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Thursday, October 25, 2018 12:00 – 1:15 PM Thursday, October 25, 2018 12:00 – 1:15 PM Peer to Peer 7 Any Which Way but Use: Prohibited and Exclusive Use Provisions in the Evolving Landscape of Retail Development Presented to 2018 U.S. Shopping Center Law Conference JW Marriott Orlando Grande Lakes Orlando, FL October 24-27, 2018 by: Joseph Conn Audra Esrey Sr. Vice President Partner & General Counsel Stanley, Esrey & Buckley, LLP Five Star Development Promenade, Suite 2400, 6720 N. Scottsdale Road 1230 Peachtree St., N.E. Scottsdale, Arizona 85253 Atlanta, Georgia 30309 [email protected] [email protected] Source after source clearly identify and describe the new normal in retail centers. We, as legal and business counselors, cannot ignore the shifting trends and needs of our retail clients, of both landlords and tenants. This is not the result of new laws, or judicial decisions, or newly crafted, break-through legal theories. This is about how our clients conduct their business today and into the foreseeable future. Use restrictions (both prohibited uses and exclusive uses) need to be flexible and adaptable in order to truly succeed at their intended purpose. We, as counselors, may be doing more harm than good with our petrified practices. We also need to be flexible and willing to adapt our thinking and our drafting, to meet not just current trends but future trends of which we may not even be aware. 1. It’s a new world out there: Retail industry and societal changes require that we re-examine how we do business. Currently, retail remains the top sales generator at shopping centers in the United States. But, over the past five to ten years we have seen an increase in service-oriented businesses in retail centers. According to data provided to ICSC by CoStar Realty Information, Inc., since 2012, space allotted to nonretail tenants at shopping centers has increased by 3.9 percentage points, bringing that space from 19.2 percent of total gross leasable area to 23.1 percent (“Shopping Centers Becoming Consumer Centers”). During the first quarter of 2018 alone, approximately half of U.S. adults used a medical or fitness facility in a shopping center, and 69 percent of U.S. adults used other services, such as dry cleaners, salons, banks, pet care facilities and childcare facilities. (“Shopping Centers Becoming Consumer Centers”). Such report concluded that the presence of nonretail tenants demonstrates how the retail real estate industry is accommodating changing shopping behaviors and new preferences. “These numbers do not demonstrate any decline in the importance of retail, but rather they track the rising importance of shopping centers,” said Jean Lambert, vice president of ICSC Research. “Shopping centers are really becoming consumer centers as they successfully satisfy a broader range of needs, services and merchandise.” (Mander) CBL Properties is conveying a similar message and a new approach to its tenants. “Our properties are not just about retail or shopping – they serve as gathering places for their respective communities,” according to Stephen Lebovitz, President and CEO of CBL in a press release issued in the Fall of 2017. “They are evolving through the addition of more food, entertainment, service, fitness and other new uses, and we are actively exploring the addition of hotels, medical, office, residential and education components.” (“Dressing Down”) According to a recent report prepared by JLL, 50 malls have spent over $8 billion in renovations over the last four years. Many of the reported mall renovations in the JLL study included improving the food, beverage and entertainment options at the center, converting space into lifestyle and power center-like projects and adding non- retail uses. “Malls are working hard to rid the public of the perception that they are places solely for occasional shopping events like back-to-school or the holidays. They are handpicking tenant mixes that cater to specific shoppers like millennials, luxury seekers, and those who want to shop local brands. Malls are also shedding their roofs, creating open spaces, and bringing other uses to the mix to cultivate new communities by creating a Main Street feel. To achieve this, 30.0 percent of malls in our study started the process of making live/work/play environments by adding in non-retail uses. Apartments were the most popular choice, with 40.7 percent of those malls adding multifamily units. New hotel and office uses were also popular picks with 33.3 percent and 29.5 percent respectively. The idea is that people can live, work, and spend free time all within the same area by bringing in multiple uses into one property. Malls can become destinations for reasons beyond shopping. Non- retail amenities create a halo effect, driving new traffic to existing retailers. So now traditional mall owners are not just focusing just on retail, but are expanding by creating synergies with other uses.” The conclusion of the report is that: “It is time to evolve.