SPECIAL AREA PLAN APPLICATION

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3 . ( SPECIAL AREA PLAN APPLICATION Please refer to Articles 3.9 of the Miami Code for Special Area Plans information. ~ 1. Project name: Brickell CityCentre - N2 u> 2. Applicant(s): Spencer Crowley on behalf of Brickell CityCentre Project LLC & Johnny Martinez on behalf of City of Miami - c:: -?J ~ %rri C>(i, 0(1'1 --l <.." :;-,...: "IC' 3. Subject property address(es) and folio number(s): see attached Exhibit A :Jt?J'-" N =-; One (1) original survey dated within six (6) months from the date of application prepared ~ 3ite of Florida registered land surveyor One (1) original 24x36" plan, signed and sealed by a State of Florida registered architect or engineer showing property boundaries and proposed structure(s), parking, landscaping, etc.; building elevations and dimensions and computations of lot area and building spacing. r After Hearing Boards, Public Works, Zoning and Planning initial and date the plans, 11 x17" copies of the original plan, including the survey, to be incorporated in the Special Area Plan binders. Current Zoning Referral and Write-Up signed by the Office of Zoning designee. A clear and legible copy of the recorded warranty deed and tax forms of the most current year showing the,present owner(s) and legal description of the property to match the legal description on the survey. A clear and legible copy of the subject property address(es) and legal description(s) on a separate sheet, labeled as "Exhibit An, to match with the current survey's legal description. At least two photographs showing the entire property showing land and improvements. Copy of the lobbyist registration processed by the Office of the City Clerk, if applicable. 12. Affidavit of Authority to Act and the Disclosure of Ownership of all owner-and contract purchasers, if applicable-of the subject property. 13. For all corporations and partnerships indicated: a) Articles of Incorporation; b) Certificate from Tallahassee showing good standing, less than one (1) year old; c) Corporate Resolution or a Power of Attorney signed by the secretary of the Corporation authorizing the person who signed the application to do so; d) Non-profit organizations: A list of Board of Directors less than one (1) year old. 14. Certified list of owners of real estate within 500 feet of the subject property. 15. Original Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold Objection Affidavit. 16. Original Public School Concurrency Management System Entered Requirements form. 17. The subject property(ies) cannot have any open code enforcement/lien violations. Rev

4 SPECIAL AREA PLAN APPLICATION 18. What is the acreage of the project/property site? Acreage Previously Approved = 9.038; Total SAP Area = acres; Acreage of this Application = What is the purpose of this application/nature of proposed use? This is an application for an amendment to the Brickell CitiCentre Special Area Plan to add certain lands and authorize a mixed use building as further described in this application. 20. Is the property within the boundaries of a historic site, historic district or archeological zone? Please contact the Planning and Zoning Department on the 3 rd Floor for information. Yes, the Miami River Archaeological Conservation Area 21. Is the property within the boundaries of an Environmental Preservation District? Please contact the Planning and Zoning Department on the 3 rd Floor for information. no 22. What would be the anticipated duration of the presentation in front of the: Planning, Zoning and Appeals Board 15 mins. and/or City Commission 15 mins. 23. An executed Traffic Sufficiency Letter from the City of Miami s traffic consultant. 24. Maps showing the adopted comprehensive plan and existing zoning designations of the area. 25. General location map showing relation to the site or activity to major streets, schools, existing utilities, shopping areas, important physical features in and adjoining the project. 26. Concept Plan: a) Site plan and relevant information. b) Relationships to surrounding existing and proposed uses and activities, systems and facilities. c) How concept affects existing zoning and adopted comprehensive plan principles and designations; tabulation of any required variances, special permits, rezonings or exemptions. 27. Developmental Impact Study (an application for development approval for a Development of Regional Impact may substitute). 28. Twenty (20) Special Area Plan books including one original containing 8½x11 copies of the above documents, including this application and any other pertinent documents. 29. One (1) electronic copy of every document included in the book, individually scanned in.pdf form. For example: 1) Outside Cover; 2) Inside Cover; 3) Table of Contents; etc. 30. Cost of processing according to Section of the Miami City Code*: a. Special Area Plan per acre $ 5, b. Advertising $ 1, c. Traffic Study $ 6, d. School Concurrency Processing $ e. Mail notice fee per notice $ 4.50 f. Meeting package mailing fee per package $ 6.00 *Fees over $25,000.00, shall be paid in the form of a certified check, cashier's check, or money order. Rev

