PUBLIC BENEFITS AGREEMENT FOR FIRE STATION

THIS PUBLIC BENEFITS AGREEMENT FOR FIRE STATION (the "Agreement") is entered into as of this _ day of April , 2016, by and between BRICKELL CITY CENTRE PROJECT LLC, a Florida limited liability company, not individually but as Trustee under that certain Land Trust Agreement dated as of July 10, 2012, as modified, amended, restated and supplemented from time to time, and known as Land Trust No. BCC-2012 ("Swire" or "Developer"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Swire and the City together are referred to herein as the "Parties") or "parties".

RECITALS:

WHEREAS, the Developer has paid $577,848.61 in City fire impact fees associated with the first Phase of Brickell City Centre;

WHEREAS, the City has attempted to secure a location within the vicinity of the Project for the construction of a new fire station to meet the City's need to service the continued growth generated within its' jurisdictional boundaries; and

WHEREAS, the Developer has agreed to construct a Fire Station within the Project and to lease the Fire Station to the Fire Department, subject to the terms and conditions set forth in this Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the Developer and City agree as follows:

Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by reference. All exhibits to the Agreement are hereby deemed a part hereof.

Section 2. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement.

Section 3. Definitions. Capitalized terms which are defined herein (including the Recitals to this Agreement) shall have the meaning set forth below, and capitalized terms not specifically defined herein shall have the meaning given in the City'S Zoning Code, Miami 21.

"Agreement" means this Public Benefits Agreement for Fire Station between the City and Developer.

"Brickell City Centre Development Agreement" means that certain 11 Second Amended and Restated Development Agreement between the City of Miami, Florida and Brickell City Centre Project LLC and 700 Brickell City Centre LLC, regarding Development of the Brickell City Centre Project" approved by the City of Miami Commission on March 27,2014 and recorded at ORB: 29314, PG: 825-851.

{37940262;5} "Brickell City Centre Special Area Plan" means that certain Special Area Plan designation approved for Brickell City Centre by the City of Miami Commission on March 27, 2014, and including specifically the Regulating Plan, Design Guidelines and the Brickell City Centre Development Agreement.

"City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies, and instrumentalities subject to the jurisdiction thereof.

"County" means Miami-Dade County, a political subdivision of the State of Florida.

"Collective Ownership Structure" has the meaning set forth in Section 13 below.

"Developer" means the person or entities undertaking the development of the Project, defined in the preamble to this Agreement as Brickell City Centre Project LLC, a Florida limited liability company, as Trustee under that certain Land Trust Agreement dated as of July 10, 2012, as modified, amended, restated and supplemented from time to time, and known as Land Trust No. BCC-2012, its successors and assigns.

"Effective Date" is the date of recordation of the executed version of this Agreement.

"Existing Zoning" has the meaning set forth in the Brickell City Centre Development Agreement, which is incorporated by reference herein.

"Fire Department" shall mean the City of Miami Fire Department.

"Fire Station" shall mean a separately metered shell space, exclusive of interior build­ out and finishes, for a 6,500 square foot fire station within the Project, for the exclusive use of the Fire Department. The Fire Station includes four (4) reserved, assigned and dedicated parking spaces, and four (4) unreserved parking spaces.

"Impact Fees" shall mean a fee imposed by any local govemment or agency based upon the new development's proportionate share of the average cost of new development including impact fees imposed by Miami-Dade County, the City of Miami and the Miami~Dade County Public Schools System. The Fire-rescue impact fee schedule ("Fire - Rescue Impact Fee") set forth in Sec. 13-10, City Code is one of the various components of the "City of Miami development impact fee ordinance." Chapter 13, Article 1, City Code.

"Project" shall mean that portion of Brickell City Centre located between SE 5th Street th and SE 6 Street and between South Miami Avenue and SE 1st Avenue, referred to as the N2 block of Brickell City Centre as approved by the City of Miami Commission on March 28, 2013.

"Teo" shall mean a Temporary Certificate of Occupancy.

Section 4. Intent. It is the intent of the Developer and the City that this Agreement shall be construed and implemented as an Agreement entered into in furtherance of the Brickell City

{3 7940262;5} 2

City Hall City of Miami 3500 Pan American Drive Miami, FL 33133 Certified Copy www.miamigov.com

File Number: 1l-00380ap2 Enactment Number: 13440

AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING WITH CONDITIONS, AN AMENDMENT TO THE PREVIOUSLY-APPROVED "BRICKELL CITY CENTRE" SPECIAL AREA PLAN ("BCC SAP") PURSUANT TO ARTICLE 3, SECTION 3.9 AND ARTICLE 7, SECTION 7.1.2.8 OF THE MIAMI 21 CODE, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY ADDING ADDITIONAL PROPERTIES GENERALLY LOCATED IN THE EASTERN PORTION OF THE BLOCK BOUNDED BY SOUTHEAST 7TH STREET ON THE NORTH, SOUTHEAST 8TH STREET ON THE SOUTH, THE 8TH STREET METRO MOVER STATION RIGHT-OF-WAY ON THE WEST, AND BRICKELL AVENUE ON THE EAST, MIAMI, FLORIDA; MORE SPECIFICALLY DESCRIBED IN EXHIBIT "A"; THE ADDITIONAL EASTERN PORTION OF THE BLOCK COMBINES WITH THE ORIGINALLY-APPROVED "BCC PLAZA" TO CREATE THE "ONE BCC" BLOCK; THE AMENDMENT PROPOSES: A) ADDING APPROXIMATELY 67,620 SQUARE FEET (1.55 ACRES) OF LOT AREA FOR A TOTAL COMBINED LOT AREA OF 503,948 SQUARE FEET (11.57 ACRES); B) INCREASING THE RETAIL! ENTERTAINMENT AREA BY 58,307 SQUARE FEET FOR A TOTAL OF 723,575 SQUARE FEET; C) INCREASING THE OFFICE SPACE BY 36,333 SQUARE FEET FOR A TOTAL OF 961,400 SQUARE FEET; D) INCREASING THE RESIDENTIAL COMPONENT BY 256 UNITS FOR A TOTAL OF 1,400 UNITS; E) INCREASING HOTEL KEYS BY 120 FORA TOTAL OF 385 KEYS; AND F) INCREASING THE PARKING SPACES ABOVE GROUND AND BELOW GRADE BY 308 SPACES FOR A TOTAL OF 5,057 SPACES. THE SQUARE FOOTAGES ABOVE ARE APPROXIMATE AND MAY INCREASE OR DECREASE AT TIME OF BUILDING PERMIT NOT TO EXCEED A TOTAL OF 9,071,064 SQUARE FEET OF FLOOR AREA OR LESS THAN 25,197 SQUARE FEET OF CIVIC SPACE OR NOT LESS THAN 50,395 SQUARE FEET OF OPEN SPACE; FURTHERMORE, AMENDING THE ZONING ATLAS OF ORDINANCE NO 13114, BY CHANGING THE ZONING CLASSIFICATION OF THE ADDITIONAL SELECTED PROPERTY FROM "T6-48A-O" URBAN CORE ZONE AND "T6-48B-O" URBAN CORE ZONE TO "T6-48B-O" URBAN CORE ZONE; MAKING FINDINGS OF FACT AND STATING CONCLUSIONS OF LAW; PROVIDING FOR BINDING EFFECT; CONTAINING A SEVERABILITY CLAUSE AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the original "Brickell CitiCentre" is a 9.038 acres Special Area Plan ("SAP"), pursuant to Article 3, Section 3.9 of the Miami 21 Code, the Zoning Ordinance of the City of Miami, Florida, ("Zoning Ordinance"), generally bound by Brickell Avenue to the East, Southwest 1st Avenue to the West, Southeast 6th Street to the North and Southwest 8th Street to the South, Miami, Florida: and

WHEREAS, the applicant amended the SAP by renaming the project from "BRICKELL CITICENTRE" to "BRICKELL CITYCENTRE SAP"; and

City ofMiami Page 1 of6 13440 File Number: 1l-00380ap2 Enactment Number: 13440

WHEREAS, the applicant amended the Special Area Plan SAP, its Regulating Plan and Design Guidelines by adding 0.98 acres of abutting parcels to include in the Brickell CityCentre SAP project, located adjacent and north of the existing SAP and bounded by Southeast 5th Street, Southeast 1st Avenue, Southeast 5th Street, and South Miami Avenue, Miami Florida, and resulting in a total of 10.01 acres; and

WHEREAS, the applicant wishes to further amend the Special Area Plan, its Regulating Plan and Design Guidelines by adding an additional 1.55 acres to the Brickell CityCentre SAP project, generally located adjacent and east of the existing SAP and bounded by Southeast 7th Street on the North, Southeast 8th Street on the South, the 8th Street Metro Mover Right-of Way to the West, and Brickell Avenue on the East, Miami Florida, and fUrther described in "Exhibit A" herein, resulting in a total of 11.57 acres; and

WHEREAS, the "Brickell CityCentre" SAP project integrates public improvements and infrastructure while providing greater flexibility resulting in higher or specialized quality building and streetscape design; and

WHEREAS, projects such as this are critically important to the economic revitalization and enhancement of the City of Miami Downtown area; and

WHEREAS, the expanded "Brickell CityCentre" SAP will benefit the area by creating residential units, hotel rooms, and commercial uses promoting its interaction with the adjacent areas, Brickell, Miami River and Downtown; and

WHEREAS, the Miami Planning, Zoning and Appeals Board, at its meeting on January 15, 2014, following an advertised public hearing, adopted Resolution No. PZAB-R-14-001 by a vote of nine to zero (9-0), item no. 5, recommending APPROVAL with conditions of the amended SAP as set forth; and

WHEREAS, revisions to the Public Benefits Section of the Regulating Plan, have been codified in Appendix E of Miami 21 as described in Exhibit "F", attached and incorporated; and

WHEREAS, the City Commission, after careful consideration of this matter, deems it advisable and in the best interest of the general welfare of the City of Miami and its citizens to amend its Zoning Ordinance as hereinafter set forth;

NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:

Section 1. The recitals and findings contained in the Preamble to this Ordinance are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.

Section 2. The amended SAP, its Regulating Plan and Design Guidelines attached hereto, is approved subject to the conditions specified herein, and with the Zoning Ordinance.

