OFFICIAL NOTICE and AGENDA- Addendum Notice Is Hereby Given That a Public Meeting Will Be Held on the Date, Time and Location Shown Below

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.

8. Payment of applicable fees to the Community Development Department prior to issuance of a site disturbance permit as listed in Development Agreement.

9. Lighting in compliance with sections 15.16.080 and 17.120.070 of the City of Brookfield municipal code.

10. All signage subject to separate review by the Plan Review Board. Off premise (off the leased space) sign approval limited to Bistro Plex and Sears.

11. Submittal and Plan Commission approval of a landscape plan prepared in accordance with city standards and subject to City of Brookfield technical corrections secured with a letter-of-credit (City forms available from the Department of Community Development) equal to $2,550 per 1,000 sq. ft. Moorland Road street yard for installation, for four (4) years of maintenance ($440 per 1,000 sq. ft. of street yard) and a four (4) year temporary landscape easement for street yard maintenance (using forms available from the Department of Community Development) all deposited with the Department of Community Development prior to issuance of a site disturbance Also: A landscape installation “as built” is required prior to release of the installation letters-of-credit.

12. Submittal, approval and execution of a standard City of Brookfield Development Agreement subject to final approval by the City Attorney prior to execution. See items 8 and 9 in this agenda. Those items will not be forwarded to the Common Council until the conditions in the respective staff reports for those items are met.

13. Once a site disturbance permit is issued by Inspection Services, the owner shall receive an occupancy permit within twenty four (24) months or the owner of the property may be subject to the penalty provisions of the Zoning Code, Section 17.100.130 or the owner shall remove construction equipment and debris from the site, fine grade and seed the site, and stabilize surface water drainage leaving the site to City Engineering Department specifications within four (4) months or the owner of the property may be subject to the penalty provisions of the Zoning Code – Section 17.100.130. (Ordinance #2134-08).

14. Plan and method of operation approval expires on December 11, 2019 unless a building permit for a minimum of the theater is obtained prior thereto.

Staff Report – Item 7 December 11, 2017 Page 3

BROOKFIELD SQUARE SEARS STORE REDEVELOPMENT

Planning Commission Design Package PHASE VIII December 11, 2017

CBL Properties

kainc.com PHASE VIII

0 100 200 400

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. SCALE: 1” = 200’-0” BROOKFIELD SQUARE SK-2 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 SEARS EXISTING SEARS MAIN BARNES & MITCHELL’S BOSTON STORE DEMOLITION REDEVELOPMENT ENTRANCE NOBLE FISH MARKET

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. SEARS REDEVELOPMENT DESIGN PRECEDENT BROOKFIELD SQUARE SK-3 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 NEW MOMENT FRAME EXISTING STRUCTRE AND CANOPY TO REMAIN

SINGLE STORY TO REMAIN

DEMO SECOND FLOOR ONLY, DEMO COLUMNS TO BE CUT ABOVE SLAB PLANTERS LINE, FIRST FLOOR TO REMAIN

COORDINATE LIMITS OF DEMOLITION WITH CINEMA FOOTPRINT EXISTING MALL TO REMAIN

EXISTING SEARS STRUCTURE TO BE DEMOLISHED EXISTING SEARS CANOPY TO BE DEMOLISHED 2 STORIES TO EXISTING SEARS TO BE REMAIN PARTIALLY DEMOLISHED

SEARS STRUCTURE TO REMAIN EXISTING STAIR EXISTING STAIR TO REMAIN TO REMAIN EXTENT OF

EXISTING SHOPS BELOW MALL STRUCTURE TO REMAIN EXISTING STRUCTRE AND OUTWARD SHOPS TO REMAIN CANOPY TO REMAIN BRACE OR SHEAR WALL NEEDED FOR LATERAL LOADS NEW LINE OF COLUMNS OR BEARING WALL DEMO SIGN STRUCTURE NOT TO SCALE 2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. N No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. DEMOLITION PLAN BROOKFIELD SQUARE SK-4 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 BUILDING BY OTHERS EXISTING SHOWN FOR CONTEXT ONLY BUILDING

NEW CONCOURSE EXISTING MALL WITHIN EXISTING STRUCTURE

TENANT F1 +/- 2,000 SF

TENANT F2 +/- 1,870 SF TENANT F3 BUILDING BY OTHERS +/- 1,870 SF SHOWN FOR CONTEXT ONLY

SERVICE COURT

EXISTING TENANT BUILDING EXPANSION EXISTING +/- 1,430 SF TENANT

EXISTING EXISTING TENANTS TENANTS TENANT F5 +/- 1,140 SF

EXISTING HARDSCAPE 0 50 100 200

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. N No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. ENLARGED SITE PLAN BROOKFIELD SQUARE SK-5 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 TENANT EXPANSION 1,430 SF