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7 SPECIAL AREA PLAN CHECKLIST Reviewer Name Spencer Crowley Applicant Name Review Date 1 SE 3 rd Ave, Miami, FL 33131, spencer.crowley@akeman.com Contact Information Brickell CityCentre SAP Amendment Project Name and Address Yes No N/A One original survey dated within six months of application, with building baseline established by the Department of Public Works Yes No N/A One original plan signed by all departments (HB, PW, Z & P) Yes No N/A 11x17 copies of the plans and survey to be incorporated in the binders Yes No N/A Current Zoning Referral Yes No N/A Zoning Write-Up Yes No N/A One (1) copy of Recorded Deed (legal description on Deed must match legal description on survey) Yes No N/A Exhibit A, legal description must match survey and Deed Yes No N/A Current photos, two (2) minimum, showing the entire property Yes No N/A Proposed Development Agreement (Article Miami 21 Code) Yes No N/A Other documents as determined by the Planning and Zoning Department Yes No N/A Proof of Lobbyist Registration Yes No N/A Affidavit of Authority to Act Yes No N/A Disclosure of Ownership of all owners Yes No N/A Disclosure of all contract purchasers Yes No N/A Certificate of Status from Tallahassee dated within 1 year of application for Profit and Non-profit owners and contract purchasers Yes No N/A Corporate Res. or Power of Atty. from all owners or Board of Directors Yes No N/A Corp. Res. or Power of Atty. from all contract purchasers Yes No N/A Non-profits: List of Board of Directors (owners) Yes No N/A Non-profits: List of Board of Directors (contract purchasers) Yes No N/A Certified list of adjacent owners within 500 feet Yes No N/A Disclosure of Agreement to Support or Withhold Objection Yes No N/A Public School Concurrency Yes No N/A Code Enforcement violation(s) Yes No N/A All property addresses subject to this request listed Yes No N/A All questions answered Yes No N/A Paid receipt Yes No N/A Traffic Sufficiency Letter Yes No N/A Current Land Use Map Yes No N/A Current Zoning Atlas Yes No N/A General location map Yes No N/A Concept Plan Yes No N/A Development Impact Study Yes No N/A Original Special Area Plan binder containing all information above Yes No N/A 20 copies of Special Area Plan binders containing pertinent information above Yes No N/A CD of PDF files all documents in the binder I, Spencer Crowley, authorize any refund to be issued to Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, FL (Name and Complete Address). *If any information/documentation required above is missing, application is not accepted and all documents are returned to the applicant. *If all required information/documentation is presented, date stamp and initial the application. Rev

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10 EXHIBIT A Subject Property Addresses, Folios & Legal Description Addresses 529 S. Miami Ave. 6 SE 5th St. 5 SE 6th St. 9 SE 6th St. 17 SE 6th St. 23 SE 6th St. 27 SE 6th St. Folios 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, Florida; LESS AND EXCEPT that portion of the above described parcel conveyed by Order of Taking recorded in Official Records Book 11810, Page 2274, of the Public Records of Miami-Dade County, Florida. { ;1}

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31 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: Site 1: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Brickell CityCentre 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 THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. SUBJECT PROPERTY STREET ADDRESS(ES): 637 S. Miami Avenue (Folio No ) 625 S. Miami Avenue (Folio No ) 615 S. Miami Avenue (Folio No ) 601 S. Miami Avenue (Folio No ) 10 SE 6 th Street (Folio No ) 14 SE 6 th Street (Folio No ) 18 SE 6 th Street (Folio No ) 24 SE 6 th Street (Folio No ) 21 SE 7 th Street (Folio No ) 17 SE 7 th Street (Folio No ) 11 SE 7 th Street (Folio No ) OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Project LLC, as Trustee under the provisions of that certain Land Trust Agreement dated as of July 10, 2012 and known as Trust Number BCC-2012 Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M ;1} 1

