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OFFICIAL NOTICE AND AGENDA- addendum Notice is hereby given that a public meeting will be held on the date, time and location shown below. Upon attaining a quorum of members, all items listed on the agenda shown below may be considered (acted upon). Regular / Special Meeting: PLAN COMMISSION Date & Time: Monday, December 11, 2017 @ 6:30 pm Location: City Hall, 2000 N. Calhoun Road Council Chambers Members/Chair: Mayor Steven Ponto Aldermen: Gary Mahkorn, Mark Nelson, Rick Owen Commissioners: Paul Wartman, Rich Tennessen, open seat Quorum Requirement: 4 of 7 members physically present Meeting adjourns at 9:30 p.m. An item started prior to 9:30 p.m. will be concluded. No additional items will be considered unless granted by Commission Addendum New Business 7. Request of CBL & Associates Properties, Inc. c/o Josh Hamby, Project Manager, 2030 Hamilton Place, Chattanooga, TN for approval of a plan and method of operation for the redevelopment of the Sears portion of Brookfield Square Mall ,115 S. Moorland Road. Such redevelopment includes razing most of the department store and replacing the razed building with a theater previously approved by the Plan Commission on November 13, 2017 , an approximate 48,000 sq. ft. two-story entertainment and restaurant venue, mall shops and outbuildings with a net reduction in gross leasable of approximately 48,000 sq. ft. Request also includes review of the architecture and building materials for the mall shops additions, only, that would receive plan and method approval but City staff finalization of exterior tenant finishes.(NE ¼ of Sec. 34) - DE **Requires Common Council Approval** 8. Request of CBL & Associates Properties, Inc. c/o Josh Hamby, Project Manager, 2030 Hamilton Place, Chattanooga, TN for approval of a Development Agreement for Phase VIII, Brookfield Square, or the redevelopment of the Sears portion of Brookfield Square Mall ,115 S. Moorland Road. Said agreement includes approval of the allocation of Tax Increment District No. 3 Project Costs to the redevelopment project.(NE ¼ of Sec.34) - DE **Requires Common Council Approval** 9. Request of CBL & Associates Properties, Inc. c/o Josh Hamby, Project Manager, 2030 Hamilton Place, Chattanooga, TN for approval of an amendment to the recorded Development Agreement for Phase VII , Brookfield Square, or the redevelopment of the Boston Store/Bon Ton portion of Brookfield Square Mall , 95 N. Moorland Road. Said amendment to the agreement would extinguish the prior approval of the allocation of Tax Increment District No. 3 Project Costs to the Boston Store redevelopment project. (SE ¼ of Sec. 27) - DE**Requires Common Council Approval** Adjournment Daniel F. Ertl Director of Community Development Posted: December 8 @ 2:00 pm Any person who has a qualifying disability as defined by the Americans with Disability Act that requires the meetings or materials be in an accessible location or format, contact the City Clerk at (262) 782-9650 or 2000 North Calhoun Road, for accommodations. Requests for accommodations for meetings should be made at least 3 business days in advance of the meeting. Every effort will be made to arrange accommodations for all meetings. Note: It is possible that members of and possibly a quorum of members of other governmental bodies of the municipality may be in attendance at the above stated meeting to gather information; no action will be taken by any governmental body at the above stated meeting other than the governmental body specifically referred to in this notice. Plan Commission December 11, 2017 Page 1 of 1 REPORT OF THE DIRECTOR OF COMMUNITY DEVELOPMENT City Plan Commission December 11, 2017 Item 7 Request of CBL & Associates Properties, Inc. c/o Josh Hamby, Project Manager, 2030 Hamilton Place, Chattanooga, TN for approval of a plan and method of operation for the redevelopment of the Sears portion of Brookfield Square Mall ,115 S. Moorland Road. Such redevelopment includes razing most of the department store and replacing the razed building with a theater previously approved by the Plan Commission on November 13, 2017 , an approximate 48,000 sq. ft. two-story entertainment and restaurant venue, mall shops and outbuildings with a net reduction in gross leasable of approximately 48,000 sq. ft. Request also includes review of the architecture and building materials for the mall shops additions, only, that would receive plan and method approval but City staff finalization of exterior tenant. Report: 1. This item represents the master site plan and mall shops architecture for Phase VIII at Brookfield Square mall- or approximately 20 of the 29 acre the Sears parcel. Under separate actions the remaining approximate 9 acres would conceptually be redeveloped by the City of Brookfield in partnership with a hotel operator for a conference center- hotel development. 