0 50 100 200

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. N No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. LEASE PLAN BROOKFIELD SQUARE SK-6 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 MARCUS THEATRE TOWER EXISTING FACADE NEW FACADE BY OTHERS IMPROVEMENT AT CORNER D SK-9 NEW SIGN NEW TENANT STOREFRONT G SK-9

EXISTING SHOPS TO REMAIN EXISTING SHOPS TO REMAIN

T/Slab 100’-0” C EAST ELEVATION NOT TO SCALE

C SK-8

T/Storefront 113’-0” T/Slab 100’-0” EXISTING WHIRLY BALL BUILDING , BY OTHERS B WEST ELEVATION MALL ENTRY NOT TO SCALE MARCUS THEATRE TOWER BY OTHERS

A SK-8 C SK-9 F SK-9

T/Towers A SK-9 134’-0”

T/Storefront 113’-0” T/Slab 100’-0” WHIRLY BALL BUILDING , BY OTHERS MARCUS THEATRE , BY OTHERS B SHOWN FOR CONTEXT ONLY A SOUTH ELEVATION NOT TO SCALE

Typ. building materials used: split face CMU base, modular/utility brick to top of storefront, silver colored wall A sconces and goose neck fixtures (on awnings), fabric awnings by tenant, EIFS at signage band, anodized aluminum storefront system with 1” insulated glazing, composite metal panel at cornices

Typ. hardscape materials: colored concrete, typical gray concrete and planters to match existing Sears main entrance

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. C No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. KEY PLAN N> BROOKFIELD SQUARE SK-7 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 CS1 M1 E1 M1 E1 CS1 M1 E1 EXISTING BUILDING, FABRIC AWNING FABRIC AWNING NEW MATERIALS TO MATCH T/Parapet ADDITION 125’-6” T/Parapet 122’-6” T/Storefront 113’-0” WALL SCONCE, TYP

SF1 T/Slab 100’-0”

TOTAL FACADE MATERIAL QUANTITIES- SEARS D SEARS - NORTH ELEVATION C SEARS - WEST ELEVATION BRICK AND CAST STONE 1588 sf 33% ST1 SF1 ST1 SF1 ST1 SPLIT FACE 1755 sf 36.5% SCALE: 1/8”=1’-0” SCALE: 1/8”=1’-0” CMP/METAL/ALPOLIC 290 sf 6% GLASS 219 sf 4.5% EIFS (30% mAX ALLOWED) 976 sf 20% TOTAL 4808 sf

M2 E2 M2 E2 FABRIC AWNING BY OTHERS, TYP T/Tower E2 M2 E4 E4 M2 E2 B1 E2 M2 134’-0” LIGHT BOX T/ Parapet B1 LIGHT BOX 127’-0” T/Screen B2 124’-0” E2

WALL SCONCE, TYP ST2 SF2 T/Storefront 113’-0”

B1 ST2 SF2 B SMALL SHOPS - WEST ELEVATION TENANT SIGNAGE ST2 SF2 A SMALL SHOPS - SOUTH ELEVATION SCALE: 1/8”=1’-0” BY OTHERS SCALE: 1/8”=1’-0” TOTAL FACADE MATERIAL QUANTITIES- SMALL SHOPS FABRIC AWNING BY OTHERS BRICK AND CAST STONE 1796 sf 32.5% SPLIT FACE 1427 sf 26% CMP/METAL/ALPOLIC 140 sf 2.5% GLASS 639 sf 11.5% C EIFS (30% mAX ALLOWED) 1521 sf 27.5% TOTAL 5522 sf EXTERIOR FINISH LEGEND FACE BRICK METAL PANEL D B1 MANF: BELDEN COLOR: GRAY 8520 M1 MANF: REYNOBOND COLOR: PLATINUM FACE BRICK METAL PANEL B2 MANF: BELDEN COLOR: SUNBURST BLEND C216 M2 MANF: REYNOBOND COLOR: CHARCOAL CULTURED STONE MANF: OWENS CORNING METAL PANEL CS1 COLOR: WISCONSIN WEATHER LEDGESTONE CSV2091 M3 MANF: ?? COLOR: ?? SPLIT FACE BLOCK E1 EIFS B MANF: DRYVIT COLOR: TWILIGHT GRAY 627A SF1 MANF: ECHELON CORDOVA STONE COLOR: GRAPHITE SPLIT FACE BLOCK EIFS SF2 E2 MANF: DRYVIT COLOR: STEPH’S MOOD 463A MANF: ECHELON CORDOVA STONE COLOR: MOUNTAIN BLEND A TOTAL FACADE MATERIAL QUANTITIES- TOTAL PROJECT EIFS CAST STONE BRICK AND CAST STONE 4895.5 sf 30.1% E3 MANF: DRYVIT COLOR: COFFEE MILK 399 ST1 MANF: READINGROCK ROCKCAST COLOR: BUFF STONE SPLIT FACE 4518 sf 27.9% CMP/METAL/ALPOLIC 1915.1 sf 11.8% EIFS CAST STONE GLASS 2082 sf 12.8% E4 MANF: DRYVIT COLOR: BRONZE TAN 419A ST2 MANF: READINGROCK ROCKCAST COLOR: CREME BUFF EIFS (30% mAX ALLOWED) 2813.5 sf 17.4% CAST STONE TOTAL 16203.1 sf ST3 MANF: READINGROCK ROCKCAST COLOR: TAN 2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. KEY PLAN N> BROOKFIELD SQUARE SK-8 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 T/SIGN ARM T/PORTAL M2 121’-0” 120’-0” ST2 M2