Section 3. The findings of fact set forth below are made with respect to the amended SAP: a. The amended SAP is consistent with the adopted Miami Comprehensive Neighborhood Plan, as amended. b. The development proposed in the amended SAP is expected to generate recurring fiscal benefits of approximately $5.3 million in ad valorem taxes for both the city's general fund and debt service, as well as $300,000 annually to the DDA. Approximately 2,375 permanent jobs

City of Miami Page 2 of6 13440 File Number: 1l-00380ap2 Enactment Number: 13440

will be created with $200 million paid for construction labor. This is equivalent to 3,447 man-years of construction work at the average annual pay rate of a construction worker in Miami-Dade County, which is $58,800 per year. c. The City Commission further finds that: (1) The SAP will have a favorable impact on the economy of the City; (2) The SAP will efficiently use public transportation facilities; (3) Any potentially adverse effects of the development will be mitigated through compliance with the conditions of this SAP; (4) The SAP will efficiently use necessary public facilities; (5) The SAP will not negatively impact the environment and natural resources of the City; (6) The SAP will not adversely affect living conditions in the neighborhood; (7) The SAP will not adversely affect public safety; (8) Based on the record presented and evidence presented, the public welfare will be served by the SAP; (9) Any potentially adverse effects arising from this development not limited to safety and security, fire protection, solid waste, heritage conservation and trees will be mitigated through compliance with the conditions of this SAP.

Section 4. The SAP, inclusive of all exhibits, in particular, Exhibit "B", the Amended Concept Book, Exhibit "c" the Amended Regulating Plan, Exhibit "D" Amended Development Program Spreadsheet, Exhibit "E" the Amended Development Agreement, as approved, shall be binding upon the Applicant and any successors in interest.

Section 5. The amended application for SAP, which was submitted on November 22,2013, and on file with the Hearing Boards Section of the Planning and Zoning Department, shall be relied upon generally for administrative interpretations and is incorporated by reference.

Section 6. The City Manager is directed to instruct the Planning and Zoning Director to transmit a copy of this Ordinance and attachments to the Applicant upon final approval.

Section 7. The Findings of Fact and Conclusions of Law are made with respect to the amended SAP as described herein and in documents incorporated hereto.

Section 8. The amended SAP for the "Brickell CityCentre" is granted and approved.

Section 9. In the event that any portion or section of this Ordinance or the amended SAP is determined to be invalid, illegal, or unconstitutional by a court or agency of competent jurisdiction, such decision shall in no manner affect the remaining portions of this Ordinance or amended SAP which shall remain in full force and effect.

Section 10. The provisions for this amended SAP, as approved, shall commence and become operative thirty (30) days after the final adoption of the Ordinance.

Section 11. This Ordinance shall become effective immediately upon its final adoption and signature of the Mayor, following any applicable appeal period. {1}

Section 12. The Zoning Ordinance is hereby amended by adding "Appendix E: AMENDED BRICKELL CITYCENTRE SAP" to said Ordinance, as follows:

APPENDIX E: AMENDED "BRICKELL CITYCENTRE SAP"

City ofMiami Page 3 of6 13440 File Number: 1l-00380ap2 Enactment Number: 13440

CONDITIONS:

Based on analysis and findings, the Planning and Zoning Department recommends approval of the amended "Brickell CityCentre" SAP with the following conditions:

1) Meet all applicable building codes, land development regulations, ordinances and other laws and pay all applicable fees due prior to the issuance of any building permit.

2) Allow the Miami Police Department to conduct a security survey at the appropriate time, of "One BCC", at the Department's discretion, and to make recommendations concerning security measures and systems; further submit a report to the Planning and Zoning Department, prior to commencement of construction, demonstrating how the Police Department recommendations, if any, have been incorporated into the SAP, as amended, security and construction plans, or demonstrate to the Planning and Zoning Director why such recommendations are impractical.

3) Obtain approval from, or provide a letter from the Department of Fire-Rescue indicating applicant's coordination wlth members of the Fire Plan Review Section at the Department of Fire-Rescue in review of One BCC, owner responsibility, building development process and review procedures, as well as specific requirements for fire protection and life safety systems, exiting, vehicular access and water supply.

4) Obtain approval from, or provide a letter of assurance from the Department of Solid Waste that "One BCC", now included in the SAP have addressed all concerns of the said Department prior to the obtaining a shell permit.

5) Comply with the Minority Participation and Employment Plan (including a Contractor/Subcontractor Participation Plan) submitted to the City as part of the Application for Development Approval, with the understanding that the Applicant must use its best efforts to follow the provisions of the City's Minority/Women Business Affairs and Procurement Program as a guide, as applicable.

6) Record the following in the Public Records of Miami-Dade County, Florida, prior to the issuance of any building permit:

a. Declaration of Covenants and Restrictions for "One BCC", providing that the ownership, operation and maintenance of all common areas and facilities will be by the property owner or a mandatory property owner association in perpetuity; and

b. Record in the Public Records a Unity of Title or a covenant in lieu of a Unity of Title, if applicable, subject to the review and approval of the City Attorney's Office.

7) Prior to the issuance of a shell permit, provide the Planning and Zoning Department with a recorded copy of the documents mentioned in condition number 6 above.

8) Provide the Planning and Zoning Department with an amended temporary construction plan, inclusive of "One BCC", which contains the following:

a. Temporary construction parking plan, with an enforcement policy;

b. Construction noise management plan with an enforcement policy; and

c. Maintenance plan for the temporary construction site; said plan shall be subject to the review

City ofMiami Page 4 of6 13440 File Number: 11~00380ap2 Enactment Number: 13440 and approval by the Planning and Zoning Department prior to the issuance of any building permits and shall be enforced during construction activity. All construction activity shall remain in full compliance with the provisions of the submitted construction plan or other agreements and permits as applicable; failure to comply may lead to a suspension or revocation of this SAP.

9) Prior to the issuance of any building permit, the applicant shall provide the Planning and Zoning Department for review and approval:

a. Environmental Impact Statement for amended SAP site, inclusive of "One BCC".

b. Sufficiency Letter from the City of Miami, Office of Transportation for SAP site, inclusive of "One BCC",

c. Final determination of Public School Concurrency and Capacity Reservation for all residential development within the SAP, inclusive of "One BCC".

d. Conservation Assessment Report (project location is within an high Archeological Probability Zone)

e. Applicants shall work with City staff (Department of Capital Improvements, CIP) to identify a solution for potential conflicts that may arise between the proposed development of "One BCC" and the implementation / completion of the Greenway project on Southeast 5th Street.

f. Prior to final approval of this amendment, the applicants shall work with City staff (Office of Transportation) to review alternatives addressing traffic flow throughout Brickell Avenue.

10) The "Brickell CityCentre" SAP includes a Development Review Process which addresses the build out of the individual projects as identified in the Regulating Plan.

11) If the project is to be developed in phases and/or individual specific projects, the Applicant shall submit an interim plan, including a landscape plan, which addresses design details for the land occupying future phases of this Project in the event that the future phases are not developed, said plan shall include a proposed timetable and shall be subject to review and approval by the Planning and Zoning Director.

12) The applicant shall meet conditions identified in this Ordinance, the "Brickell CityCentre" SAP and all applicable regulations from local, state and federal agencies.

13) The proposed SAP, inclusive of "One BCC", is located within the Downtown Development of Regional Impact (DDRI) area. DDRI fees will be calculated based on final program. DDRI credits for "One BCC" may be reserved upon approval of this amendment; but without exception, all fees must be paid prior to the issuance of any building permit.

14) Within 90 days of the effective date of this Ordinance, record a certified copy of the amended Development Agreement specifying that the Development Agreement runs with the land and is binding on the Applicant, its successors, and assigns, jointly or severally.

CONCLUSIONS OF LAW:

The amended "Brickell CityCentre" SAP, as approved complies with the Miami Comprehensive Neighborhood Plan as amended, is consistent with the orderly development and goals of the City of

City ofMiami Page 5 of6 13440 File Number: 1l-00380ap2 Enactment Number: 13440

Miami, and complies with local land development regulations pursuant to the Zoning Ordinance Code.

The proposed development does not unreasonably interfere with the achievement of the objectives of the adopted State Land Development Plan applicable to the City of Miami.

Date: FEBRUARY 27. 2014 Mover: COMMISSIONER SARNOFF Seconder: COMMISSIONER CAROLLO Vote: AYES: 4 - COMMISSIONER(S) GORT, SARNOFF, CAROLLO AND HARDEMON ABSENT: 1 - COMMISSIONER(S) SUAREZ Action: PASSED ON FIRST READING

Date: MARCH 27. 2014 Mover: COMMISSIONER SARNOFF Seconder: COMMISSIONER SUAREZ Vote: AYES: 3 - COMMISSIONER(S) SARNOFF, SUAREZ AND HARDEMON ABSENT: 2 - COMMISSIONER(S) GORT AND CAROLLO Action: ADOPTED WITH MODIFICATIONS

Date: APRIL 3.2014 Action: SIGNED BY THE MAYOR

I, Todd B. Hannon, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Ordinance No. 13440, with attachments, passed by the City Commission on 3/27/2014.

May 12,2016

c ty Clerk, Deputy Clerk (for Todd B. Hannon, Date Certified City Clerk)

1} This Ordinance shall become effective as specified herein unless vetoed by the Mayor within ten days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later.

City ofMiami Page 60f6 13440 City Hall City of Miami 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Master Report

Enactment Number: 13440

File Number: 1l-00380ap2 File Type: Ordinance Status: Passed Version: 4 Reference: Controlling Body: Office of the City Clerk File Name: Special Area Plan - Brickell City Centre 2nd Amendment Introduced: 11122/2013 Requester: Cost: Final Action: 3/27/2014

Title: AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING WITH CONDITIONS, AN AMENDMENT TO THE PREVIOUSLY-APPROVED "BRICKELL CITY CENTRE" SPECIAL AREA PLAN ("BCC SAP") PURSUANT TO ARTICLE 3, SECTION 3.9 AND ARTICLE 7, SECTION 7.1.2.8 OF THE MIAMI 21 CODE, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY ADDING ADDITIONAL PROPERTIES GENERALLY LOCATED IN THE EASTERN PORTION OF THE BLOCK BOUNDED BY SOUTHEAST 7TH STREET ON THE NORTH, SOUTHEAST 8TH STREET ON THE SOUTH, THE 8TH STREET METRO MOVER STATION RIGHT-OF-WAY ON THE WEST, AND BRICKELL AVENUE ON THE EAST, MIAMI, FLORIDA; MORE SPECIFICALLY DESCRIBED IN EXHIBIT "A"; THE ADDITIONAL EASTERN PORTION OF THE BLOCK COMBINES WITH THE ORIGINALLY-APPROVED "BCC PLAZA" TO CREATE THE "ONE BCC" BLOCK; THE AMENDMENT PROPOSES: A) ADDING APPROXIMATELY 67,620 SQUARE FEET (1.55 ACRES) OF LOT AREA FOR A TOTAL COMBINED LOT AREA OF 503,948 SQUARE FEET (11.57 ACRES); B) INCREASING THE RETAIL / ENTERTAINMENT AREA BY 58,307 SQUARE FEET FOR A TOTAL OF 723,575 SQUARE FEET; C) INCREASING THE OFFICE SPACE BY 36,333 SQUARE FEET FORA TOTAL OF 961,400 SQUARE FEET; D) INCREASING THE RESIDENTIAL COMPONENT BY 256 UNITS FORA TOTAL OF 1,400 UNITS; E) INCREASING HOTEL KEYS BY 120 FORA TOTAL OF 385 KEYS; AND F) INCREASING THE PARKING SPACES ABOVE GROUND AND BELOW GRADE BY 308 SPACES FOR A TOTAL OF 5,057 SPACES. THE SQUARE FOOTAGES ABOVE ARE APPROXIMATE AND MAY INCREASE OR DECREASE AT TIME OF BUILDING PERMIT NOT TO EXCEED A TOTAL OF 9,071,064 SQUARE FEET OF FLOOR AREA OR LESS THAN 25,197 SQUARE FEET OF CIVIC SPACE OR NOT LESS THAN 50,395 SQUARE FEET OF OPEN SPACE; FURTHERMORE, AMENDING THE ZONING ATLAS OF ORDINANCE NO 13114, BY CHANGING THE ZONING CLASSIFICATION OF THE ADDITIONAL SELECTED PROPERTY FROM "T6-48A-0" URBAN CORE ZONE AND "T6-48B-0" URBAN CORE ZONE TO "T6-48B-0" URBAN CORE ZONE; MAKING FINDINGS OF FACT AND STATING CONCLUSIONS OF LAW; PROVIDING FOR BINDING EFFECT; CONTAINING A SEVERABILITY CLAUSE AND PROVIDING FORAN EFFECTIVE DATE. Sponsors:

