我们的讨论笔记 - 项目的可行性和风险
- Downtown 的餐馆生意会很好。在外吃饭不仅仅是填饱肚子，更是人们的重要社交场合。人们是群居动物，湾区高收入但是孤单的程序员尤其喜欢在外吃饭。疫情及后疫情时期，在外用餐会继续增加。
- Los Altos 华人数目日益增加，却没有一个中餐馆
- 老一代华人移民办的中国餐馆，档次比较低，环境差。有的为了满足本地白人的口味，特色不突出。其实，华人无论本身人数的增长还是其对周围不同族裔生活的影响都越来越大。看看光顾Mountain View 小肥羊刷羊肉店的食客，足可见这个事实。
- 通货膨胀导致资金流向土地和黄金 （保值）
- Los Altos Downtown 规划升级1st street 地段，以及Walgreen所在地，未来4-6年将有许多多层建筑包括公寓和住宅商用综合建筑建成。这样年轻人口会增加，对饭馆的需求也会增加
- Andy 尤其感兴趣：骑自行车调查Mountain View 的餐馆
阿毓：前面大厅，可容纳15-20个4-6人的长方形桌子。 参考：QQ Noodle / 老外的超长桌，陌生人共享桌子。
人工： 主厨 – 5000 / 8000x 12 = 60,000 / 96,000
|252 State||3075 |
|351 Main St||1500||2616||一层||03/2021||$1,938K||$1,292||Vintage Bath||for lease|
|300 State St||5000||5412||一层||2/2018||$4,350K||$870||typewriter repair|
|316 State St||2500|
|2614||两层楼||9/20||$6,700K||$1,396||Steinway Piano & Bioz.com|
调查工作 (Due Diligence)
Unlike residential home purchases that have certain consumer protection laws applicable to them, the purchase of commercial real estate has few protections and leaves a purchaser to examine, judge and decide for themselves whether a particular piece of property is suitable for their needs.
Since commercial real estate purchases are “as is” with little consumer protections, there will most likely be no recourse against a seller of commercial real estate for any defects that the purchaser could have discovered during due diligence investigations.
Investigate and review local zoning ordinances, together with any prior zoning approvals affecting the property, in order to confirm that all of the purchaser’s intended uses are permitted in the particular zone.
For development: with the assistance of site engineers and planners, to determine whether the purchaser’s future development complies with all zoning requirements.
- Site Plan Approvals
- Variances (Bulk and Use)
- Subdivision Approvals
- Grading Permits
- Special Use Permits
- Environmental Issues
- Easement Disputes
- Zoning Permits
- Challenges to Zoning Appeals
- Housing Developments
- Regional Shopping Centers
- Setback Variances
After contract signing, a purchaser will typically arrange for structural, engineering, building, and mechanical inspections.
physical inspections of all structures and mechanical systems located on and servicing the property.
检查师： Environmental Professionals 将请city / health department 推荐
目的：环境污染问题 （土壤，水源） contaminated – 贷款银行要求
Can give certain federal and state protections and defenses against claims for environmental liability.
- OK 当地规则： Obtain a copy of the local and county regulations, codes and building restrictions for a restaurant in the geographic region of the retail store.
- 卫生局的规则：drains, water system, and separate sinks for hand washing and food preparation，
- 消防局的规则： exit doors, exhaust hoods, fire sprinklers and suppression systems.
草图： Sketch a rough design of your restaurant layout on graph paper using the footprint of the retail store. Locate any current electrical outlets, natural gas bibs，water pipes and air vents.
承包商： Foundation modifications may involve changes to or the removal of platforms and levels present in a retail store and adding walls for restrooms and kitchen facilities that meet building codes. Potential changes also include transforming the store frontage and the elimination of glass windows or alteration of the retail store front door for the new restaurant. Confirm that the present store water system meets the local restaurant requirements and enhance and update systems where necessary. Consult commercial appliance brochures to determine the electric and water requirements and match your restaurant design to the specification sheets.
- tax bills
- service contracts
- financial statements and reports
- the title insurance policy
- any surveys, building inspection reports, and environmental studies
A seller should also turn over for examination:
- any site plans
- architectural drawings
- zoning documents
- governmental permits
- approvals and certifications
- and disclose the existence of any property or building-related litigation
The purchaser must review and evaluate any existing leases or service contracts concerning the property.
As to any leases, the purchaser needs to determine whether the income generated from the leases will continue and for how long, whether there exists any tenant or landlord defaults, and whether the tenants have any renewal options or other rights affecting the purchaser’s future plans and rents for the property.
- Current lease
- Phase I Environment Assessment: if the Phase I assessment discloses areas of concern, the purchaser may be required to conduct follow-up invasive testing which can require the seller’s prior written consent.
- Period: 10-30-60 days (Phase I Environmental Assessment needs 30 days ); zoning and permits (entitlements) requires longer (up to years). Specify when seller must deliver their documents, and should not start until the seller has completed delivery of the contract.
- the purchaser must negotiate the right to terminate the contract, at any time during the due diligence period upon written notice to the seller, if the purchaser determines, in his sole discretion, that the property is not suitable for the purchaser’s needs.
Remember: Almost all contracts will have numerous disclaimers which provide, among other things, that a seller makes no warranties or representations concerning the truth or accuracy of the information that she gives a purchaser, and that the property is being sold “as is” with all faults.
- The seller will also include a prohibition on construction liens, and a requirement that the purchaser restore the property to its pre-inspection condition. Most likely, the seller will require that the purchaser obtain the seller’s consent to perform any invasive environmental testing, and will further require that the purchaser keep its environmental reports confidential.
- Finally, a seller will often attempt to negotiate that the purchaser must turn over all of its due diligence materials, if the purchaser elects to terminate the transaction, with no reimbursement to the purchaser for any investigative costs. Often, this provision is the subject of negotiation between the parties.
- 1031 exchange
- Dates: Expiration Date, due diligence period, Closing
- 1031 Exchange Cooperation Clause:
“Notwithstanding anything to the contrary, Seller hereby acknowledges that it is the intent of Buyer to effect an IRC §1031 tax deferred exchange, which will not delay the closing or cause additional expense to Seller. Buyer’s rights under this agreement may be assigned to Investment Property Exchange Services, Inc. (IPX1031), as Qualified Intermediary, for the purpose of completing such an exchange. Seller agrees to cooperate with Buyer and IPX1031 in a manner necessary to complete the exchange.”