T/OPENING TOTAL FACADE MATERIAL QUANTITIES- SEARS PORTAL 112’-0” BRICK AND CAST STONE 1100 sf 45% SPLIT FACE 1054 sf 43% CMP/METAL/ALPOLIC 314 sf 12% TOTAL 2468 sf

CS1 T/Slab CS1 T/Slab TENANT SIGNAGE BY OTHERS 100’-0” 100’-0” LIGHT BOX G SEARS PORTAL SCALE: 1/4”=1’-0” F SEARS & MALL MONUMENT SIGN E SEARS & MALL MONUMENT SIGN M2 T/Tower SCALE: 1/4”=1’-0” SCALE: 1/4”=1’-0” M3 155’-6” TOTAL FACADE MATERIAL QUANTITIES- SEARS SIGN BRICK AND CAST STONE 296 sf 65% E3 CMP/METAL/ALPOLIC 162.6 sf 35% LIGHT BOX TOTAL 458.6 sf E1 T/Tower

ST3 144’-0” TOTAL FACADE MATERIAL QUANTITIES- ENTRY SPLIT FACE 116 sf 15% TENANT SIGNAGE BY OTHERS CMP/METAL/ALPOLIC 211 sf 27% EXISTING GLASS 462 sf 58% CONCRETE TOTAL 789 sf TO BE PAINTED

B SK9 T/Existing Mall Roof SF1 M2 119’-10” CS1

CS1 WALL SCONCE, TYP WALL SCONCE, TYP ST3 M2

T/Slab 100’-0” D MARCUS TOWER - SOUTH ELEVATION C MARCUS TOWER - EAST ELEVATION B ENTRY - SECTION A ENTRY - SOUTH ELEVATION SCALE: 1/8”=1’-0” SCALE: 1/8”=1’-0” SCALE: 1/8”=1’-0” SCALE: 1/8”=1’-0”

