formal heads of terms]
        {Formal request for proposal (RFP)}
        {Straight to heads of terms}
        
        Straight to heads of terms
        [Sign detailed heads and start legal]
        [Negotiate most of detailed heads and go to legal]
        [Negotiate legal documents at same time as heads]
        
        Formal request for proposal (RFP)
        [Marked up RFP]
        [Heads of terms]
        [Number of stages]
        [Competition (for scoring transparency etc.]
      - Purely individual preferences
        [Location]
        [All or part of the building/campus]
        [Floor by floor]
        [On an estate]
        [Good accessibility/transport hub]
        [Who do you want your "neighbours" to be?]
      - What type of space
        [How much do you need/want]
        [Should you go freehold or leasehold]
        [All or just part of a building]
    - - Before Unconditionality
        {Termination}
        [Specific performance/injunctive relief]
        {Other rights}
        
        Termination
        [Triggers]
        [Advance notice]
        [Disputes]
        [Consequences]
        
        Other rights
        [Losses]
        [Pre-agreed sum]
      - After Unconditionality
        {Termination}
        [Specific performance/injunctive relief]
        [Other rights
        
        Termination
        [Triggers]
        [Advance notice]
        [Disputes]
        [Consequences]