Development

Our comprehensive land development practice includes helping clients locate and acquire viable development or redevelopment sites, identify and address relevant land use and zoning issues, and obtain entitlements. It continues through the completion of development projects. We advise clients on a wide variety of issues including land use and zoning, permitting, public lands acquisitions, leases and easements, local government approvals, utility agreements and easements, lobbying, litigation, and appeals. Our clients include large-scale private commercial, residential, and industrial developers, along with governmental bodies facing litigation challenges.

We offer clients a team that includes lawyers and land planners, creating an efficient service model that reduces costs and streamlines the resolution of issues with state and local regulators. Our land use work includes comprehensive plan amendments, rezonings, code changes, special exception approvals, and variances. We have decades of experience with developments of regional impact (DRIs), community development districts (CDDs), and other special districts. We negotiate sector plans, impact fee credits, developer’s agreements related to concurrency, and ad valorem tax challenges, and provide large-scale due diligence reviews and analysis for major lenders, developers, and corporate decision-makers.

In addition to obtaining approvals, we handle all facets of litigation related to land use and governmental approvals. For example, our team handles numerous 42 U.S.C. § 1983 deprivation of civil rights litigation matters involving Florida land use, representing both private citizens and governments in multimillion-dollar actions.

Carlton Fields attorneys have significant experience in the structuring, planning, and drafting of documents to create and operate multilayered, vertical and horizontal mixed-used developments. This experience includes structuring private-public partnerships, vertical subdivisions to allow separate ownership of parcels of either land or air space for divergent uses. Similarly, the sophisticated nature of mixed-use development requires the ability to allow creative financing mechanisms, including municipal tax-exempt and taxable financing for the integration of individual parcels into the mixed-use project.

Our mixed-use development experience ranges from 500-acre residential, retail, and regional mall developments with research development and medical facilities to multiple urban tower mixed-used structures including such diverse uses as performing art centers, urban mass transit, luxury retail, entertainment centers, five-star hotels, offices, and residential condominiums. Several of these developments include master associations and shared facilities agreements used by multiple developers. We have participated in the land use planning, financing, creation of governance documentation, and resolution of operational issues in multiple mixed-use developments.

Carlton Fields represents hotel brands, owners, developers, lenders, and managers. We handle all aspects of the purchase, sale, development, and both brand- and third-party management of hotels. Our services for hospitality industry clients include the following:

Purchases and Sales of Hotel Properties 
We represent hotel and hospitality clients in the negotiation, documentation, and consummation of acquisitions and dispositions. We handle transactions of nearly every size and scope for clients that include major resorts, hotel companies, investors, and owners. We collaborate closely with our firm’s real estate practice, which provides planning, permitting, and development counsel.

Hotel Financing 
We help hotel owners and developers finance and refinance a wide range of projects. Our representation builds on our extensive experience as counsel to numerous institutional and private lenders and investors. This work includes:

• Secured and unsecured financings
• Mezzanine financings
• Equity investments
• Construction loans
• Permanent loans
• Conduit loans
• Sale leasebacks
• Ground leases
• Equipment lease
• Contingent interest loans

Hotel Development 
We structure, negotiate, and document complex real estate and resort developments. We represent developers, foreign and domestic sources of capital, architects, contractors, brokers, marketers, managers, and governmental authorities from the concept phase of a project, through the financing, construction, marketing, sales, and management phases.

Hotel Management and Operations 
We advise hospitality industry clients on the full-range of management and operational issues they face daily. Our work includes negotiating and modifying management agreements with both the major brands and third-party management companies; representing owners in franchise agreement negotiations with the brand; and negotiating leases, concession agreements, and service, construction, and renovation contracts.

Hotel Franchise Agreements 
We advise hotel owners and developers in the negotiation of franchise agreements with all the major hotel brands, including advising on issues related to special termination options, guaranty caps, areas of protection, transfer rights, PIP negotiations, fee ramps and discounts, reserve fund contributions, “key money,” and scope of brand approval of renovation plans.

Carlton Fields works closely with clients to structure, negotiate, and document commercial retail developments and shopping centers. At every step, from a project’s concept phase to its financing, construction, leasing and management phases, we work closely with developers, foreign and domestic sources of capital, architects, contractors, brokers, and governmental authorities to see a project to completion.