TOTAL FACADE MATERIAL QUANTITIES- MARCUS TOWER BRICK AND CAST STONE 115.5 sf 5% SPLIT FACE 166 sf 8% EXTERIOR FINISH LEGEND CMP/METAL/ALPOLIC 797.5 sf 37% METAL PANEL GLASS 762 sf 35% B1 FACE BRICK M1 EIFS (30% mAX ALLOWED) 316.5 sf 15% MANF: BELDEN COLOR: GRAY 8520 MANF: REYNOBOND COLOR: PLATINUM TOTAL 2157.5 sf FACE BRICK METAL PANEL B2 MANF: BELDEN COLOR: SUNBURST BLEND C216 M2 MANF: REYNOBOND COLOR: CHARCOAL METAL PANEL CS1 CULTURED STONE M3 A MATCH EXISTING MANF: ?? COLOR: ?? F SPLIT FACE BLOCK E1 EIFS SF1 MANF: DRYVIT COLOR: TWILIGHT GRAY 627A MANF: ECHELON CORDOVA STONE COLOR: GRAPHITE E EIFS SPLIT FACE BLOCK E2 MANF: DRYVIT COLOR: STEPH’S MOOD 463A SF2 MANF: ECHELON CORDOVA STONE COLOR: MOUNTAIN BLEND TOTAL FACADE MATERIAL QUANTITIES- TOTAL PROJECT EIFS CAST STONE BRICK AND CAST STONE 4895.5 sf 30.1% E3 MANF: DRYVIT COLOR: COFFEE MILK 399 ST1 MANF: READINGROCK ROCKCAST COLOR: BUFF STONE SPLIT FACE 4518 sf 27.9% CMP/METAL/ALPOLIC 1915.1 sf 11.8% EIFS CAST STONE C GLASS 2082 sf 12.8% E4 MANF: DRYVIT COLOR: BRONZE TAN 419A ST2 MANF: READINGROCK ROCKCAST COLOR: CREME BUFF EIFS (30% mAX ALLOWED) 2813.5 sf 17.4% CAST STONE ST3 TOTAL 16203.1 sf MANF: READINGROCK ROCKCAST COLOR: TAN D G 2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. KEY PLAN N> BROOKFIELD SQUARE SK-9 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. AERIAL PERSPECTIVE SOUTHEAST BROOKFIELD SQUARE SK-10 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. AERIAL PERSPECTIVE SOUTH BROOKFIELD SQUARE SK-11 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. AERIAL PERSPECTIVE SOUTHWEST BROOKFIELD SQUARE SK-12 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. AERIAL PERSPECTIVE WEST BROOKFIELD SQUARE SK-13 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. PERSPECTIVE BROOKFIELD SQUARE SK-14 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. PERSPECTIVE BROOKFIELD SQUARE SK-15 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. PERSPECTIVE BROOKFIELD SQUARE SK-16 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. PERSPECTIVE BROOKFIELD SQUARE SK-17 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. PERSPECTIVE BROOKFIELD SQUARE SK-18 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. PERSPECTIVE BROOKFIELD SQUARE SK-19 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 M-1 Reynobond- Platinum M-2 Reynobond - Charcaol M-3 Metal Panel, Match Marcus ST-1 ReadingRock - Rockcast ST-2 ReadingRock - Rockcast ST-3 ReadingRock - Rockcast Buffstone Creme Buff Charlotte Tan

SF-1 Echelon Cordova Stone SF-2 Echelon Cordova Stone CS-1 Owens Corning Wisconsin B-1 Belden Brick Gray 8520 B-2 Belden Brick Sunburst Blend C216 Graphite Mountain Blend Weather Ledgestone CSV-2091

E-1 Dryvit 627A Twilight Gray E-2 Dryvit 463A Steph’s Mood E-3 Dryvit 399 Coffee Milk E-4 Dryvit 419A Bronze Tan

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. MATERIAL PALETTE BROOKFIELD SQUARE SK-20 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 C-1 Typical Grey C-2 Internal Colored C-3 Internal Colored Concrete Scofield - French Gray Scofield - Charcoal

TR-1 Exterior Trash Can Style and Color to Match Existing

+/- 40’-0” STRUCTURAL BAY +/- 30’-0” FROST SLAB LP-1 Light Pole PL-1 Exterior Planter Style & Color to Match Existing Wesnic Boca, Color: Silver Hammer, Finish: Textured

5’-0” FROST SLAB

EQUAL C-1GRAY CONCRETE

EQUAL C-1GRAY CONCRETE, STAMPED TEXTURED

EQUAL C-3 CHARCOAL CONCRETE BN-1 Exterior Bench Wesnic Garmisch, 5’-0” Powder Coat to Match Existing C-2 FRENCH GRAY CONCRETE 6” CURB

10’-0” 30’-0” AMENITY ZONE 10’-0” LIGHT POLE, BENCHES, TRASH, PLANTER

TYPICAL SIDEWALK HARDSCAPE KEY PLAN N>

2016 © All ideas, arrangements, and plans indicated or represented by the above drawings are property of ka, Inc. and were created for the sole use in connection with the specified project. No part of the drawings, arrangements, or ideas therein shall be duplicated or used in whole or part for any other purpose whatsoever without the expressed written permission of ka, Inc. AERIAL PERSPECTIVE SOUTH PLAZA BROOKFIELD SQUARE SK-21 Brookfield, Wisconsin 12.11.2017 Planning Commission Design Package kainc.com ka # 17004-01 TYPE LL3 LINEAR GRAZER TO INTERNALLY ILLUMINATE LIGHT BOXES