Notes:

Indexes: Attachments: 1l-00380ap2 PZAB 01-15-14 Supporting Documents.pdf,1l-00380ap2 PZAB 01-15-14 Binder­ SAP.pdf, 11-00380ap2 CC 02-27-14 FR Fact Sheet.pdf,11-00380ap2 CC 02-27-14 FR Exhibit C.pdf,11-00380ap2 CC Legislation (Version 2).pdf,1l-00380ap2 CC 02-27-14 FR BCC SAP Binder.pdf,1l-00380ap2 CC 03-27-14 SR Fact Sheet.pdf,1l-00380ap2 Analysis, Maps, Sch. Brd. Cone., PZAB Reso.pdf, 11-003 80ap2 CC Legislation (Version 3).pdf, 11-003 80ap2 Exhibit A.pdf, 11-003 80ap2 Exhibit B.pdf,11-00380ap2 Exhibit C.pdf, 11-00380ap2 Exhibit D.pdf, 11-00380ap2 Exhibit E.pdf, 11-003 80ap2 Exhibit F .pdf, 11-003 80ap2-Submittal-Neisen Kasdin-Modifications Proposed.pdf,

City ofMiami Page 1 Printed on 51/212016 City Hall City of Miami 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Master Report

Enactment Number: 13440

History of Legislative File

Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result:

Planning, Zoning and 1115/2014 Recommended Pass Appeals Board Approval with Conditions 2 Office of the City 2/26/2014 Review Pending Attorney 2 City Commission 2/27/2014 PASSED ON FIRST Pass READING

3 Office of the City 3/26/2014 Reviewed and Attorney Approved 4 City Commission 3/27/2014 ADOPTED WITH Pass MODIFICATIONS 4 Office of the Mayor 4/3/2014 Signed by the Mayor Office of the City Clerk

4 Office of the City Clerk 4/3/2014 Signed and Attested by City Clerk 4 Office of the City 8/5/2015 Reviewed and Attorney Approved Action Note: MODIFICATIONS MADE BY ADDING EXHIBIT F

City ofMiami Page 2 Printed on 511212016 EXHIBIT A

Subject Property Addresses, Folios & Legal Description

Addresses

700 Brickell Avenue 710 Brickell Avenue 799 Brickell Plaza 36 SE 7th Street

01~021 0-030-131 0 01-0210-030-1180 01-0210-030-1230 01-0210-030-1250

Legal Description

Lot 1, Less the Easterly 5 feet thereof, Block 106A, of MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", Page 113, of the Public Records of Miami-Dade County, Florida. TOGETHER WITH:

Lots 2, Less the Easterly 5 feet thereof, and all of Lots 3, 4, 12, 13, Block 106A, of MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", Page 113, of the Public Records of Miami-Dade County, Florida. TOGETHER WITH:

Lots 14 and 15, of Block 106A, of MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", Page 113, of the Public Records of Miami-Dade County, Florida;

LESS AND EXCEPT therefrom that part thereof conveyed to the City of Miami for street and sidewalk purpose pursuant to that Warranty Deed recorded in Official Records Book 1790, Page 604, of the Public Records of Miami-Dade County, Florida, and being more particularly therein described as follows: Beginning at the Northeasterly corner of Lot 15, Block 106A, of the AMENDED MAP OF BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", at Page 113, of the Public Records of Miami-Dade County, Florida; thence run Southwardly along the Easterly line of Lots 15 and 14 of said Block 106A for a distance of 138 feet, more or less, to the Southeasterly corner of said Lot 14;

{27440937; 1 } thence run Westwardly along the Southerly line of said Lot 14 for a distance of 30 feet to a point; thence run Eastwardly, Northeastwardly and Northwardly along the arc of a curve to the left, having a radius of 25 feet, through a central angle of 89°59'50" with an arc distance of 39.27 feet to a point of tangency; thence run Northwardly along a line 5 feet West of and parallel with the Easterly line of said Lots 14 and 15 for a distance of 113 feet to a point of intersection with the Northerly line of said Lot 15; thence run Easterly along the Northerly line of said Lot 15 for a distance of 5 feet to the Point of Beginning.

Said lands situate, lying and being in Miami-Dade County, Florida. AND TOGETHER WITH:

Lots 5, 6, 8, 8 112, 9, 10 and 11, Block 106A, "AMENDED MAP OF BRICKELLS ADDITION TO THE MAP OF MIAMI", according to the Plat thereof as recorded in Plat Book "B", Page 113 of the Public Records of Dade County, Florida, LESS therefrom a portion of the South 1 0 feet of said Lot 9 (as deeded to the City of Miami in Official Records Book 10551, Page 1004, of the Public Records of Dade County, Florida), said portion being more particularly described as follows:

BEGINNING at the most Southwesterly corner of said Lot 9, said point of beginning being also on the North Right-of-Way Line of S.B. 8th Street; thence, along the West Line of said Lot 9, N.0007'30"E. for 10.00 feet to its intersection with the North Base Building Line of said S.E. 8th Street; thence, along said Base Building Line, East for 10.61 feet to its intersection with the Northwesterly extension of the South Line of Block 106A; thence, along said South Line of said Block 106A, S.74°39'31 "E. for 37.80 feet to a point on the Northerly Right-of-Way Line of said S.B. 8th Street; thence, along said Right-of-Way Line and along the South Line of said Lot 9, West for 47.08 feet to the POINT of BEGINNING.

{27440937; I} Exhibit "B" (to 11-00380ap2)

Amended Concept Book

(Please see Tab C2 of SAP Binder, pages 189 to 283)

MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

AMENDMENTS TO MIAMI 21 ORDINANCE DATE APPROVED DESCRIPTION LEGISLATIVE ID 13279 7/28/2011 Special Area Plan for Brickell CitiCentre 1l-00380ap I 13369~ 3/28/2013~ Special Area Plan Amendment for 1l-00380apl+IID Brickell City Centre to add N2 block TBD TBD SQecial Area Plan Amendment for 11-00380ap2 Brickell City Centre to add One BCe block

{27293961 ;3) MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

SAP BRICKELL CITY CENTRE

The Brickell City Centre is a mixed-use project in the heart of Brickell situated on fivefe.Hf main parcels totaling approximately 11 Sl-G acres. The site is generally bounded by Brickell Avenue to the East, Southwest 1st Avenue to the West, Southeast 5th Street to the North and Southwest 8th Street to the South,. Miami, Florida, and further described in SAP-1.1.

SAP 1.1 Legal Description

Site 1: Brickell City Centre North

Subject Property Legal Description:

LOTS 1 THROUGH 6, THE WEST HALF OF LOT 7, AND LOTS 9-14, BLOCK 107S, OF PATTERSON AND OLIVE SUBDIVISION, ACCORDING TO THE MAP OR PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.

LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY RIGHT-OF-WAY DEED RECORDS IN OFFICIAL RECORDS BOOK 26161, PAGE 1547, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA

Site 2: Brickell City Centre East

Subject Property Legal Description: PARCEL 1:

LOTS 1,2,3,4,5,6,7,8,9, 10, 11, 12, 13, 14, AND 15, IN BLOCK 106S, OF S.L. & J.B. PATTERSON AND IF. AND B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.

LESS:

THOSE PORTIONS OF LOTS 1,9,10,11,12,13,14, AND 15, BLOCK 106S, OF THE S.L. & lB. PATTERSON AND IF. AND B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT BOOK THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDE OF MIAMI-DADE COUNTY, FLORIDA, LYING IN SECTION 38, TOWNSHIP 54 SOUTH, RANGE 41 EAST, AND MORE P ARTICULARL Y DESCRIBED AS FOLLOWS:

BEGIN AT THE SOUTHWEST CORNER OF SAID LOT 9; THENCE RUN N02°16'51" W ALONG THE WESTERLY BOUNDARY OF SAID LOTS 9 AND 1, FOR A DISTANCE OF 299.90 FEET TO THE POINT OF INTERSECTION WITH THE NORTHERLY BOUNDARY OF SAID LOT 1; THENCE RUN N87°47'15" E ALONG SAID NORTHERLY BOUNDARY OF LOT 1 FOR A DISTANCE OF 30.03 FEET TO A POINT OF CUSP AND CURVATURE OF A CIRCULAR CURVE

(272 93961;3) 2 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

. CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 25.00 FEET AND A TANGENT BEARING OF S87°35'49" W; THENCE TURNING 180°, RUN WESTERLY, SOUTHWESTERLY AND SOUTHERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 90°04'06" FOR AN ARC LENGTH OF 39.30 FEET TO A POINT

OF TANGENCY ON A LINE THAT IS 5.00 FEET EASTERLY AND PARALLEL WITH THE WESTERLY BOUNDARY OF SAID LOTS 1 AND 9; THENCE RUN S02°16'51" E ALONG SAID LINE THAT IS 5.00 FEET EASTERLY AND PARALLEL TO SAID WESTERLY BOUNDARY OF LOTS 1 AND 9, FOR A DISTANCE OF 234.80 FEET TO THE POINT OF BEGINNING OF A CIRCULAR CURVE CONCAVB TO THE LEFT, THROUGH A CENTRAL ANGLE OF 90°07'20" FOR AN ARC DISTANCE OF 39.32 FEET TO THE POINT OF TANGENCY AND A POINT ON A LINE THAT IS 15.00 FEET NORTHERLY AND PARALLEL WITH THE SOUTHERLY BOUNDARY OF SAID LOTS 9, 10, 11, 12, 13, 14, AND 15; THENCE RUN N87°35'49" E ALONG SAID LINE THAT IS 15.00 FEET NORTHERLY AND PARALLEL TO THE SOUTHERLY BOUNDARY OF LOTS 9, 10, 11, 12, 13, 14, AND 15, FOR A DISTANCE OF 319.95 FEET TO A POINT ON THE EASTERLY BOUNDARY OF SAID LOT 15; THENCE RUN S02°16'51" E ALONG SAID EASTERLY BOUNDARY OF SAID LOT 15, FOR A DISTANCE OF 15.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 15; THENCE RUN S87°35'49" W ALONG SAID SOUTHERLY BOUNDARY OF LOTS 9, 10, 11, 12, 13, 14, AND 15, FORA DISTANCE OF 350.00 FEET TO THE POINT OF BEGINNING.