32 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) BENEFICIAL OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Retail LLC BCC Hotel LLC BCC Serviced Apartments LLC BCC North Residential LLC BCC West Residential LLC BCC Wellness Office LLC BCC General Office LLC BCC Parking LLC BCC Facilities Manager LLC Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One, LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties, Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL {M ;1} 2

33 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management, LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) {M ;1} 3

34 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: Site 2: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Brickell CityCentre East SUBJECT PROPERTY LEGAL DESCRIPTION: PARCEL I: LOTS 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, AND 15, IN BLOCK 106S, OF S.L. & J.B. PATTERSON AND J.F. 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. & J.B. PATTERSON AND J.F. AND B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT BOOK THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING IN SECTION 38, TOWNSHIP 54 SOUTH, RANGE 41 EAST. SUBJECT PROPERTY STREET ADDRESS(ES): 1 SE 8 th Street (Folio No ) 729 S. Miami Avenue (Folio No ) 717 S. Miami Avenue (Folio No ) 2 SE 7 th Street (Folio No ) 10 SE 7 th Street (Folio No ) 14 SE 7 th Street (Folio No ) 18 SE 7 th Street (Folio No ) 22 SE 7 th Street (Folio No ) 34 SE 7 th Street (Folio No ) 45 SE 7 th Street (Folio No ) 29 SE 8 th Street (Folio No ) 15 SE 8 th Street (Folio No ) OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Project LLC, as Trustee under the provisions of that certain Land Trust Agreement dated as of July 10, 2012 and known as Trust Number BCC-2012 Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL {M ;1} 4

35 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) {M ;1} 5

36 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre BENEFICIAL OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Retail LLC BCC Hotel LLC BCC Serviced Apartments LLC BCC North Residential LLC BCC West Residential LLC BCC Wellness Office LLC BCC General Office LLC BCC Parking LLC BCC Facilities Manager LLC Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) {M ;1} 6

37 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: Site 3: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Brickell CityCentre West SUBJECT PROPERTY LEGAL DESCRIPTION: PARCEL I: {M ;1} LOTS 1, 2, 3, IN BLOCK 53S, OF AMENDED PLAT BOOK 38A AND THE NORTH ½ 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 FEET OF SAID LOTS 16, 17, 19, 20, AND 21. AND THAT PORTION OF LOT 22, BLOCK 53S, OF THE MAP OF MIAMI-DADE COUNTY, FLORIDA, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 41, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA. PARCEL II: THE EAST 50 FEET OF LOTS 10, 11, AND 12 IN BLOCK 53A, AMENDED PLAT OF BLOCKS 38A 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, FLORIDA. PARCEL III: THE EAST 50 FEET OF LOTS 13, 14, AND 15, BLOCK 53S, MAP OF MIAMI, DADE COUNTY, FLA., ACCORDING 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. SUBJECT PROPERTY STREET ADDRESS(ES): 1 SW 8 th Street (Folio No ) 19 SW 8 th Street (Folio No ) 29 SW 8 th Street (Folio No ) 55 SW 8 th Street (Folio No ) 75 SW 8 th Street (Folio No ) 78 SW 7 th Street (Folio No ) 70 SW 7 th Street (Folio No ) 7

38 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre 55 SW 7 th Street (Folio No ) 52 SW 7 th Street (Folio No ) 34 SW 7 th Street (Folio No ) 15 SW 7 th Street (Folio No ) 700 S. Miami Avenue (Folio No ) 722 S. Miami Avenue (Folio No ) 726 S. Miami Avenue (Folio No ) OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Project LLC, as Trustee under the provisions of that certain Land Trust Agreement dated as of July 10, 2012 and known as Trust Number BCC-2012 Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong {M ;1} 8

39 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) BENEFICIAL OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Retail LLC BCC Hotel LLC BCC Serviced Apartments LLC BCC North Residential LLC BCC West Residential LLC BCC Wellness Office LLC BCC General Office LLC BCC Parking LLC BCC Facilities Manager LLC Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M ;1} 9

