Counsel for Developers

Most projects start with the question of how to control the site without overpaying for it or losing it to a holdout. We structure assemblages with the tools that solve the sequencing problem: option agreements rather than firm purchase contracts during early due diligence, cross-conditioned closings that obligate every seller to close on the same day, holdout-contingent walkaway rights, and assignment clauses that let the developer take title in the right vehicle for tax credit and financing purposes.

We coordinate title and survey early so the assemblage description isn't built out of inconsistent legal descriptions accumulated across decades of platting.

The entitlement process determines what can actually be built and what it costs in time and concessions. Pre-application meetings with city staff, PUD or development plan applications, site plan review, historic preservation review where applicable, neighborhood and stakeholder engagement, and the plat amendments and vacations that reconfigure the site into the parcels the project needs. We work through this process with planners, civil engineers, and architects.

We draft the legal instruments (development agreements, covenants, easements, plat documents) that come out of it.

Most development projects in Central Iowa today use a layered capital stack: Tax Increment Financing under Iowa Code §403, federal and Iowa state historic tax credits, low-income housing tax credits, brownfield and grayfield credits, urban revitalization tax exemptions, conventional construction and permanent debt, and developer or sponsor equity.

Each source has its own structuring rules, ordering conventions, and entity requirements, and the structure that makes one source work can break another. We work the integration through deal modeling, partnership formation, and closing, alongside the accountants and tax counsel doing the financial structuring.

Construction is where development risk concentrates. We negotiate AIA and proprietary owner-contractor agreements; coordinate construction documents with construction loan documents; manage mechanic's lien risk through the Mechanic's Notice and Lien Registry; and handle the right-of-way, party wall, and adjacent property protection agreements that infill construction requires.

Through lease-up and stabilization, we draft the operating documents, leases, REAs, association documents, mixed-use cost-sharing arrangements, that allow the project to operate the way the deal contemplated.