COVE LIGHTING AT CORNICE

TYPE LL1 LUMINOUS WALL SCONCE TYPE PL1 LIGHT POLE

TYPE LL1 LUMINOUS WALL SCONCE TYPE ML17 ILLUMINATED BOLLARD TYPE LL2 SIGN LIGHT TYPE LL3 LINEAR GRAZER TO INTERNALLY ILLUMINATE LIGHT BOXES

public ledger building LSK-2017.11.01 600 chestnut street, suite 772 TYPE ML17 TYPE LL1 WALL SCONCE TYPE LL2 SIGN LIGHT TYPE LL3 LINEAR GRAZER TYPE PL1 LIGHT POLE BROOKFIELD SQUARE - SEARS REDEVELOPMENT philadelphia, pa 19106 ILLUMINATED SD LIGHTING CONCEPTS t 215 238 1644 BOLLARD www.thelightingpractice.com

REPORT OF THE DIRECTOR OF COMMUNITY DEVELOPMENT City Plan Commission December 11, 2017

Item 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**

Report:

1. This item documents the requirements for Brookfield Square Phase VIII construction and City incentives to CBL to assist in extraordinary costs associated with the redevelopment of the Sears parcel. 2. As previously described Phase VIII at Brookfield Square mall- includes redeveloping 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. There is a reference in the Development Agreement that CBL would raze the Sears TBA on the approximate 9 acre parcel and TID No. incentives would reimburse the cost. 3. In general terms, the Agreement follows most of the City’s standards for Agreements but includes a unique section called “”TID No. 3 Incentive and Guaranty”. In the interest of partnering with CBL on this major redevelopment the City would reimburse CBL upon receipt of documented costs, verification, as-builds, lien waivers, etc. These reimbursements fall into the following components (All dollar figures are preliminary) • Sanitary Sewer relocation /improvements $266,600 • Water main relocation $134,000 • Storm Sewer relocation $106,700 • Parking lot Reconstruction/Grading $1,356,879 • Department Store environmental cleanup $300,000 • Sears Dep’t Sore demo $2,265,064 • Sears TBD demo and equipment removal (for City) $170,000 • South Ring Road reconstruction $1,749,227(in part for City) • Moorland Road sidewalk $TBD • Soft costs and Contingency $TBD • These costs must be confirmed prior to the Agreement going to Council for approval and City staff is expecting documentation from CBL

4. There is one related item that must be completed prior to the Agreement going to Council.

Staff Report – Item 8 December 11, 2017 Page 1

• Sufficient progress must be made on the CBL to City Offer to Sell the approximate 9.5 acres such that both that document and the Agreement can be signed.

5. City staff has been directed to draft a companion document to this Agreement that extinguishes the previous tax incentive offer given to CBL for the Phase VII- Boston Store parking garage. This is represented in the next item on the agenda. 6. Typically, the Plan Commission does not receive a copy of the Agreements but we identify departures from our standard template. The information in the above staff report does this- in particular the TID incentive.

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 including pursing public- private partnerships that builds upon economic development principles, a recommendation is made to approve the Agreement, subject to:

1. Draft 8 of the document being reviewed by the City Attorney for approval. Mayor and Clerk sign after City Attorney approves.

2. The Agreement not being placed on a Council meeting agenda until the Mayor or his designee finds that satisfactory consensus has been reached between CBL and the City on the following matters:

• A Draft Offer to Sell of land from CBL to City for the conference center/hotel • The specific amounts for the project components of the TID No. 3 Incentive listed above have been evaluated by the City Engineer or others based upon documentation provided by CBL and specific amounts are ready to be inserted into the Agreement.

Staff Report – Item 8 December 11, 2017 Page 2

REPORT OF THE DIRECTOR OF COMMUNITY DEVELOPMENT City Plan Commission December 11, 2017

Item 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**

Report: 1. As previously described Phase VIII at Brookfield Square mall- includes redeveloping 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. There is a reference in the Development Agreement that CBL would raze the Sears TBA on the approximate 9 acre parcel and TID No. incentives would reimburse the cost.

2. City staff has been directed to draft a companion document to the Phase VIII Agreement that extinguishes the previous tax incentive offer given to CBL for the Phase VII- Boston Store parking garage. This item achieves that requirement.

The amendment Agreement not being placed on a Council meeting agenda until the Mayor or his designee finds that satisfactory consensus has been reached between CBL and the City on the following matters:

• A Draft Offer to Sell of land from CBL to City for the conference center/hotel • The specific amounts for the project components of the TID No. 3 Incentive listed in Item 8 have been evaluated by the City Engineer or others based upon documentation provided by CBL and specific amounts are ready to be inserted into the Agreement

Staff Report – Item 9 December 11, 2017 Page 1