40 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) {M ;1} 10

41 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Site 4: Brickell CityCentre Plaza SUBJECT PROPERTY LEGAL DESCRIPTION: LOTS 5, 6, 8, 8 ½, 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 MIAMI-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 10551, PAGE 1004, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA). SUBJECT PROPERTY STREET ADDRESS(ES): 799 Brickell Plaza (Folio No ) OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Project LLC, as Trustee under the provisions of that certain Land Trust Agreement dated as of July 10, 2012 and known as Trust Number BCC-2012 Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M ;1} 11

42 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) BENEFICIAL OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Plaza LLC Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M ;1} 12

43 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) {M ;1} 13

44 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: Site 5: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Brickell CityCentre North Squared SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1 through 7, in Block 108 South, of S.L & J.B. PATTERSON AND J.F. AND 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, Florida, LESS AND EXCEPT that portion of the above described parcel conveyed by Order of Taking recorded in Official Records Book 11810, Page 2274, of the Public Records of Miami-Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 529 S. Miami Ave. (Folio No ) 6 SE 5th St. (Folio No ) 5 SE 6th St. (Folio No ) 9 SE 6th St. (Folio No ) 17 SE 6th St. (Folio No ) 23 SE 6th St. (Folio No ) 27 SE 6th St. (Folio No ) OWNER'S NAME(S): PERCENTAGE INTEREST (%): Brickell CityCentre Project LLC, as Trustee under the provisions of that certain Land Trust Agreement dated as of July 10, 2012 and known as Trust Number BCC-2012 Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M ;1} 14

45 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) BENEFICIAL OWNER'S NAME(S): PERCENTAGE INTEREST (%): BCC North Squared LLC Swire Properties One LLC 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M ;1} 15

46 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION Project Name: DISCLOSURE OF OWNERSHIP Exhibit "B" Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 100% 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited Swire Pacific Limited 100% (public-traded on Hong Kong Stock Exchange) 33/F, One Pacific Place 88 Queensway Hong Kong (GPO Box 1, Hong Kong) {M ;1} 16

47 State of Florida Department of State I certify from the records of this office that BRICKELL CITYCENTRE PROJECT LLC is a limited liability company organized under the laws of the State of Florida, filed on May 23, The document number of this limited liability company is L I further certify that said limited liability company has paid all fees due this office through December 31, 2012, and its status is active. I further certify that said limited liability company has not filed Articles of Dissolution. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Seventh day of December, 2012 Authentication ID: L To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed.

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76 This instrument Prepared by and after Recording Return To: T. Spencer Crowley, Esq. Akerman Senterfitt 1 SE Third Avenue, 25 th Floor Miami, FL AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND BRICKELL CITYCENTRE PROJECT LLC, REGARDING DEVELOPMENT OF THE BRICKELL CITYCENTRE PROJECT THIS AGREEMENT is entered this day of, 2013, by and between BRICKELL CITYCENTRE PROJECT LLC, a Florida for profit corporation ("Swire"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Swire and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, Swire holds fee simple title to 10 acres of property in the Brickell area of downtown Miami, WHEREAS, the property is more specifically located south of the Miami River, west of Brickell Avenue, north of SW 8 th Street and east of NW 1 st Avenue (the "Property"; sketch and legal descriptions of which are attached as Exhibit "A"); WHEREAS, the Property spans five city blocks and is located between two mass transit lines; WHEREAS, the Property is currently underutilized in that it predominantly consists of vacant, undeveloped lots secured by chain link fencing; WHEREAS, the current status of the Property is inconsistent with the City's vision to develop a world class downtown, and the City wishes to encourage redevelopment of the Property; WHEREAS, Swire wishes to redevelop the Property as a higher density, mixeduse, pedestrian oriented, urban development known as Brickell CityCentre which will provide much needed retail for the Brickell and Downtown area of Miami (the "Project"); WHEREAS, in order to maximize efficiency and design of Brickell CityCentre, Swire desires to construct two levels of underground parking; { ;1}

