VOLUME 26 NUMBER 7 APRIL-JUNE 1996 RETAIL PELICAN BAY, FLORIDA PROJECT TYPE

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1 VOLUME 26 NUMBER 7 APRIL-JUNE 1996 RETAIL THE WATERSIDE SHOPS PELICAN BAY, FLORIDA PROJECT TYPE A 250,000-square-foot, open-air mall located in the Pelican Bay master-planned community. The upscale retail center, which includes 47 retail boutiques and two anchor department stores, was developed by a limited partnership between the Courtelis Company and the Westinghouse Communities of Naples. An elaborate waterscape in the mall's central courtyard, including extensively landscaped waterfalls, ponds, and lagoons, creates a casual but elegant retail environment. Waterside is anchored by Saks Fifth Avenue's prototype "resort" store and Jacobson's. SPECIAL FEATURES Open-air retail mall Waterscape design theme Tourist-oriented retail Retail component of a master-planned community Fast-track construction DEVELOPERS Courtelis Company 701 Brickell Avenue, Suite 1400 Miami, Florida WCI Communities Limited Partnership (Formerly Westinghouse Communities of Naples) 801 Laurel Oak Drive, Suite 500 Naples, Florida ARCHITECT/PLANNER Dorsky Hodges & Partners Inc Cypress Creek Road Fort Lauderdale, Florida

2 GENERAL DESCRIPTION A specialty retail center designed and developed to accommodate a rapidly growing resort, retirement and second-home community, Waterside Shops is the upscale retail component of the Pelican Bay master-planned community. Developed by a limited partnership between the Courtelis Company and the Westinghouse Communities of Naples (WCN), Waterside Shops comprises 47 retail boutiques and two anchor department stores. Located near Naples, Florida, the 250,000-square-foot, open-air mall features a central courtyard with an elaborate waterscape design. The 350,000-gallon waterscape creates an exotic atmosphere. Cascading waterfalls form a series of focal points amid an extensive array of interconnected ponds and lagoons. Covered walkways and expansive common areas make for an unusual parklike shopping environment. The Waterside development team was faced with several of the formidable challenges that are commonly encountered by today's retail developers, including regulatory limitations on gross leasable area, which significantly reduce the pool of potential department store anchor tenants; stringent underwriting criteria requiring extensive preleasing with credit tenants; and the need to achieve market differentiation using design innovation. THE SITE AND DEVELOPMENT PROCESS Waterside Shops is located within Pelican Bay, a 2,104-acre master-planned community on Florida's Gulf Coast immediately north of the city of Naples. Pelican Bay, which is approximately 85 percent complete, contains a mix of residential, recreational, commercial, and institutional uses. At full buildout, (estimated to be achieved in 1998), the community will include approximately 8,600 residential units, 1.1 million square feet of office/commercial space, and 1,336 hotel rooms. Waterside Shops is situated on a 28-acre lot on the southernmost corner of Pelican Bay, along Route U.S. 41 (Tamiami Trail), which is a major transportation arterial. The small regional center was designed and developed to accommodate the Pelican Bay community while simultaneously capturing regional traffic flow. As the master developer of Pelican Bay, WCN approached the Courtelis Company in 1986 about working together to emulate and enhance the upscale, open-air, waterscape mall design that Courtelis had successfully implemented in the development of The Falls, a 450,000-square-foot center located in Miami. After several months of negotiations, WCN and the Courtelis Company created a limited partnership for the development of Waterside Shops. The partnership secured an option on the parcel and acquired it from WCN in October of 1987 for $5,630,625. That is, WCN sold the parcel to the limited partnership in which it was a partner. Before the formation of the Waterside joint venture, WCN had secured regulatory approvals for the site, and had established primary infrastructure improvements, reducing the partnership's upfront risk exposure. Regulatory entitlements were largely dictated by Florida's Development of Regional Impacts (DRI) process, which limited the site's retail/commercial buildout to 265,000 square feet of gross leasable area (GLA). Such limitations on GLA created a significant challenge to the Waterside partnership's project of developing a retail center with two department store anchors and a diverse tenant mix. TENANTING Understanding the importance of securing anchor tenants, The Waterside development team approached Saks Fifth Avenue and Jacobson's department stores early in the predevelopment process. Both department stores were targeted by the developers because of their willingness to occupy small anchor spaces of less than 50,000 square feet as well as their ability to cater to the targeted upscale market. Jacobson's (currently waterside's largest anchor) originally was not interested in the site. Saks Fifth Avenue, on the other hand, being interested in both