2. In general terms, CBL would raze the majority of the Sears Department store and replace the same with the Marcus BistroPlex ( approved at the last meeting), an approximate 45,000 two level Whirlyball entertainment/food establishment, an 18,000 sq. ft. Sears store, some mall shops with exterior entrances to the parking lot, and three outlot developments. There would be a net reduction in GLA of about 48,000 sq. ft. 3. The plan and method would approve the master site plan, establish setbacks and offsets, a new mall parking ratio and approve the exterior of the Sears store and mall shops, but allow the tenants to work with City staff on final exterior details of those elements. 4. The plan and method would not include approvals of the outbuildings or Whirlyball architecture or their associated operating hours as those would come back for specific approvals. Nor would it approve the hotel or conference center as those are “by others”. 5. The operating hours for some of the new tenants will extend past normal mall hours. 6. The Sears store and mall shop designs follow the style and materials of Phase VI at the mall. A power point presentation will describe the materials and design. 7. A traffic and parking analysis was previously prepared for this project and found no significant issues to address especially since the new, net GLA will be less than existing. 8. A Development Agreement will be required and is listed as the next two items on the agenda. 9. City Ordinance 2356-14 requires that the parking setbacks and building parking offsets, etc. are established by this current action. As such, the following is established: Staff Report – Item 7 December 11, 2017 Page 1 • Building setbacks 25 feet • Parking setbacks 5 feet • Building and parking offsets 0(zero) feet except as required by Fire Codes • Building height 70 feet • Ornamental towers, kiosks, outdoor plazas with fencing, movie poster boards are permitted provided they are integrated into the urban design of the project • Mall parking ratio 4.20 spaces per 1,000 GLA. Recommendation: Since the project is located in one of the City’s Target Investment Areas (TIAs) and within Tax Increment District No. 3, both of which encourage reinvestment and redevelopment of properties and encourages such to include mixed uses, and, since the development is consistent those goals and objectives and other applicable goal and objectives of the 2035 Comprehensive Plan a recommendation is made to approve the plan and method of operation, subject to: 1. Statement of operations dated December 7, 2017 by Josh Hamby, CBL and Associates. 2. Site plan dated November 6, 2017 prepared by raSmith subject to approval by City Engineering prior to site disturbance. 3. Building Plans, elevations and material samples dated December 11, 2017 prepared by KA, Cleveland, OH. Roof top HVAC equipment screened by building architecture or provide illustrious showing how equipment screens will be used to block full view of RTUs prior to securing building permits. Ground mounted HVAC equipment and transformers screened by landscaping. Wall mounted meters and cabinets viewable from public painted to match the building. 4. Plan Commission approves concept plans in 3. Above and permits City Staff to approve final tenant finishes for Sears and mall shops only. 5. Trash areas to be hidden either as an internal operation or screened by solid gates/walls in loading areas. No dumpsters can be viewable by the public except on pickup days. 6. Compliance with fire suppression and alarm requirements specified in a missive dated November 21, 2017 by Fire Chief Charlie Myers. 7. Sanitary Sewer, Water, Grading, Drainage, Erosion Control Plans and Storm Water Management Application subject to final approval of the city of Brookfield Engineering Division prior to the issuance of building permits. The developer of the project will be required to submit Items A, B, and C below before the issuance of a site disturbance permit: A. A copy of the approved Grading and Drainage Plan, as approved by the city of Brookfield Engineering Division. B. The bid from a contractor reflecting the cost of executing the work required on the Grading and Drainage Plan. C. A letter-of-credit in compliance with the City letter-of-credit format deposited with the Department of Community Development. The monetary amount of the letter-of-credit shall be equal to 110% of the submitted bid. (City form available from the Department of Community Development) D. A recertification “as-built” survey must be performed by a licensed, professional engineer or surveyor indicating that all elements of the approved Grading and Drainage Plan have been completed within Staff Report – Item 7 December 11, 2017 Page 2 tolerances as approved by Staff per the approved plan. The recertification documents must be wet stamped and signed by the professional. E. The letter-of-credit will be released by the Department of Community Development after the recertification documents are submitted to the city of Brookfield Engineering Division and approved.

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