Diepenbrock Harrison provides client counseling and transactional expertise in every phase of business.  These include the formation and operation of a business, as well as the acquisition, financing, development and ownership of real property. The principal practice areas of our real estate and business practice are as follows:

Business Counseling and Representation

We have supported some of the most complex and significant transactions in the region.  We are regularly involved in the design, growth and development of both small businesses and major regional business systems. As the region's economy has developed and changed in recent decades, we have handled a broad array of transactions (start-ups, sales, leases, mergers, financing transactions and affiliations) that involve businesses in the region.  In particular, we have experience in the structuring and operating needs of both new and existing business organizations, particularly those where a thorough knowledge of the regulatory environment is required

Business Organizations

As a part of our business and real estate services, our attorneys assist and counsel clients in forming organizations that will acquire operate service and manufacturing companies in the region.  We also form business entities for clients that intend to acquire title to, or interests in, real property that will be developed. These business services include, among other things, the negotiation and preparation of partnership agreements and co-ownership agreements, and the formation and operation of nonprofit organizations, for-profit corporations and limited liability companies. Diepenbrock Harrison provides client counseling and transactional expertise in every phase of real property acquisition, financing, development and ownership. The principal practice areas of our real estate practice are as follows:

Construction Contracts and Design Professional Service Agreements

We represent owners, contractors, and design professionals in the negotiation, documentation, amendment and enforcement of construction contracts, and agreements between owners and architects, including general contractor agreements, subcontractor agreements, interior design, and other similar agreements. Our attorneys also assist in the lien release process and construction financing procedures.

Easements and CC&Rs

We represent landowners and other interested parties in granting rights in and placing restrictions upon real property. Our services include the preparation and recording of covenants, conditions and restrictions upon commercial and residential subdivisions, shopping centers, and office buildings; drafting and negotiating easements and licenses to be conveyed to adjacent landowners and other interested parties; liaison with government and utilities in the grant of public service easements; and negotiation and drafting of reciprocal easement agreements among adjoining property owners.

Environmental Counseling

We review and analyze Phase I and Phase II environmental assessments and reports for buyers, lenders and others; provide counseling as to compliance with environmental disclosure and permitting requirements; and provide an assessment of environmental liabilities by landowners, tenants, operators, and lenders with respect to contaminated sites.

Financing

We represent borrowers and lenders in many types of financing arrangements, including property acquisition loans, construction and development loans, take-out and permanent financing, seller carry-back loans, institutional loans, syndication loans and bond financing. Our services include negotiation and drafting of loan documents, including the preparation of loan agreements, promissory notes, deeds of trust, security agreements, collateral assignments of leases and all other instruments which are a part of secured lending; title review and analysis; and other due diligence matters relating to lending transactions. Our lawyers also have extensive experience in representing borrowers and lenders in loan workouts, restructuring, and loan modifications.

Health Care Law

We have attorneys who have counseled and represented health care providers and major health systems for over 30 years and serve some of the most significant players in the health care industry. We have both extensive experience and expertise in the areas of health care business transactions, provider reimbursement and payment issues, managed care, provider operations support and health care litigation and alternative disputes resolution.  

1. Business and Real Estate Transactions. We have supported some of the most complex and significant transactions in the health care industry such as the formation of a national Catholic healthcare system, the growth and development of regional health care delivery systems and the design of physician group practices and integrated delivery systems. As the health care industry has consolidated over the past several decades, we have handled a broad array of sales, leases, mergers, financing transactions and affiliations between health care systems and with physician organizations. In particular, we have experience in the structuring and operating needs of physician-hospital organizations and integrated delivery systems in which a thorough knowledge of the regulatory environment is required.

2. Provider reimbursement and Payment Disputes. We represent physicians, hospitals and other health care providers in payment disputes with both private insurance carriers and governmental payment programs. We have served in both the capacity as advocates and advisors in payment recovery actions in which additional provider compensation has been successfully obtained under arrangements with third party payors and the Medicare program.