77 WHEREAS, a process exists within the City's zoning code ("Miami 21") which allows parcels of more than nine abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design; WHEREAS, the result of this master planning process is known as a "Special Area Plan" or "SAP"; WHEREAS, on July 28, 2011, the City of Miami approved an SAP for the Brickell CityCentre Project; WHEREAS, Miami 21 requires development within an SAP to be governed by a Development Agreement between the property owner and the City; WHEREAS, on October 24, 2011, Swire recorded a Development Agreement for the Brickell CityCentre Project; WHEREAS, Swire recently acquired an additional city block known as "N2", located between SE 5 th Street and SE 6 th Street and between South Miami Avenue and SE 1 st Avenue; WHEREAS, the City and Swire wish to rezone the N2 block from T6-48B-0 to Brickell CityCenter SAP in order to encourage redevelopment of the Property and effectuate the Project; WHEREAS, the City and Swire wish to amend the Development Agreement for Brickell CityCentre to include the N2 block in order to encourage redevelopment of the Property and effectuate the Project; WHEREAS, this Amended and Restated Development Agreement ("Agreement") supersedes the Development Agreement which was recorded on October 24, 2011 and satisfies the requirement set forth in Miami 21; WHEREAS, the City and Swire wish for development of the Project to proceed substantially in accordance with the Regulating Plan and Design Guidelines attached as Exhibit "B" ("Regulating Plan and Design Guidelines"); WHEREAS, the Property is designated Restricted Commercial, with an Urban Central Business District Overlay, in the Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan"); WHEREAS, the City and Swire wish for development of the Project to proceed in a manner which is consistent with the Comprehensive Plan; WHEREAS, the Project is located in the Downtown Development of Regional Impact ("DDRI"); { ;1}

78 WHEREAS, as of the Effective Date, the DDRI has sufficient development capacity to accommodate the Project and Swire has reserved such capacity through appropriate means with the City; WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; WHEREAS, assurance to a developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; WHEREAS, the City Commission pursuant to Ordinance No. XXXXX, adopted March 28, 2013 has authorized the City Manager to execute this Agreement upon the terms and conditions as set forth below, and the Boards of Directors have authorized Swire to execute this Agreement upon the terms and conditions set forth below; NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties mutually agree and bind themselves as set forth herein: Section 1. 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 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) (b) (c) (d) (e) (f) A defined term has the meaning assigned to it; Words in the singular include the plural, and words in plural include the singular; A pronoun in one gender includes and applies to other genders as well; The terms "hereunder", "herein", "hereof, "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or Swire, as all parties are drafters of this Agreement; and The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the { ;1}

79 Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21. "Agreement" means this Agreement between the City and Swire. "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. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2010), meeting the requirements of Section , Florida Statutes (2010), Section , Florida Statutes (2010) and Section (2), Florida Statutes (2010), which is in effect as of the Effective Date. "County" means Miami-Dade County, a political subdivision of the State of Florida. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three or more parcels and such other activities described in Section (4), Florida Statutes (2010). "Effective Date" is the date of recordation of the executed, original version of this Agreement. "Existing Zoning" is (a) Miami 21 Code, January 2011, specifically including the Brickell CityCentre SAP, and (b) the provisions of the Charter and City Code of Miami ("Code") which regulate development, specifically including Chapters 10, 13, 22, 23, 36, 54, 55 and 62 of the Code as amended through October 24, 2011 (the date of recordation of the first Development Agreement for Brickell CityCenter), which together comprise the effective land development regulations governing development of the Property as of the date of recordation of the original Development Agreement. "Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land. { ;1}

80 "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. Section 4. Purpose. The purpose of this Agreement is for the City to authorize Swire to develop the Project pursuant to the Brickell CityCentre SAP. This Agreement will establish the land development regulations, referred to as the "Existing Zoning" which will govern development of the Project, thereby providing the Parties with additional certainty during the development process. This Agreement also satisfies Section f., Miami 21. Section 5. Intent. Swire and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Brickell CityCentre SAP, this Development Agreement, the Comprehensive Plan and the Florida Local Government Development Agreement Act, Section , Florida Statutes (2010). Section 6. Applicability. This Agreement only applies to the Project. Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami-Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to Section , Florida Statutes (2010). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and personal representatives. Section 8. Permitted Development Uses and Building Intensities. (a) Brickell CityCentre SAP Designation. The City has designated the Property as Brickell CityCentre SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The Brickell CityCentre Regulating Plan and Design Guidelines are attached as Exhibit "B". In approving the Brickell CityCentre SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning. (b) Density, Intensity, Uses and Building Heights. (1) As of the Effective Date and pursuant to the Brickell CityCentre SAP, the density proposed for the Property is approximately 120 units per acre, and the intensity proposed for the Property is measured by an above-ground Floor Lot Ratio of approximately 13 (specifically excluding underground parking and circulation). { ;1}