… Today, malls are finding that to be successful, they must become more than a transactional portal and are transforming themselves into destinations” (“A New Mall Rises”). If we want to assist our clients (both landlords and tenants) in succeeding in the brick and mortar arena, we need to be aware of these trends and find ways to adapt our leases to allow for the changing landscape. 2. New acceptance of once-banned uses. Trade papers are documenting a myriad of new developments and redevelopments of shopping centers which include any number of non-traditional uses. Residential. In the May 2018 edition of Shopping Centers Today, multiple massive redevelopment projects were reported: Simon has announced plans to redevelop five former Sears’ spaces: some of the new uses in the redeveloped centers are expected to include large fitness facilities (e.g., 120,000sf) and residential, as well as expanded and additional entertainment and restaurants. Perkins Rowe, a mall containing 874,000 square feet in Baton Rouge, Louisiana, is set to get its first make-over in 11 years, which will include retail, office, multi-family, entertainment, a bandstand, public art, and food and beverage components. RD Management intends to replace a 1,300,000 square foot enclosed mall in Tampa, Florida, with a multi-story, open air project with retail, entertainment, hospitality, education, medical, office and residential uses. (“Mall Makeovers”) Hotel. In addition to adding residential components to shopping centers, landlords are also looking to add hotels to their centers. Landlords and hoteliers are striking up more joint ventures than ever before, in an effort to bring customers to their properties, according to experts at a RECon panel titled “Alternative Use — Hotels.” As exhibit one, moderator Timothy Marvin, executive head of the JLL hotels and hospitality group, pointed to the announcement a few days ago that Marriott International would open at least five hotels at Simon’s shopping centers in the near future, the latest in a succession of similar hotel deals made with Simon, the country's largest owner of retail space. According to Brannon Boswell, Simon has recently ramped up efforts to add hotels to its properties. In 2016 and 2017, Simon added a total of four hotels, but through 2019 Simon intends to add 10 hotels to its properties. For example, Simon has plans to replace a closing Belk anchor at its Phipps Plaza in Atlanta, Georgia with a 150-room Nobu Hotel and restaurant, a Life Time Fitness gym and an office building. (Boswell) Pyramid Management Group, owner of 16 malls in the Northeast, opened a 209-room Embassy Suites Hotel at Destiny USA, in Syracuse, New York, last year. The company is also opening a 192-room, dual-branded Tru by Hilton and Homewood Suites by Hilton at the Crossgates Mall, in Albany, New York. “Pyramid began looking at diversifying its properties about 10 years ago and thought that owning hotels was the natural direction to go,” said James Soos, the company's director of development. (Gose). Sterling Organization recently filed plans to overhaul North Dekalb Mall in Atlanta, Georgia to include a 150-room hotel, as well as an approximately 150,000 square foot Costco, 150,000 square feet of shop space, 50,000 square feet of office and a residential component (Wenk and Sams). Call Centers. While initially inducing some reticence, we are even seeing conversions to call centers. Call centers in particular are attracted to mall space because of the large floorplans that require little retrofitting to suit the needs of the large number of employees and the ample parking on-site. At the West Oaks Mall in Orlando, Florida, a Xerox call center took 144,000 square feet of former Sears’ space, and Bed Bath & Beyond will reformat 35,000 square feet of former retail space into its own call center. In Tulsa, Oklahoma, four call centers went into a 1,000,000 square foot center: Alorica, Coca- Cola, Enterprise Rent-a-car, and Capital One. The call centers now dominate the mall and only a handful of food vendors and traditional retail storefronts remain. Office. While it has not been uncommon to find a small amount of retail stores within office buildings, it is now becoming more common to find offices in traditional retail centers. In Dearborn, Michigan at Fairlane Town Center, Ford is relocating its research and development department with 2,100 employees to a former Lord & Taylor and additional vacant inline retail spaces (“A New Mall Rises”). In Mansfield, Ohio in 2014, Richland Mall converted a former F&R Lazarus & Company department store into an Avita medical center. “In 2016, Avita announced further expansion after it found initial success with the move. The mall saw an 8.0 to 10.0 percent increase in mall traffic ….” (“A New Mall Rises”).
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