3 the Naples marketplace as well as the site's physical attributes, asked the developers to retain a market analyst chosen by Saks. Based on the result of the marketing study, Saks decided to occupy one of Waterside's anchor stores. Two weeks after this decision, however, the project encountered a major setback when the retailer's parent company became the target of a hostile takeover attempt. Saks put the Waterside project on hold for approximately two years until ownership of the retail chain was transferred. Throughout this two-year transition period, the Waterside development team kept in touch with the retailer's top decision makers, who continued to remain interested in the site. Ultimately, in August of 1990, the developers successfully secured a prelease agreement with Saks. Soon after signing a letter of intent with Saks, the developers recontacted Jacobson's, who agreed to open a store in the project. The two-year delay in Waterside's development perhaps worked to the developers' advantage, allowing the Naples market further to mature. As a small upscale regional center, Waterside has a mix of tenants, including an assortment of credit tenants and a variety of local boutiques, giving the property a familiar retail setting as well as a Gulf Coast flavor. Some of Waterside's credit tenants include Polo/Ralph Lauren, Ann Taylor, The Banana Republic, The Gap, William Sonoma, and the California Pizza Kitchen. Waterside retailers had an average tenant improvement allowance of approximately $60 per square foot. FINANCE The Waterside development partnership was structured as a limited partnership, in which the Courtelis Company acted as the General Partner and initially secured a 65 percent interest in the project, while WCN retained a 35 percent interest. With groundbreaking in November 1991, fast-track construction was necessary to get the center on line in one year and enable Waterside to capture the market's peak-season upswing. As a direct result of time constraints, construction initiatives commenced prior to the securing of construction financing. The Waterside partnership, however, was able to use equity resources and a $5 million bridge loan provided by WCN to finance Waterside's initial construction efforts. As compensation for originating the bridge loan, WCN received a greater interest in the Waterside partnership, bringing their limited partnership interest to 40 percent. WCN also received interest on the loan. In July 1992, five months prior to the project's opening, the partnership closed on a $30 million, five-year construction and mini-perm loan originated by the Canadian Imperial Bank of Commerce. In order to close and draw upon the loan however, Waterside's developers were required to satisfy the lender's stringent prelease stipulations, including a 105 percent debt service coverage with qualified leases. The lender's underwriting criteria also established strict guidelines for the percentage of credit tenants as well as for lease terms and contingency. With occupancy rates exceeding 90 percent, Waterside's gross sales were approximately $66.2 million in DESIGN AND CONSTRUCTION Waterside's site planning, tenant mix, and common-area walkways were largely designed around the center's unique waterscape feature. Situated in the mall's central courtyard, Waterside's series of interconnected waterfalls and extensively landscaped lagoons create a sense of discovery. The development team was able to improve upon previously implemented waterscape mall designs by reducing the size of the water feature and simultaneously intensifying landscaping and enhancing the level of construction finishes. By decreasing the size of the waterscape, the design team was able to reduce the distance between storefronts, enhancing circulation patterns as well as the project's sense of place.