81 (2) The non-residential development permitted on the Property includes, but is not limited to, the following uses: office, hotel, retail, entertainment, medical office, academic space and any other uses permitted by the Existing Zoning. (3) As of the Effective Date and pursuant to the Brickell CityCentre SAP, the maximum height proposed for the Project is 683 feet, and the maximum height proposed for the Pedestal is 129 feet (Phase I and IA) and 160 feet (Phase II). (4) Nothing herein shall prohibit Swire from requesting an increase in the density or intensity of development permitted on the Property, as long as such increase in density or intensity is consistent with the Comprehensive Plan as it exists on the Effective Date. (c) (d) Section 9. (a) Environmental. The City finds that the Project will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Swire agree that Swire will comply with the intent and requirements of Chapter 17 of the City Code by performing tree replacement within 1 mile of the Project, with an emphasis on 7 th Street, 8 th Street and South Miami Avenue. City agrees to facilitate the permitting and planting of replacement trees on all publicly owned property in this area. Archaeological. Because of the Project's location in a high probabilit y archaeological zone, the City will require Swire to obtain a certificate to dig prior to any ground disturbing activities. However, in no case shall the City require archaeological monitoring after soil/tree removal (i.e., during excavation of the limestone bedrock). Connectivity and Activity within Public Right-of-Way. Connectivity. A critical element to the success of the Project is above grade and below grade connectivity between blocks and through public rights-of-way. This connectivity should be encouraged both within the Project and between the Project and Abutting property. This connectivity will result in ease of access, minimized pedestrian and vehicular conflicts, and reduction of the Project's traffic impacts by permitting internalized traffic circulation. In order to activate the above grade connections, Swire proposes to locate commercial activity in this area. Swire recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami-Dade County and the Florida Department of Transportation. The City finds and determines that establishing such connectivity and commercial usage serves a public purpose, and City agrees to support Swire's efforts to obtain any authorization to establish such connectivity and commercial usage. { ;1}

82 The City finds that the authorization of such uses within the public right-ofway will have no adverse effect(s) on the provision of natural light, circulation of air, or increase the adverse effects resulting from fire, floods, tornadoes, and hurricanes. It is further found that the presence of such uses within the right-of-way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation and circulation; or adversely impact the advancement of the safety, health, amenity and general welfare within the City. Given the public benefits conferred upon the City by the above-grade and below-grade connectivity between blocks and across the public rights-ofway, the provisions of Sec shall not apply within the Brickell CityCentre SAP. (b) Construction of encroachments within the Public Right-of-Way. The City finds that the proposed encroachments do not unduly restrict the use of the public right-of-way and is a necessary and essential element in the construction of the pedestrian walkways above the public rights-of-way and vehicular underpasses below the same rights-of-way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec (b) of the City Code. Notwithstanding the requirements of Sec (c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments into the public rights-ofway. Further, this Agreement shall satisfy the requirements of Sec (d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, Swire further covenants to: (1) Maintain the above-grade pedestrian walkways and below-grade vehicular underpasses in accordance with the Florida Building Code and the City Charter and Code. (2) Provide an insurance policy, in an amount determined by the city's risk manager, naming the city as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist in the right-of-way. Should Swire fail to continue to provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner's abutting private property for the total cost of the premium. { ;1}