Site 3: Brickell City Centre West

SUBJECT PROPERTY LEGAL DESCRIPTION PARCEL I:

LOTS 1,2, 3 IN BLOCK S3S, OF AMENDED PLAT BOOK 38A AND THE NORTH 1/2 OF BLOCK 53S CITY OF MIAMI, ACCORDING TO PLAT THEREOF AS RECORDED IN PLAT BOOK 1, AT PAGE 74, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.

AND

LOTS 4,5,6,7,8,9,16,17,18,19,20,21,22,23, AND 24, IN BLOCK 53S, OF MAP OF MIAMI-DADE COUNTY, FLORIDA; LESS THE SOUTH 10 FEET OF THE WEST 55 FEET OF SAID LOT 22 AND LESS THE SOUTH 10.00 FEET OF SAID LOTS 16,17, 19,20, AND 21.

LESS:

THAT PORTION OF LOT 22, BLOCK 53S, OF THE MAP OF MIAMI-DADE COUNTY, FLORIDA, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PJ:-,AT BOOK B, AT PAGE 41, OF THE PUBLIC RECORDS OF MIAMJ-DADE

{27293961 ;3) 3 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

COUNTY, FLORlDA., AND BEING MORE PARTICULARLY DESCRlBED AS FOLLOWS:

BEGIN AT THE POINT OF INTERSECTION OF THE NORTHERLY RlGHT OF WAY LINE OF S.W. 8TH STREET WITH THE WESTERLY RlGHT OF WAY OF S. MIAMI AVENUE AS SHOWN ON THE FLORlDA DEP ARTMENT OF TRANSPORTATION RlGHT OF WAY MAPS FOR SECTION 87120-2513; THENCE RUN SOUTH 87°42'43" WEST ALONG SAID NORTHERLY RlGHT OF WAY LINE FOR A DISTANCE OF 25 FEET TO THE POINT OF BEGINNING OF A CIRCULAR CURVE CONCAVB TO THE NORTHWEST AND HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A TANGENT BEARING OF NORTH Sr42'43" EAST; THENCE RUN NORTHEASTERLY, NORTHERLY, AND NORTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 89°59'34" FOR A DISTANCE OF 39.27 FEET TO THE POINT OF TANGENCY AND A POINT OF SAID WESTERLY RlGHT OF WAY LINE; THENCE RUN SOUTH 02°16'51" EAST ALONG SAID WESTERLY RlGHT OF WAY LINE FOR A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING,

PER RlGHT OF WAY DEDICATION, RECORDED IN OFFICIAL RECORDS BOOK 12159, PAGE 482 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORlDA.

PARCEL II:

THE EAST 50 FEET OF LOTS 10, 11, AND 12 IN BLOCK 53A, AMENDED PLAT OF BLOCKS 3SA AND THE NORTH HALF OF BLOCK 53S CITY OF MIAMI, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1, AT PAGE 74, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORlDA.

PARCEL III:

THE EAST 50 FEET OF LOTS 13, 14, AND 15, BLOCK 53S, MAP OF MIAMI, DADE COUNTY, FLA., ACCOURDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS THE SOUTH 10 FEET THEREOF.

Site 4: Brickell City Centre One BCClLlana

SUBJECT PROPERTY LEGAL DESCRIPTION:

LOTS 5, 6, 81/2, 9, 10 AN-:Q 11, BLOCK 106A, /,,:MENDED :MAP OF BRICKELL A:DPmGN-TG-THE-MAP-GJLMIAJ\1I, ACCORDWG--+O---TI4E--PLAT THBRBG-Ji',--AS­ RECORDED IN PLAT BOGK "B", PAGE 113, OF THE PUBLIC-RE,GORDS OF MIAMI DADE COUNT¥,-FbORIDA, LESS -THEREFROM A PORTION OF THE SOUTH 1G FEET OF -SAID- LOT 9 (AS DEEDED TO THE CITY OF ML,\MI IN

{27293961;3} 4 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

OFFICIAL RECORDS BOOK 10551, PAGE 1004, OF THE PUBLIC RECORDS OF MIl\MI DADE GOtf:NTY, FLORIDA), Si'JD PORTION" BEING MORE :PARTICULA:J.~I,y DESCRIBED AS FOLLO\¥S:

BEGINl'JING AT THE MOST SOUTH'\VESTERLY CORNER OF SAID LOT 9, SAID POINT OF BEGINNING BEING ALSO ON THE NORTH RIGHT OF "VAX LINB-OF S.E. 8TH STREET; THENCE, ALONG THE-WE-8-T LINE OF SAID LOT 9, N 0°01' 30" EzA,.ST FOR 10.00 FEET TO ITS IJ'H~CTION WITH THE NG-R-TH---BA&E BUILDING LINE OF SAID S.B. 8TH STREET; THENCE ALONG SAID BASE BtlfLDIJ'JG L J, TO-ITS INTERSECTION \AnTH THE NORTHWESTERLY EXTENSION OF- THE SOUTH LINE OF BLOCK 106A; THENCE, ALONG SAID SOUTH LIJ'JE OF SA1D BLOCK 106A, S 74° 39' 31" EA:ST FOR 37.80 FEET TO A POINT ON THE NORTHERLY RIGHT OF "xl/X LIJ'JE OF SAID S.B. 8TH-S-TREET; THENCE, ALONG SAID RIGH~E AND ALONG THE SOUTH LINE OF SAID LOT 9, WEST FOR 47.08 FEET TO THE .J.2G±NT OF BEGINNING.

SAlD LAND LYING IJ'J SECTION 1, TO\¥NSHIP 54 SOUTH, RANGE 11, ~1Ii\MI DAD-E COUNTY, FLORIDA

Lot L Less the Easterly 5 feet thereof, Block 106A, of MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", Page 113, of the Public Records of Miami-Dade County, Florida.

TOGETHER WITH:

Lots 2, Less the Easterly 5 feet thereof, and all of Lots 3, 4, 12, 13, Block 106A, of MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", Page 113, of the Public Records of Miami-Dade County, Florida.

TOGETHER WITH:

Lots 14 and 15, of Block 106A, of MARY J3RICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereot: _as recorded in Plat Book "B", Page 113, of the Public Records of Miami-Dade County, Florida~

LESS AND EXCEPT therefrom that part thereof conveyed to the City of Miami for street and sidewalk purpose pursuant to that Warranty Deed recorded in Official Records Book 1790, Page 604, of the Public Records of Miami-Dade County, Florida, and being more particularly therein described as follows: Beginning at the Northeasterly corner of Lot 15, Block 106A, of the AMENDED MAP OF BRICKELL'S ADDITION TO THE MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book liB", at Page 113, of the Public Records of Miami-Dade County, Florida; thence nm Southwardly along the Easterly line of Lots 15 and 14 of said Block 106A for a distance of 138 feet, more or less, to the Southeasterly corner of said Lot 14; thence run Westwardly along the

{27293961 ;3} 5 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Southerly line of said Lot 14 for a distance of 30 feet to a point; thence run Eastwardly, Northeastwardly and Northwardly along the arc of a curve to the left, having a radius of 25 feet, through a central angle of 89°59'50" with an arc distance 0[39.27 feet to a point of tangency; thence run Northwardly along a line 5 feet West of and parallel with the Easterly line of said Lots 14 and 15 for a distance of 113 feet to a point of intersection with the Northerly line of said Lot 15; thence run Easterly along the Northerly line of said Lot 15 for a distance of5 feet to the Point of Beginning.

Saicllands situate, lying and being in Miami-Dade County, Florida.

AND TOGETHER WITH:

Lots 5, 6, 8, 8 112, 9, 10 and 11, Block 106A, "AMENDED MAP OF BRlCKELLS ADDITION TO THE MAP OF MIAMI", according to the Plat thereof as recorded in Plat Book "B", Page 113 of the Public Records of Dade County, Florida, LESS therefrom a portion of the South 10 feet of said Lot 9 (as deeded to the City of Miami in Official Records Book 1055l, Page 1004, of the Public Records of Dade County, Florida), said portion being more particularly described as follows:

BEGINNING at the most Southwesterly corner of said Lot 9, said point of beginning being also on the North Right-of-Way Line of S.E. 8th Street; thence, along the West Line of said Lot 9, N.0007'30"E. for 10.00 feet to its intersection with the North Base Building Line of said S.B. 8th Street; thence, along said Base Building Line, East for 10.61 feet to its intersection with the Northwesterly extension of the South Line oEBlock 106A; thence, along said South Line of said Block 106A, S.74°39'31 "E. for 37.80 feet to a point on the Northerly Right-of-Way Line of said S.E. 8th Street; thence, along said Right-of-Way Line and along the South Line of said Lot 9, West for 47.08 feet to the POINT of BEGINNING.

Site 5: Brickell City Centre N2

SUBJECT PROPERTY LEGAL DESCRIPTION:

LOTS 1 THROUGH 7, IN BLOCK 108 SOUTH, OF S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 77, OF THE PUBLIC RECORDS OF MIAMI­ DADE COUNTY, FLORlDA; LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRlBED PARCEL CONVEYED BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 11810, PAGE 2274, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORlDA.

{27293961 ;3) 6 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

SAP 1.4 Regulating Plan for Brickell City Centre

BRICKELL CITY CENTRE

Brickell City Centre is a mixed-use project in heart of the Brickell situated on five (5) parcels totaling approximately 11.5+8 acres. The site is located along S. Miami Avenue and bounded by S.W. 8th Street to south, S.E. 5 Street to the north, approximately S.W. 1st Avenue to the west, and approximately Brickell Avenue to the east.

The project, as proposed, will consist of two-levels of underground parking totaling approximately 1,934-l-;&§-G spaces to support approximately 725,000~ s.f. of open-air, destination and neighborhood serving retail across four levels, including a high-end food market. The proposed underground parking has been designed to internalize circulation and limit the impact of vehicular traffic on the adjacent roadway system. The internal circulation is achieved through the connection of the fivefe.t1f (}4) underground garages at the Basement 02 level via driveways beneath S. Miami Avenue, S.E. 6th Street., -aaa--S ..E;W. 7th Street and the MetroMover right-of-way between the BCC East and One BCC blocks.