4 The development team adopted a Mediterranean architectural style that integrates Waterside within the context of the Pelican Bay master-planned community. The project's retail structures are typical concrete block buildings with stucco walls and steel-frame roofs. A high level of construction finishes including barrel-tile roofs, stone walkways and columns, and covered breezeways with brass accented mahogany railings accentuate the casual but elegant design theme. Given the rectangular shape of the site, a circular parking configuration similar to that of a conventional regional mall was devised. The circular parking configuration allowed the design team to create seven mall entrances, significantly increasing pedestrian access as well as air circulation throughout the mall. Walkway ceiling fans also enhance airflow. Waterside is home to Saks Fifth Avenue's prototype "resort-format" store. The store is significantly smaller than conventional Saks stores. The single-story 31,671-square-foot store has selected merchandise targeted to the upscale resort community market. The project also included the development of two separate one-acre outparcels, which now accommodate a 10,000-square-foot U.S. Trust Bank and a 23,328-square-foot freestanding Barnes and Noble book store. EXPERIENCED GAINED The open-air waterscape design theme can provide a resort community with a unique retail product; however, if the project does not incorporate the proper tenant mix, the waterscape will only serve as a tourist attraction and will not successfully capture the increasing number of primary residents living within resort communities. Disproportionate levels of common-area walkways and extensive landscaping significantly increased the project's construction costs. Nevertheless, Waterside's exotic parklike setting has allowed the project to achieve considerable market differentiation. A limited number of anchor department stores would consider occupying a store area of less than 47,000 square feet. Within a resort/second home community, however, opportunities do exist for securing upscale anchor tenants interested in occupying smaller boutiquelike stores.

5 PROJECT DATA LAND USE INFORMATION Site Area: 26.3 acres Gross Leasable Area (GLA): 234,670 square feet Number of Levels: 1 Total Parking Spaces: 1,167 LAND USE PLAN Acres Percent of Site Buildings 202, % Paved Areas (surface parking/roads) 513, Landscaped Areas 430, Total 1,147, % RETAIL TENANT INFORMATION Classification Number of Stores Total GLA General merchandise 2 77,670 Food service 5 14,702 Clothing and accessories 21 75,051 Shoes 2 2,310 Home furnishings 2 6,678 Music 1 2,370 Gifts/specialty 7 9,797 Jewelry 1 1,242 Bookstore 1 23,973 Personal services 3 2,488 Financial 1 10,000 Offices (other than financial) 1 1,652 Vacant 1 2,175 Other 2 4,562 Total 234,670 Major Tenants Tenant Name Space Occupied (Square Feet) Saks Fifth Avenue 31,671 Jacobson's 45,670 U.S. Trust 10,000 Barnes & Noble 23,973

6 The Gap 11,670 The Limited 7,396 Banana Republic 6,627 DEVELOPMENT COST INFORMATION Site Acquisition Cost $5,630,625 Site Improvement Costs (On- and Off-Site) Excavation/grading $250,000 Sewer/water/drainage 450,000 Paving/curbs/sidewalks 871,000 Landscaping/irrigation 667,000 Site lighting 500,000 Waterscape 530,000 Total $3,268,000 Construction Costs Specialty-tenants shell $6,010,000 Saks Fifth Avenue 3,000,000 Jacobson's 3,721,000 Impact fees 990,000 Tenant improvements 7,777,000 Other 00,000 Total $21,798,000 Soft Costs Architecture/engineering $600,000 Project leasing 641,000 Marketing 175,000 Taxes/insurance 150,000 Construction interest and fees 1,180,000 Other 250,000 Total $2,996,000 Total Development Cost $33,692,625 DEVELOPMENT SCHEDULE Site Purchased: October 1987 Planning Started: January 1991 Approvals Obtained: November 1991 Construction Started: November 1991

7 Leasing Started: August 1990 Project Opened: November 1992 DIRECTIONS From Naples Airport: Take Airport Road north to Pine Ridge Road. Take Pine Ridge Road approximately two miles. Make a left onto U.S. 41 (Tamiami Trail). Waterside Shops is located on the northwest corner of Seagate Drive and U.S. 41. Driving Time: 10 minutes in non-peak-hour traffic. The Project Reference File is intended as a resource tool for use by the subscribers in improving the quality of future projects. Data contained herein were made available by the Development team and constitute a report on, not an endorsement of, the project by ULI - The Urban Land Institute. Copyright 1996, 1997, by ULI - the Urban Land Institute 1025 Thomas Jefferson Street, N. W. Ste. 500w, Washington, D. C

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