Build-to-Suit Lease and Development Agreements in Alberta

1. Build a single document hierarchy

Index every agreement, schedule, drawing, specification, report, budget and amendment. State priority when documents conflict and identify which provisions survive completion or lease commencement.

Do not let proposal language silently override technical schedules or vice versa. Counsel should control interpretation and execution.

• Site control
• Conditions
• Scope
• Budget
• Milestones
• Changes
• Acceptance

2. Define site and approval conditions

Record title, control, diligence access, zoning, development, subdivision, servicing, environmental, financing and other conditions with responsible party, evidence, deadline, waiver authority and failure consequence.

Municipal approval cannot be guaranteed by the owner, tenant, broker or design team. State which approvals are conditions and which risks remain after waiver.

3. Freeze the design basis deliberately

Attach the approved program, site plan, floorplans, elevations, specifications, equipment loads, performance criteria and area method. Use a signed design-freeze record before pricing or construction milestones rely on it.

Define who approves design development and what silence means. Avoid deeming an incomplete or unreviewed package accepted merely because a calendar date passed without a controlled submission.

4. Separate base scope, allowances and tenant work

Create responsibility matrices for land, base building, site, services, fit-up, equipment, furniture, technology, signage, consultants, permits, commissioning and move. State taxes, markups, contingencies and unused-allowance treatment.

An allowance is a financial limit, not a complete specification. Document eligibility, approval, payment evidence and whether overruns change rent, require cash or reduce scope.

5. Control pricing and change orders

Define estimate stages, open-book evidence if applicable, tendering, owner contingency, tenant contingency and reconciliation. Every change should identify scope, cost, rent effect, tax, schedule, approvals and authorized signatories.

Do not approve a schedule-only or cost-only change when the same decision affects both. Preserve rejected and superseded versions to explain the final result.

6. Define milestones and delay consequences

Schedule design, submissions, permit release, procurement, construction, utilities, inspections, commissioning, substantial completion, fixturing, occupancy and rent commencement. Identify notice and update requirements.

Separate delay caused by the developer, tenant, authority, utility, hidden condition or force majeure. Counsel should draft extensions, outside dates, termination, cost allocation and any liquidated or other remedies.

7. Make completion evidence objective

Define substantial completion, legal occupancy, development completion, commissioning, testing, area certification, deficiency thresholds and required professional or municipal evidence. A usable building and a technically complete contract milestone may not be identical.

Calgary and Edmonton publish distinct municipal process information. The project team must confirm current location-specific requirements rather than reuse another municipality's checklist.

8. Reconcile commencement and long-term operation

Connect access, fixturing, possession, occupancy, opening, lease commencement and each rent stream to objective dates and notices. State utilities, insurance, security, maintenance and risk transfer during every transition period.

Deliver the executed lease, amendments, approved drawings, as-builts, permits, warranties, manuals, commissioning and deficiency record to operations. This guide is educational and is not a form agreement or legal, design, engineering, construction, tax, accounting or financing advice.