In addition to the retail component, Brickell City Centre's ("BCC") program includes the development of approximately 1,400~ residential units in fourthree (~) towersJhree of which are approximately 40 +/- stories in height on the BCC North, West and N2 parcels_and the fourth tower, 80 stories tall, is located on the One BCC parcel. A hotel and service apartment building, consisting of approximately 265mG hotel rooms and 132~ service apartment units, is proposed for the BCC East parcel and a l20-room hotel is planned for the mixed-use tower_on the One BCC block. An additional 3,1232,-OOG parking spaces will be provided above grade to support these uses.

Bce also proposes the development of approximately 960,000945,000 s.f. of office space across the entirety of the 11.5+8 acre site. A 140,000128,000 s.f. office tower (8 +/- stories) is proposed for Bee West, with a twin medical office/wellness center of approximately 145,000178,000 s.f. (8 +/- stories) on BCe East. Finally, an office tower of approximately 675,000733,000 s.f. of office is proposed in the mix~d-use tower on the One Bec parcel, which will t-e-replace the office building§ which currently houses Eastern National Bank, Northern Trust and Miami Today, located immediately east of the 8th Street MetroMover station.

In addition to the above-listed programmatic elements, the project contemplates a number of significant features designed to enhance the public realm. Foremost among such elements is the climate ribbon that serves as unifying theme for the project, connecting the various parcels of Brickell City Centre and the project to the Miami River. The climate ribbon will provide protection from the elements to patrons traveling along the open air corridors of the retail center and across the pedestrian connections that will serve to unify the site above the street. It is anticipated that the ribbon will also serve to generate electric power for the facility through the incorporation of solar panels, as well assist with collection of rainfall that can be used for various water features on-site. The development of the One Bee parcel will bring the climate ribbon over the top of the 8th Street MetroMover station to the £i'ont door of Brickell Avenue.

{27293961;3} 7 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Additional contemplated public improvements anticipated by the project include landscaping upgrades to the area under the MetroMover guideway for its use as a linear park that would enhance the Brickell community's connection with the Miami River. The project also anticipates making significant improvements to the 8th Street MetroMover station that would serve to integrate the station with the project, improve station access, enhance MetroMover ridership, and provide a multi-modal connection to the planned City of Miami Brickell Trolley line.

BRICKELL CITY CENTRE GOALS

A driving force behind Brickell City Centre is a desire to create a walkable urban center within the Brickell area that will reduce carbon dioxide emission and promote energy conversation. The plan incorporates improved street and transit connections that encourage pedestrian enjoyment and mass transit use through increased tree canopy, use of green building techniques, and enhancements to existing mass transit facilities.

The development goals include:

• A compact, pedestrian oriented and mixed use project designed to increase the use of current and proposed transit service.

• Facilitate the organized growth of downtown infill redevelopment ensuring that Miami remains the focus of the region's economic, civic, and cultural activities.

• Provide a diversity of uses distributed throughout the Special Area Plan area which enables a variety of economic activity, workplace, residences and Civic Space types.

• Orient civic and public gathering spaces to reinforce community identity.

• Design buildings and landscape that contribute to the physical defmition of Thoroughfares as civic places.

• Develop a proper framework that successfully accommodates automobiles while respecting the pedestrian and the special form of public spaces.

• Ensure that private development contributes to infrastmcture and enriches a pedestrian and transit friendly public and private realm of the highest quality.

{272 93961 ;3) 8 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

The following new or revised terms shall only apply within the area designated as part of the Brickell City Centre Special Area Plan. Any regulation not modified herein shall be subject to the requirements of the Miami 21 Code and any other applicable regulation.

1.1 DEFINITIONS OF BUILDING FUNCTION: USES

LODGING

Serviced Apartments: A group of lodging units that are available for lease or rent by transient guests for a period of not more than 180 days, share amenities, and are operated in conjunction with a Hotel.

CIVIL SUPPORT

Public Parldng: A structured parking facility available to the general public for parking motor vehicles. The term Public Parking shall not include the use of surface parking lots for the parking of motor vehicles.

1.2 DEFINITIONS OF TERMS

Climate Ribbon: A framed Structure, which is open on its sides, fixed and self-supporting and which may be located over private property or within the Public Right-of-Way.

Design Guidelines: Plans, drawings, and diagrams submitted as part of the SAP.

Display Window: A window of a Commercial establishment facing a Frontage used to display merchandise for sale on site and shall have sufficient dimensions to display products. Display Window(s) may not be used for the display of posters or other adverting materials unless accompanied by the product being offered.

Open Space: Any parcel or area of land or water essentially unimproved by permanent Buildings, open to the sky andlor covered by a Climate Ribbon; such space shall be reserved for public or private Use. Open Spaces may include Parks, Greens, Squares, Courtyards, Gardens, Playgrounds, paseos (when designed predominantly for pedestrians), pedestrian paths or associated landscaped areas, and those areas covered by a Climate Ribbon.

Parking, Off-Street: Any land area designed and used for parking motor vehicles including parking garages, driveways and garages serving residential uses, but excluding areas of Thoroughfares and surface parking lots.

Pedestal: Also known as podium. For phase I of the Brickell City Centre Special Area Plan 12arcels BCCN, BCCW and BCCE, that portion of a Building up to a maximum of 129 feet and for the One BCC and N2 parc~, that portion of a Building up to a maximum of 160 feet .QQ stories) as depicted in the approved SAP plans and Design Guidelines.

Regulating Plan: Modiflcations of the underlying Miami 21 Transect Zone regulations for the Lots included in this SAP.

{27293961;3} 9 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Retail Ribbon Sign: A sign emitting an illuminated message, image, design or combination thereof that is created electronically by any light source, LED (light emitting diodes) bare electric bulbs, luminous tubes, fiber optics, or any other combination of light sources creating a message. A Retail Ribbon Sign is classified as a Wall Sign. A Retail Ribbon Sign is not considered an Animated Sign or Flashing SiKn.

Special Area Plan (SAP): Also known as the Brickell City Centre project.

Special Area Plan Permit (SAP Permit): A permit issued by the City which authorizes Development within an approved SAP.

Terminated Vista: A location at the axial conclusion of a Thoroughfare or Pedestrian Passage. A Building located at a Terminated Vista designated on a Special Area Plan is required to be designed in response to the axis.

3.3 LOTS AND FRONTAGES

3.3.6 For new Buildings in Established Setbacks Areas, the Established Setback shall be maintained except as modified in the Brickell City Centre Special Area Plan. (See also Article 4, Diagram 10) Galleries and Arcades may be permitted within the First Layer in Established Setback Areas and shall not encroach the Public Right-of-Way except by Special Area Plan. Where a Gallery or Arcade is permitted, the Established Setback shall only be maintained if a Gallery or Arcade is provided. Where a Gallery or Arcade is not provided, the setback for the underlying Transect Zone shall be maintained.

Established Setback Areas include: a. Brickell Financial 1. Boundary: All properties on Brickell Avenue between SE 15th Road and the Miami River. Brickell Avenue Setback: Thirty (30') feet except the Southeast corner of the One Bee building which fronts Brickell may encroach into the 30' Brickell Avenue Setback by up to five (fl feet; Side and Rear: renFifteen (1 O'.J..J..!.) feet;

3.13 SUSTAINABILITY

3.13.1 General

BCC LEED Certification

BCC shall be certified by the United States Green Building Council (USGBC) as a Leadership in Energy and Environmental Design - Neighborhood Development (LEED-ND) project. Upon completion of the SAP process and prior to the constmction of not more than 75% of the total square footage of the approved BCC project, the project shall obtain LEED-ND Stage 2 pre­ celiification in accordance with the LEED 2009 Rating System Stages of Certification adopted

{27293961;3 } 10 MtAMI21 APPENDIXE: BRICKELL CfTYCENTRE

by the·USGBC ..FoUowing approval of the LEED~ND Stage 2 prtH.lerlificatioll, the owner shall transmit a: copy ofthe certIficate issued by the USOSC confirming the pre~bertit1cZ!tkm ofBCC,

At the time BCC al'plIc:s for and obtains a l.mUdingpermit fOl'My portion of the approved project. the applicant shaH provide the City with thefoUowmg:

~. ALEED cheoklist; b. ProofofLBBD reglstration; and c. An affidavit affll'luing the EJPplioaht;s intent to ensure that the project is certified hy the USGBC~ at a minirnllln~ as LEBD Silver; Upon completion ofeach ofthe approved .BCe phases and issuance 9fcert.if1cates otoc¢upancy tbr the same~the project shaH apply forLEED~ND Stage:5 certifIcation. FollowingsucoessfuI completIon ofthe certification. process; BCGwHl obtain acertiflcation plaque .fOf pliblic display ami en~re. that Bee Is Hstedas a U3ED~ND certified project on the USGBC website, At minimtiln, development within the SAP shaH meet LEBD-ND Silver certIfication. 3.14 PliBLIC BENEFITS PROGRAM 3.14.2Upoti ptovid.ing abindingcotntnittnent for the speoified beneflts as provided .in Seotlon 3.14.:3 pelow,t.heprQPosed deveiopmentprqJect be allowed to build within the restrictions of' the specific, Transect Zone.' up bonus Heigbtand established in this Section. footage m:rwl~~(~:-fl&·tM~l1H~'H:4~~F :tS'··t*1£~achieved the bonus f'\W\f·W",·tt.,..;.w;;:"-"",~~"""""""-,-'~,,,,

3.14.3 The>proposed bOllU$ ,tIeightandFLRshall he permitfedinexcha~gefor contribution to the City for the foHowitigpnbHc benefits;affoxdabl.e/workfarce hOltsing,PubUcPgll'ks

and Op\7hSpaoc# .Grecn Bu:ildings: Bro\Vnfieldsr and Civic SPace mClvi! Supportspaoc4 ~~~~~G~~ti~kl4'*l1\~. The City shall establish a Miam121 public Benefits Trust FllUd for the cash c{YntrlbuUo:us for Affordablel Workforce Housing~ Public Parks and Open Space, and Green BuHdlngcertification.shortfallpena.lty made underrhls section, The City Contrnissron.uponthe managerts reCClUitnendatioD,shatl annually deoide the allocation of funds from the Trust Fundcollectedundel' this sectiol1. All cash contributions thus allocated by the COln.ll11ssibn. to support afih:rdablel workforce housil1/G shall be deposited in the Affordable Housing· Trust Fund for expenditures pursuant to the guldelines adoptedl:lY the City Commission. AI! cash· c.ontributions thus aHocatedby.the eonutlissionto. sUPP9rt ,}?al'ks·ap.d OpenSpaCt{ shaH be deposited in the Parks and Open Space Trust Fmld" set forthlnCbaptet 62 of fheGity Code, to be ~xpended in accol'dancewlth. the guidelines outlined therein. 3.14.4 Forthepurposes ofthe publlcbenefitsprogl'am, the f(")llowIng criteria s.hall apply:

11 MIAMI 21 APPENDIX E: BRICKELL CITYCeNiRE SAP

{i,1293961.:3} . MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Article 4, Table 5 BUILDING FUNCTION: PARKING AND LOADING

Additional sharing Is allowed by SAP Permit.