3. Managed Care. We have played an active role in the evolution of the health care delivery system’s response to managed care in the region. We have represented health systems, hospitals and health care providers in negotiating contracts with third party payors, as well as supported the design and operation of integrated delivery system arrangements including the formation of nonprofit medical foundations and physician hospital risk sharing arrangements.

4. Provider Operations Support. We have served as counsel to hospitals, and health care providers for several years and have substantial experience in the areas of licensing, Medicare certification, JCAHO accreditation, Medical Staff issues, credentialing, and patient consent and privacy issues.

5. Health Care Litigation and ADR. We have substantial experience in the representation of health care providers in a variety of private disputes and public litigation including actions to protect publicly awarded contracts, to recover payments improperly withheld and to secure rights of our clients before regulatory agencies in the health care industry. In addition, we have substantial experience in serving as neutrals in the health care industry both as arbitrators and mediators for complex problems that require a knowledgeable and experienced neutral.

Housing

We have attorneys with substantial experience in, and a commitment to, housing development projects for families and seniors. We work with a variety of different development organizations including developers, funding organizations and nonprofit affordable housing development organizations to build the supply of safe, secure and affordable housing for the region's senior and low-income families. Our work in this area includes all aspects of housing development including real estate acquisition, land-use development activities, business organization development, funding and financing transactions and operations support.

Land Use Matters

We have extensive experience and expertise in matters concerning the use and development of real property. Our services involve assistance in the annexation of land; amendments to city and county general plans and local community plans; causing the rezoning of property; obtaining special permits and variances; obtaining approval of subdivision and parcel maps; overcoming land use restrictions; and obtaining all necessary land use and development entitlements. Our lawyers have appeared before all categories of public officials, including city and county officials, City Councils, County Boards of Supervisors, Planning Commissions and design review staff.

Leasing

We represent landlords, tenants, subtenants, and property managers in matters pertaining to all types of leases, including single tenant and multi-tenant office leases, warehouse leases, ground leases, shopping center leases, agricultural leases, industrial leases, and others. Our services include preparation of letters of intent and liaison with leasing brokers; drafting and negotiation of leases and related leasing documents; assistance in due diligence and analysis of properties to be leased; preparation of form leases for use by office and shopping center landlords or managers; preparation of tenant improvement work letters; counseling in connection with estoppels, subordination agreements and lease amendments; and the negotiation and preparation of subleases, lease assignments, and lease termination agreements.

Property Management

We represent owners, management companies, and owners' associations in the operation and management of real properties. Our services include the negotiation and drafting of management agreements; interpretation and enforcement of leases and CC&Rs; full services in connection with unlawful detainer actions against tenants; and other day-to-day leasing and property management issues.

Real Estate Litigation

Our trial lawyers represent clients in almost every kind of real estate related litigation, including eminent domain actions (both landowners and condemning agencies), partitions, foreclosures, receiverships, evictions, contract disputes, commission claims, construction defects, actions for rescission and specific performance, and other issues.

Real Property Acquisitions and Sales

We represent both buyers and sellers in the purchase and sale of developed and undeveloped real property. Our services include the drafting and negotiation of letters of intent and purchase and sale agreements; drafting and negotiation of broker's commission and listing agreements; title review and analysis; assistance in due diligence and analysis of property to be acquired; and all other matters necessary to take a transaction from a proposal to a closing. We also have substantial experience in structuring 1031 tax deferred exchanges, including simultaneous, delayed, and reverse exchanges.

Subdivisions

We represent landowners in the subdivision and parcelization of larger tracts of real property for development and sale. Our services include review, analysis and comment upon parcel and subdivision maps and subdivision or development agreements, and liaison with engineers and surveyors; preparation and pursuit of applications for subdivision approvals, lot and boundary line adjustments, negative declarations and certificates of compliance, including hearings before all necessary governmental authorities; and review and analysis of environmental impact reports, traffic studies and other items related to the subdivision of land.