We advise and consult on the following:

• Structure retail projects and their various components. 
• Analyze legal title to underlying lands and determine rights to be granted. 
• Determine necessary easements, use rights, and public dedications as required for development (includes platting and subdivision issue representation). 
• Represent clients before federal, state, and local governmental agencies on issues regarding drafting documents needed to meet applicable governmental and regulatory requirements. 
• Consult with clients and client experts on legal entity structuring, tax planning and avoidance, surveying, platting, and association. 
• Represent clients regarding budgeting and leasing issues.
• Prepare restrictive covenants governing the use of commercial retail developments.
• Negotiate with potential tenants and prepare leases for in-line leases and ground leases.
• Represent clients in financing transactions to permit development and any receivables financing related to purchase money financing.
• Negotiate with contractors and prepare appropriate construction contracts.

Carlton Fields provides in-depth understanding of all aspects of office property and industrial property acquisition, development, leasing, ownership, operation, financing, and disposition. Members of our cross-disciplinary and multigeographical industry group provide legal representation for office and industrial property clients full cycle and at all levels — from development or acquisition of an industrial facility, to obtaining required governmental and regulatory approvals, to financing (or refinancing) the cost of improvements, to construction of facilities, to management and leasing of space, and to the disposition of property.

Carlton Fields works closely with clients to structure, negotiate, and document complex master-planned communities and real estate and resort developments. These projects include master-planned and mixed-use communities; condominiums; subdivisions; timeshares, vacation clubs, and fractionals; country clubs and golf courses; hotel and resort developments and destinations; and amenities and club components. At every step, from a project’s concept phase to its financing, construction, marketing, sales, and management phases, we work closely with developers, foreign and domestic sources of capital, architects, contractors, brokers, marketers, managers, and governmental authorities to see a project to completion.

We offer extensive working knowledge of the governmental requirements involved with creating master-planned communities. These include state condominium, subdivision, and timeshare statutes; as well as statutes dealing with nonprofit corporations. Our focus also covers the numerous federal laws and regulations that impact sales and marketing, such as the Interstate Land Sales Full Disclosure Act, the Real Estate Settlement Procedures Act, the Truth in Lending Act, and various consumer protection statutes. In addition, we address environmental concerns affecting land use control, zoning, subdivision ordinances, and noise abatement regulations. We advise and consult on the following: 

• Structure projects and their various components.
• Analyze legal title to underlying lands and determine rights to be granted.
• Determine and create necessary easements, use rights, and public dedications as required for development (includes platting and subdivision issue representation).
• Represent clients before federal, state, and local governmental agencies on issues regarding documentation needed to meet applicable governmental and regulatory requirements.
• Consult with clients and client experts on legal entity structuring, tax planning and avoidance, surveying, platting, and association.
• Represent clients regarding budgeting and sales and marketing issues pertaining to the project. 
• Represent clients before state and federal regulatory bodies to obtain approval of the documentation required to offer interests for sale to third parties (including representation involving the CFPB and securities matters with the Securities and Exchange Commission).
• Negotiate and prepare management and affiliation agreements regarding hotels; hotel condominiums; and timesharing, vacation club, and fractional ownership regimes.
• Represent clients regarding financing transactions to permit development and any receivables financing related to purchase money financing.
• Negotiate with contractors and prepare appropriate construction contracts.
• Train clients’ employees and contracted sales and marketing professionals regarding offering a project for sale to individual third parties.
• Train clients’ employees and contracted third parties on the management and operation of owners associations.
• Represent developers seeking to purchase distressed entities or assets through workout, foreclosure process, or bankruptcy proceedings.
• Advise on state and federal regulatory compliance, including the Interstate Land Sales Full Disclosure Act.
• Represent numerous lenders and bulk purchasers on distressed condominium and community assets, advising on structuring, liability protection, and regulatory compliance (including structuring and compliance with Florida’s Distressed Condominium Relief Act).

Carlton Fields attorneys have extensive experience working on the full life cycle of any senior housing and assisted living facility development, including site acquisition, development, land use, regulatory advice, tax planning, leasing, ownership, operation, financing, and disposition. Members of our cross-disciplinary and multigeographical industry group are extremely active in this sector, understand the business of senior housing and assisted living facilities, and have successfully guided clients to bring all forms of senior housing and assisted living projects to life, from conception to completion to exit strategies.

Carlton Fields works closely with clients to structure, negotiate, and document a wide variety of specialty development projects. These projects include data centers; public-private partnerships (P3s); transit-oriented development projects, including transportation facilities; marinas and boating clubs; golf courses; athletic stadiums and entertainment venues; convention centers; communications, energy, and utility facilities; medical facilities, including hospitals and medical offices; brownfield redevelopment; and hospitals and other health care facilities.