Residential': 200 sf = 10 ft X 20 fI x '12 fI Commercial": 420 sf =12 ft x 35 ft x 15 ft Industrial"': 660 sf = 12 It x 55 fI X 15 ft

, Residential loading berths shall be setback a distance equal to their length, For the N2 block, residential loading berths shall be setback a minimum of ten (10) feet,

" Commerciat berth may be substituted by 2 Residential berths, 2 Residentiat berths may be sUbstituted by 1 Commercial berth,

~~~~~~~f~:::::~~~~~~~~~~;::::~I'"2 Commercial1 Industrial berths,berth may 2 Commercial be sUbstituted berths by ~ may be sUbstituted by 1 tndustrlal berth,

A required Industrial or Commercial loading ,... ··-··-··~··~··""·,;.,.;·'~·,··-·.,··-··"1 berth may be substituted by a Commercial or Residential loading berth, by SAP Permit, if the size, character, and operation of the Use Is found to not require the dimensions specified and the required loading berth

~~~~EEE~EE~~~~~~~~!~E~~~~~~~~~j:j' dimensionaccording toCQuid the regulationsnot otherwise of this be Code,provided ~ The total number of required loading berths for the One BCC block shall be seven (7) Industrial size loading berths and eight (8) Commercial size loading berths,

Loading Hours shall comply with condlUons -~-~-~~~,~,~------,---~,~-,--,-•.• -t~,--.--.--.--.• -.. -""""'-"-'-"-"-'-"-~11 established by the Development Order,

{27293961;3} 13 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Article 4, Table 7 CIVIC SPACE TYPES

This table describes the standards for areas zoned as Civic Space (CS) and for Public Parks and Open Space provided by the Public Benefits Program.

Civic Space Types may be at mUltiple levels, landscaped and/or paved, open to the sky and shall be open to the public from 6:00 AM to 10:00 PM. The Civic Space at the NW comer of the One BCC block can be covered under a building. Civic Space Types may be publicly or privately owned. Open Space requirements for each zone are described in Article 5.

(27293961;3) 14 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

5.6 URBAN CORE TRANSECT ZONES (T6)

5.6.1 Building Disposition (T6)

e. For the minimum Height, Facades shall be built parallel to the Principal Frontage Line as indicated in the Design Guidelines-,- -a:a4--Regulating Plan and SAP Plans. In the absence of Building along the remainder of the Frontage Line, a Streetscreen shall be built co-planar with the Fayade to shield parking and service areas. In the case of two (2) or three (3) Principal Frontages meeting at Thoroughfare intersections, the Building comer may recede from the designated Setback up to twenty percent (20%) of the Lot length.

_f. ___At the fIrst Story, Facades along a Frontage Line shall have fi'equent doors and windows; pedestrian entrances shall occur at a maximum of seventy fIve (75) feet and vehicular entries shall occur at a minimum spacing of sixty (60) feet unless approved by SAP Permit. Principal entrances to retail establishments shall be provided along 7th and 8th Streets and South Miami Avenue. Where a retail establishment is located on the comer of 7th or 8th Street and South Miami Avenue, only one (1) principal entrance shall be required. For the N2 block, pedestrian entrances can occur at a maximum of two hundred (200) feet and vehicular entries can occur at a minimum spacing often (10) feet.

i. For the One BCC block, a cross-block passage of 10 feet is required~ For the N2 block, a cross-block passage is not required. Instead, pedestrian passages can be provided at the ends of the N2 block.

For the N2 block, setbacks for Buildings shall be provided as listed below:

• Principal Front Setback on 5th Street: 0' min.; 2' min. above 8th Story • Principal Front Setback on 6th Street: 0' min.; 20' min. above 8th Story • Secondary Front Setback on 1st Avenue: 0' min.; 10' min. above 8th Story

5.6.2 Building Configuration (T6)

b. Above the eighth floor (tenth floor for the One BCC block), the Building Floorplate dimensions shall be limited as follows:

I • 30,000 square feet maximum for Residential and Hotel Uses (One BCC block only) • 30,000 square feet maximum for Commercial Uses and for parking • 250 feet maximum length for Residential Uses • 250 feet maximum length for Commercial Uses

c. Encroachments shall be as follows: At the First Layer, cantilevered Awnings and entry canopies may encroach up to one hundred percent (100%) of the depth ofthe Setback and into the Right-of·Way, except as may be further allowed by Chapter 54 of the City Code. Above the

{27293961 ;3} 15 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP fIrst Story, cantilevered balconies, bay windows, decorative features, and roofs may encroach up to three (3) feet (four (4) feet for the N2 block) of the depth of the Setback. Other cantilevered portions of the Building shall maintain the required Setback. Above the Pedestal no Encroachments are permitted, except that Facade components promoting energy efficiency such as shading and Screening devices that are non-accessible may encroach a maximum of three (3) feet. d. For the N2 block, Galleries and Arcades (which includes cantilevered overhangs) can be ten (10) feet deep, can encroach 100% of the depth of the Setback and can overlap the whole width of the sidewall< to within four (4) feet of the curb on a Primary Frontage and sixteen (16) feet on a Secondary Frontage. f. Loading and service entries shall be pursuant to the Design Guidelines of the Special Area Plan. h. Mechanical equipment on a roof shall be screened by a parapet wall of a maximum height of twenty-fIve (25) feet or enclosure and shall conceal all equipment, except antennas, from lateral view. Where possible, equipment other than solar panels shall be enclosed or screened from overhead views.

5.6.4 Parking Standards (T6) a. Parking shall be provided and accessed in accordance with the Design Guidelines of this Special Area Plan. The vehicular entrance of a parking Lot or garage on a Frontage shall have a continuous flush sidewalk crossing and pedestrian safety zones for curb cuts widths over thirty (30) feet.

All parking, including drop-off drives and porte-cocheres, open parking areas, covered parking, garages, Loading Spaces and service areas shall be located in accordance with the Design Guidelines of this Special Area Plan. All Screening utilized to visually shield or obscure the aforementioned areas shall be subject to the review and approval of the Planning Director.

5.6.5 Architectural Standards (T6) b. The Facades on Retail Frontages shall be detailed as storefronts and shall, for the first ten (10) feet above the sidewalk elevation, contain windows or doorways of transparent glass covering at least 50% of the linear footage of each Building. The base of all transparent openings shall be no more than two (2) feet above the sidewalk. Display Windows may count up to twenty-five percent (25%) of the transparency requirement.

For the N2 block, the Facades on Retail Frontages shall be detailed as storefronts and shall contain windows or doorways of transparent glass in accordance with the Design Guidelines of this Special Area Plan.

{27293961;3} 16 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

ARTlt:;LE5. SPEClFlCTOZONE;S AS AOOPTED" APRil 2013 lltlJStRATION M URBAN CORE TRANSECT ZONEST6-48B/BCC SAP

BUiLDING D~SPOS1TION

30,000 sq,ft. max, Floorplate for Residential & Lodging for One Bee Block

37 Stories (for One Bee block only)

tOt {27293961;3} 11 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

6.5 Sign Standards - Brickell City Centre SAP

6.5.1 Intent

Brickell City Centre is a pedestrian oriented, mixed-use, urban development district (the "District") that includes residential, retail, office and hotel uses which are serviced by a mass transit station and several lined parking garages. The District is envisioned as a hub for high-end retail which does not otherwise exist in the City of Miami. The retail and office components of the District will consistently serve large numbers of people, many of whom will drive to the District and park in one of the Project's several lined parking garages. Others will walk or take mass transit to access the Project. In order for the District to function properly and seamlessly integrate into the Brickell neighborhood, pedestrians must be clearly directed to the mass transit station and retail areas and vehicles must be clearly directed to parking garages.

The intent ofthese sign regulations is to (1) move pedestrians and vehicle traffic in and out ofthe District safely and efficiently; (2) promote safe and efficient pedestrian traffic within the District; (3) promote efficient vehicle circulation to and from the parking garages within the District; and (4) identifY the District to motorists along adjacent Thoroughfares

6.5.2 Signage Location, Types, and Aggregation.

a. Signs within the Brickell City Centre SAP shall be permitted as set forth in Miami 21, unless modified by the Brickell City Centre Regulating Plan and Design Guidelines as set forth below. Signs within Pedestrian Passages, including directional signs containing layout of the retail space and location of retail tenants, which do not contain advertising material visible from the public right-of­ way, shall not be regulated by the City.

b. Signage placed on the Pedestal or along the District's Retail Frontages shall be classified as:

1. Directional Signage: Directional Signage may be located at the entrances to parking garages and at pedestrian entrances to the Project, as generally depicted on Pages C1.l8 and AO.35 of the Design Guidelines. Directional Signage shall be designed to facilitate the movement of both vehicles and pedestrians and direct them to retail, restaurants, parking garages, and other Uses within the District. Directional Signs may range between forty (40) feet in length and four (4) feet in height up to a maximum of one hundred twenty five (125) square feet. Tenants' names or logos shall not comprise more than 20% of the Area of Directional Signs. Additional regulations governing the location and specifications for Directional Signs may be adopted as part of a Master Sign Package.

2. Ground/Freestanding Sign age: Ground Signs shall not include Signs mounted on poles or posts in the ground. Ground Signs shall be located at Thoroughfare intersections and along the Principal Frontages, as generally

(2729396J;3) 18 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

depicted on Pages Cl.18 and AO.35 of the Design Guidelines. Signs should not be located within the Visibility Triangle as determined by Public Works or other regulatory agencies, unless it can be determined that such location will not adversely impact public safety. Signs shall be designed and placed in a manner to minimize impact to pedestrian circulation. Ground Signs shall be designed to identify the Project, communicate the District image, or specifically identify a major tenant. Ground signage shall be limited to five (5) signs per block, each with on more than two sign surfaces, neither of which shall exceed forty (40) square feet in Sign Area for each one hundred (100) feet of street Frontage. Permitted Sign Area may be cumulative, but no Sign surface shall exceed one hundred (100) square feet. The Maximum Height shall not exceed twenty (20) feet, including embellishments, as measured from the sidewalks on which the sign is placed. Additional regulations governing the location and specifications for Ground/Freestanding Signs may be adopted as part of a Master Sign Package.

3. Wall Signage: Wall Signage shall be located on the Pedestal above the first Floor and oriented toward the street for the purpose of identifying the District and retail tenants of the District. Wall signage can be accommodated on a maximum of twenty-seven percent (27%) of the Pedestal Face (measured by the vertical area from the finished floor elevation to the top of the Pedestal and the horizontal area from setback to setback). Each Pedestal Facade shall be entitled to a minimum of four (4) and a maximum of eight (8) Wall Signs; provided however, that as part of an SAP Permit for a Master Sign Package, the City may approve up to ten (10) Wall signs on a maxin1um of two (2) Pedestal Facades upon demonstration that the increased number of Wall signs is consistent with Article 4, Table 12 of the Miami 21 Code and the signage standards listed below. Signs located on the Pedestal Facade must be arranged in a manner where each sign acts independently preventing composition signage. Additional regulations governing the maximum size, number, location and specifications for individual Wall Signs may be adopted as part of a Master Sign Package.

a. Retail Ribbon Signs: Retail Ribbons Signs shall be counted as Wall Signs for purposes of limiting the number and size of Retail Ribbon Signs. The content of Retail Ribbon Signs shall be limited to advertising for products and services available and events occuning on the premises where the Retail Ribbon Sign is located.

4. Tower Signage: Tower signage shall identify the Project or the name of a major tenant occupying more than five percent (5%) of the Floor Area of the tower, excluding parking garages. Tower signage will be located on towers above the Pedestal, in the manner and maximum size depicted on

{27293961 ;3) 19 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Pages Cl.28 and A2.38 of the design guidelines. Each tower shall be entitled to two (2) tower signs. In the event that tower signs are not placed on a tower, such tower signs may be transferred to another tower at a ratio of 2 to 1; however in no event may anyone tower be entitled to more than three tower signs.

c. The location of signs shall be as generally depicted on Page Cl.18 of the Design Guidelines. The fmal location of signs may very if approved as part of a Master Sign Package.

d. In addition to the signage types referenced in paragraph b. above, the signage types listed in Sec. 6.S.2.S.b.1., 2., and 3. shall also be permitted within the District, subject to the limitations identified therein.

6.5.3 Master Sign Package

a. A Master Sign Package for the BCC SAP, or for individual blocks within the BCC SAP, may be submitted to the City for approval by SAP Permit. A Master Sign Package shall include the following: a plan view of each block indicating location of each sign type on each level, specifications for each sign type, and tenant sign restrictions.

b. If a Master Sign Package is approved by SAP Permit, all signs which conform to the standards set forth therein shall not require an individual SAP Permit, and shall be permitted if in compliance with the Florida Building Code. If a master sign package is not adopted, or if an individual sign does not conform to the standards set forth in adopted Master Sign Package, such signage may only be approved by SAP Permit.

6.5.4 Signage Standards.

In addition to the standards in Article 4, Table 12 ofthe Miami 21 Code, the following standards shall be utilized by the Planning Director when evaluating whether a proposed master sign package or individual sign is consistent with the BCC SAP.

a. The District shall provide locations on the commercial areas of the building facade that are specifically designed to accommodate changeable tenant signage. Stmcture, materials, detailing, and power sources shall be designed with consideration of signage installation requirements and shall be readily adaptable and reparable as tenant sign needs change.

b. Sign illumination shall not be of high intensity. Locations for illuminated signage shall be oriented to the public right-of-way.

c. Orientation of any illuminated sign or light source shall be directed or shielded to the extent practicable.

(27293961;3) 20 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

d. Signs should be designed so as to fit within the architectural features of the facade and related elements and complement the District's architecture.

e. Indirect and external light sources shall be the preferred option where lighting is required.

f Small-scale signs projecting from the building face, perpendicular to the public right-of-way, are appropriate for all pedestrian oriented streets.

g. Graphic design for all signs should reflect consistency, simplicity, neatness, and minimum wording to minimize visual clutter and maximize legibility.

h. In order to activate the plaza adjacent to the Metromover station, the City may permit iconic and unique signage on the eastern Pedestal Face of BCC East, as part of a Master Sign Permit.

i. Sign colors should be limited in number and should be compatible with the facade. In most circumstances, dark backgrotmds for signs are preferred over light backgrounds.

7.1.2 Permits

Brickell City Centre Development Review Process

The Brickell City Centre development review process is set forth below.

a. SAP Permit.

All Development within the Project shall be approved by SAP Permit. In addition, all other permits necessary to develop Property within the Project, such as Warrants, Waivers, Variances, and Exceptions, shall be approved by SAP Permit and subject to the equivalent fee to those established in the Miami 21 Code and Chapter 62 of the City Code. The process and criteria for review and approval of an SAP Permit application is set forth below.

1. Review and approval process.

i. The Zoning Administrator shall review each submitted application for a SAP Permit for completeness within seven (7) days of receipt. Upon verification by the Zoning Administrator, the application shall be referred to the Planning Director. The Planning Director shall review each application for an SAP Permit for consistency with the Brickell City Centre Regulating Plan, Design Guidelines, Development Agreement, Miami 21 and the Miami Comprehensive Neighborhood Plan.

{27293961 ;3} 21 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

If the SAP Permit application involves a project in excess of two hundred thousand (200,000) square feet of floor area, it shall be referred to the Coordinated Review Committee) and it may be referred to the Urban Development Review Board. If the SAP Permit application involves a project equal to or less than two hundred thousand (200,000) square feet of floor area, it shall be reviewed by the Planning Director and the Zoning Administrator without need .for review by the Coordinated Review Committee, unless the Planning Director determines that such review is necessary. If the application is referred, the committee or board shall review the application and provide its comments and recommendations to the Planning Director.

Where there is no referral to the Coordinated Review Committee, the Planning Director shall issue an intended decision within thirty (30) calendar days of a detennination that the application is complete. Where there is referral to the Coordinated Review Committee, the Planning Director shall issue an intended decision within thirty (30) calendar days of the meeting of the Coordinated Review Committee. The applicant shall have seven (7) calendar days from receipt of the notice of the intended decision to request a conference with the Planning Director to discuss revisions or additional information regarding the application. Within ten (10) calendar days of the conference, or if no conference is requested, the Planning Director shall issue written findings and detenninations regarding the applicable criteria set forth in this section and any other applicable regulations. The applicant and the Planning Director may mutually consent to an extension of the time for issuance of the fmal decision. The fmdings and determinations shall be used to approve, approve with conditions or deny the SAP Permit application.

11. The Planning Director shall approve, approve with conditions or deny the SAP Permit application. Approvals shall be granted when the application is consistent with the SAP, inclusive of its Regulating Plan, Design Guidelines, approved Development Agreement, the Miami 21 Code and the Miami Comprehensive Neighborhood Plan, as applicable. Conditional approvals shall be issued when the application requires conditions in order to be found consistent with the SAP, inclusive of its Regulating Plan, Design Guidelines, approved Development Agreement, the Miami 21 Code and the Miami Comprehensive Neighborhood Plan, as applicable. Denials of applications shall be issued if, after conditions and safeguards have been considered) the application still is inconsistent with the SAP, inclusive of its Regulating Plan,

(27293961 ;3) 22 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

Design Guidelines, approved Development Agreement, the Miami 21 Code and the Miami Comprehensive Neighborhood Plan, as applicable. The decision of the Director shall include an explanation of the Code requirements for an appeal of the decision. The Director shall include a detailed basis for denial of an SAP Permit.

iii. An SAP Permit shall be valid for a period of two (2) years during which a building permit or Certificate of Use must be obtained. This excludes a demolition or landscape permit. A one (1) time extension, for a period not to exceed an additional year, may be obtained if approved by the Planning Director upon written request by the Applicant and subject to the equivalent fee to those established in the Miami 21 Code and Chapter 62 of the City Code.

2. Appeal of an SAP Permit to the Planning, Zoning and Appeals Board.

Applicant may file an appeal of the determination ofthe Planning Director which shall be de novo and taken to the Planning, Zoning and Appeals Board. An appeal shall be filed with the Hearing Boards Office within fifteen (15) calendar days of the posting of decision by the Planning Director on the City'S website. The Board shall determine whether the Permit is upheld or rescinded.

The ruling of the Planning, Zoning and Appeals Board may be further appealed to the City Commission, de novo and must be filed with the Office of Hearing Boards within fifteen (15) calendar days of the Board's issuance of its ruling. The filing of the appeal shall state the specific reasons for such appeal, together with payment of any required fee.

3. Modifications to a previously approved SAP Permit

All applications for modifications of an approved SAP Permit shall be submitted in writing to the Zoning Administrator explaining the need for corrections and accompanied by payment of the fee established by the adopted fee schedule. Except for minor modifications, the permit may be amended only pursuant to the procedures and standards established for its original approval. The Zoning Administrator shall review criteria established in the Miami 21 Code to determine the degree of the modification.

All minor modifications shall be referred to the Planning Director for review and compliance with the Regulating Plan, Design Guidelines, approved Development Order, the Miami 21 Code and the Miami Comprehensive Neighborhood Plan, as applicable. If found to be in

{27293961 ;3} 23 MIAMI 21 APPENDIX E: BRICKELL CITY CENTRE SAP

compliance, the Planning Director shall grant the application for minor modification.

9.5.3 Trees b. Street trees shall be of a species typically grown in Miami-Dade County which normally mature to a height of at least twenty (20) feet. Street trees shall have a clear trunk of four (4) feet, an overall height of fifteen (15) feet and a minimum caliper of three (3) inches at time of planting, and shall be provided along all roadways at a maximum average spacing of thirty (30) feet on center, except as otherwise provided in this Article. Where the aforementioned spacing requirement cannot be met, deviations from this standard shall be permitted so long as the total number of street trees provided equals the total number of street required by the thirty (30) feet spacing requirement. The thirty (30) foot average spacing requirement for mUltiple single family units and townhouse shall be based on the total lineal footage of roadway for the entire project and not based on individual Lot widths. Street trees shall be placed within the swale area or shall be placed on private property where demonstrated to be necessary due to right-of-way obstructions as determined by the Public Works Department. Street trees planted along private roadways shall be placed within seven (7) feet of the edge of roadway pavement anc1/or where present within seven (7) feet of the sidewalk.

9.5.5 Minimum Number of Trees

Where a conflict exists, the requirement imposing the higher standard shall apply. o. Street trees of a species typically grown in Miami-Dade County which have a minimum clear tnmk of four (4) feet, an overall height of not less than twenty (20) feet, and a minimum caliper of five (5) inches at the time of planting, shall count toward the minimum number of required trees at a ratio of 4 Street Trees-to-l required Tree.

9.5.6 Shrubs

~ __All shrubs shall be a mmlmum of eighteen (18) inches in height when measured immediately after planting. Shrubs shall be provided at a ratio of ten (10) per required tree. Ground cover may be provided in lieu of shrubs at a ratio of two ground cover plants to one shrub. No less than Thirty (30) percent of the shrubs shall be native species and no less than fifty (50) percent shall be low maintenance and drought tolerant. Eighty (80) percent of the shrubs shall be listed in the Miami-Dade Landscape Manual, the Miami-Dade Street Tree Master Plan and/or the University of Florida's Low-Maintenance Landscape Plants for South Florida list.

{27293961 ;3} 24 Exhibit "D" (to 1l-00380ap2)

Amended Development Program

(Please see Tab B5 of SAP Binder, page 97 labeled, "AO,03B")

Regulating Plan, Public Ben,!lfits Section

3. ]4.3 The proposed bonus I-Ieight and FLR shall be permitted in exchange for contribution to the City for the following public benef1ts: affordable!workforce housing, Publio Parks and Open Space, Green Buildings, BrownfieJds, and Civic Spaoe or Civil Support spaoe, and Briokell City Centre SAP Public Bgnefit§, The City shall establish a Miami 21 Public Benefits Trust Fund for the cash contributions for Affordable! Workforce Housing, P~lblic Parks and Open Spaoe, and Green Building oertifioation shortfall penalty made under this seotion. The City Commission, upon the manager's recommendation, shalJ annually decide the allocation of funds from the Trust Fund colleoted under this section. All oash contributions thus allocated by the Commission to support affordable! workforce housing shall be deposited in the Affordable Housing Trust Fund for expenditures pursuant to the guidelines adopted by the City Commission. All cash contributions thus allocated by the Commission to support Parks and Open Sp~lce shaH be deposited in the Parks and Open Space Trust Fund, set fOlih in Chapter 62 of the City Code, to be expended in accordance with the guidelines outlined therein.

3.14.4 For the purposes of the public benefits program, the following criteria shall apply:

~ Brickell City' Centre Publio Benefits. The One Bec bullding is eligible for the bonus height and Floor Lot Ratio benefits due to the pu,.Qlic beneflts that the One Bec building enoompasses,

The Brickell City: Centre "SAP Public BenefIts are:

• 61h Stl'eetlMi'lmi Avenue Roundabout (land costs) • 6th Street/Miami Avenue ROllndabogt (engineering and construCtion oosts), • Eastward exparl~.LQn of Metromover Station and direct connection to Brickell Avenue th • Active uses 011 SE ill and SE 8 Streelli. and iU1j)roved efficienQY of ground floor • Below~g1'ade connection under Metrol11over Statim} • Enhanoement to Plazas on Bric~ell Avenue and Clirmlte RibbOll

The total oosts of the publio beneflts for the Project are __ aboye and beyou.dJhe monetary payn1ent which would be reguireg under the PubHc Benefits Trust FurgI regulations of Miami 21.

• I 'I" ••. ~ ... '. '" ".' .. ", "".i ', ... ", Proposed Section 8(b )(v) and (vi) of Development Agl'eemcnt, related to Public Benefit§

(v) The One Bee building is ellglble for the bonus height and Floor Lot Ratio benefits due to the public benefits that the One Bee building encompasses,

(vi) Public benefits resulting in additIonal benefits are those in addition to the requirements delineated in the Regulating Plan, Design Guidelines, and Section 3.9 of Miami 21. The Brlckell City Centre SAP Public Benefits, as defined in the Regulating Plan, are:

• 6th Street/Miami Avenue Roundabout ,. 6th Street/Miami Avenue Roundabout ,. Eastward expansion of Metromover Station and direct connection to Brickell AvenUe th • Active uses on SE ill and SE 8 Streets and improved efflciency of ground floor circulation enabled by underground loading • Below-grade connection under Metromover Station • Enhancement to Plazas on Brickell Avenue and Climate .Ribbol1

The total costs of the public benefits for the Project are above and beyond the monetary payment which would be required under the Public Benefits Trust Fund regulations of Miami 21.

. .~. i ' •• ~"i Ii ~'" 1. J i;1 ;,) ','! •. ,) ',,) r. ~./ ~ i: ~ ~ '.:\1\.\,1' r • .r1

(2839 178B~ I) i-CiJ6'ij'(Jo,\-? 2. - "5\jYJ(\'"\'\~-\(\\ .. t\)tbe.V\ !(o'schn - (hOChhC(A--\-1.-0Y\) on)OO'6Q.cJ

File Number: 11-00541dal Enactment Number: 13441

I, Todd B. Hannon, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Ordinance No. 13441, with attachments, passed by the City Commission on 3/27/2014.

May 12,2016

ity Clerk, Deputy Clerk (for Todd B. Hannon, Date Certified City Clerk)

1}The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions.

{2} This Ordinance shall become effective as specified herein unless vetoes by the Mayor within ten days of the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later.

City ofMiami Page 4 of4 13441 City Hall City of Miami 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Master Report

Enactment Number: 13441

File Number: 11-00541da1 File Type: Ordinance Status: Passed Version: 2 Reference: Controlling Body: Office ofthe City Clerk File Name: Development Agnnt - Brickell City Centre 2nd Amendment Introduced: 12113/2013 Requester: Cost: Final Action: 3/27/2014

Title: AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING A SECOND AMENDMENT TO A PREVIOUSLY -APPROVED DEVELOPMENT AGRE:EMENT, PURSUANT TO CHAPTER 163, FLORIDA STATUTES, BETWEEN SWIRE PROPERTIES, INC., AFFILIATED PARTIES, AND THE CITY OF MIAMI, FLORIDA, BY ADDING ADDITIONAL PROPERTIES TO THE PREVIOUSLY-APPROVED BRICKELL CITYCENTRE SPECIAL AREA PLAN ("BCC SAP"), TO EXPAND THE BOUNDARIES TO APPROXIMATELY SOUTHEAST 5TH STREET TO THE NORTH, 8TH STREET TO THE SOUTH, BRICKELL AVENUE TO THE EAST, AND SOUTHWEST 1ST AVENUE TO THE WEST, MIAMI, FLORIDA; FOR THE PURPOSE OF REDEVELOPMENT OF SUCH LAND FOR MIXED USES; AUTHORIZING THE FOLLOWING USES INCLUDING, BUT NOT LIMITED TO: RESIDENTIAL, COMMERCIAL, LODGING, CIVIC, EDUCATIONAL AND CIVIL SUPPORT, AND ANY OTHER USES AUTHORIZED BY THE BCC SAP AND PERMITTED BY THE EXISTING T6-48B-O TRANSECT DESIGNATION; AUTHORIZING A DENSITY OF APPROXIMATELY 500 UNITS PER ACRE; AUTHORIZING AN INTENSITY MEASURED BY FLOOR LOT RATIO OF 18; AUTHORIZING A MAXIMUM BUILDING HEIGHT OF 1,049 FEET AND MAXIMUM PEDESTAL HEIGHTS OF 129 FEET AND 160 FEET FOR THE FIRST AND SECOND AMENDMENT PROPERTIES, RESPECTIVELY; AMENDING CHAPTER 54 AND 55 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, TO PERMIT THE CONSTRUCTION OF ENCROACHMENTS WITHIN THE PUBLIC RIGHT-OF-WAY AND PERMIT CERTAIN COMMERCIAL USES THEREIN; FURTHER AMENDING CHAPTER 17 OF THE CODE TO AUTHORIZE TREE REPLACEMENT WITHIN ONE (1) MILE OF THE AMENDED PROJECT BOUNDARIES; AUTHORIZING THE CITY MANAGER TO EXECUTE THE DEVELOPMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE; CONTAINING A SEVERABILITY CLAUSE AND PROVIDING FOR AN EFFECTIVE DATE. Sponsors:

Notes:

Indexes: Attachments: 1l-00541dal CC 02-27-14 FRFact Sheet.pdf,1l-00541apl CC Legislation (Versio111).pdf,11-00541da1 CC 02-27-14 FR Exhibit A (Development Agreement).pdf,1l-00541dal CC 03-27-14 SR Fact Sheet.pdf,1l-00541dal CC Legislation (Versio112).pdf,1l-00541dal CC 03-27-14 SR Exhibit A (development agreement) SUB.pdf, 11-00541 da I-Submittal-Neisen Kasdin-modifications proposed.pdf,

History of Legislative File

Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result:

Office of the City 2/26/2014 Review Pending Attorney

Cllyo/Miami Page 1 Printed 0/1 511212016 City Hall City of Miami 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Master Report

Enactment Number: 13441

2 City Commission 2/27/2014 PASSED ON FIRST Pass READING WITH MODIFICATIONS 2 City Commission 3/27/2014 ADOPTED WITH Pass MODIFICATIONS 2 Office of the Mayor 4/3/2014 Signed by the Mayor Office ofthe City Clerk 2 Office of the City Clerk 4/3/2014 Signed and Attested by City Clerk 2 Office of the City 3118/2015 Reviewed and Attorney Approved

Action Note: MODIFICATIONS MADE TO THE DEVELOPMENT AGREEMENT

City ofMiami Page 2 Printed 011511212016 This instrument Prepared by and after Recording Return To: T, Spencer Crowley, Esq, Akerman LLP 1 SE Third Avenue, 25 th Floor Miami, FL 33131

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND BRICKELL CITY CENTRE PROJECT LLC AND 700 BRICKELL CITY CENTRE LLC, REGARDING DEVELOPMENT OF THE BRICKELL CITY CENTRE PROJECT .

THIS AGREEMENT is entered this 2.0 day of 7lU 1';1 , 2014, un?/ effeotive as of the Twenty Seventh (2ih) day of Mal'ch,2014, by ana between BRICKfiLL CITY CENTRE PROJECT, LLC, a Florida limited liability oompany and 700 BRlC}illLL CITY CENTRE, LLC, a Florida limited liability company (together known as IISw)l'e ll ), and the CITY OF MIAMI, FLORIDA, a munioipal corpo1'ation and a political subdivis}6n of the State of Florida C1Citil) (Swire and the City together referred to as the JlParties ll ),

WITNESSETH:

WHEREAS, Swil'e held fee simple title to approximately nine (9) {ores ofpropel'ty in the B1'iokell area of downtown Miami ('

WHEREAS, the Original Property was more specifically localed south ofthe Miami th River, west of Brickell Avenue, north of SW 8 Street, and east ofilw 1. st Avenue; and

WHEREAS, the Original Property spanned foul' (4) oitiblocks and wa~looated-··-- ~--- between two (2) mass transit lines; and .

WHEREAS, the Original Ptopel'ty was undel'utilizei in that it predominantly consisted of vacant, undeveloped lots secured by chain link fendlllQ;; and

WHEREAS, the status of the Odginal Property wds inoonsistent with the Citis vision to develop a world class downtown, and the City wis/l;ed to encourage redevelopment of the Original Propel'ty; and "

WHEREAS, Swire wished to redevelop the Original Property as a higher density, mixed~use, pedestrian oriented, urban development known as Brickell City Centre which would provide much needed retail fo1' the Brickell and Downtown area of Miami (IiProjectll); and

(29253569;1 ) Pnge 1 of24

NOW) WHEREOF, the City and Swire have caused this Agreement to be duly executed,

[Signature blocks for City and Swire on next page]

(29253569; 1) Page 19 of24