83 (3) Swire shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the pedestrian walkways and vehicular underpasses and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. (c) Activity within the Public Right-of-Way. Notwithstanding the limitations set forth in Sec of the City Code, the City shall permit Food Service Establishment(s) and/or General Commercial uses, as defined in Miami 21, in the above-grade pedestrian walkways located within the public right-of-way, following approval by SAP Permit. Section 10. Project Approval. (a) Future Development Review. Future development within the Brickell CityCentre SAP shall proceed pursuant to the process established in the Brickell CityCentre Regulating Plan and Design Guidelines, attached as Exhibit "C". The criteria to be used in determining whether future development shall be approved is consistency with the Comprehensive Plan, this Agreement and the Brickell CityCentre SAP. (b) Prohibition on Downzoning. (1) The Comprehensive Plan, this Agreement and the Brickell CityCentre SAP shall govern development of the Property for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the Property only if the determinations required by Section 163,3233(2), Florida Statutes (2010) have been made after 30 days written notice to Swire and at a public hearing. (2) Pursuant to Section (3), Florida Statutes (2010), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to Swire under Florida or Federal law. As a result, Swire may challenge any subsequently adopted changes to land development regulations based on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2010). (c) Development of Regional Impact. (1) City and Swire agree that as of the Effective Date, sufficient capacity remains under the DDRI to accommodate the Project and that Swire has reserved the capacity necessary to develop the Project. { ;1}

84 (2) City agrees that any DRI development order which the City adopts after the Effective Date and which applies to the Property will (i) be consistent with this Agreement and the BrickellCityCentre SAP, (ii) include a Use/Intensity conversion table to allow for a reasonable level of flexibility with respect to the mix and intensity of uses in order to respond to changing market conditions. (3) The City agrees that if the Miami Downtown Development Authority decides to abandon, terminate, rescind or otherwise render ineffective the DDRI Development Order, Swire shall no longer be responsible for payment of DDRI fees. Further, if the Miami Downtown Development Authority decides to abandon, terminate, rescind or otherwise render ineffective the DDRI Development Order, the City agrees to refund any payment of DDRI fees made by Swire within twenty four (24) months of the decision to abandon, terminate, rescind or otherwise render ineffective the DDRI Development Order. Section 11. Retail Specialty Center Designation. Pursuant to Chapter 4 of the City Code, each block of the five-block Brickell CityCentre Property is designated as a retail specialty center. Section 12. Job Creation. Swire shall consult with local and/or state economic development entities regarding job training and job placement services to city residents seeking employment opportunities with potential employers which will locate or establish business within the Project. Section 13. Local Development Permits. (a) The development of the Property in accordance with the Existing Zoning is contemplated by Swire. The Project may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals, including acting as an applicant. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (1) Subdivision plat and/or waiver of plat approvals; (2) Covenant or Unity of Title acceptance or the release of existing unities or covenants; (3) Building permits; (4) Certificates of use and/or occupancy; { ;1}

85 (5) Stormwater Permits; (6) Development of Regional Impact approval, modification or exemption; and (7) Any other official action of the City, County, or any other government agency having the effect of permitting development of the Property. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project on one of the Property shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 14. Consistency with Comprehensive Plan. The City finds that development of the Property in conformity with the Existing Zoning is consistent with the Comprehensive Plan. As of the Effective Date, Swire is conducting an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require Swire to provide additional Public Facilities to accommodate the Project, Swire will provide such Public Facilities consistent with the timing requirements of Section , Florida Statutes (2010). Swire shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement. Section 15. Necessity of Complying with Local Regulations Relative to Development Permits. Swire and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall not relieve Swire of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Section 16. Reservation of Development Rights. (a) (b) (c) For the term of this Agreement, the City hereby agrees that it shall permit the development of the Property in accordance with the Existing Zoning, the Comprehensive Plan and the Agreement. Nothing herein shall prohibit an increase in the density or intensity of development permitted on the Property in a manner consistent with (a) the Existing Zoning and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by Swire in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any { ;1}

86 claims of vested rights or equitable estoppel, obtained or held by Swire or its successors or assigns to continue development of the Property in conformity with Existing Zoning and all prior and subsequent development permits or development orders granted by the City. Section 17. Brickell Trolley. Swire acknowledges that the City is currently planning to develop a trolley system which may traverse or abut the Brickell CityCentre District. Swire agrees to cooperate with the City so that any portion of the trolley route which runs through, or adjacent to, the Brickell CityCentre District can be accommodated within the dedicated public rights-of-way. City agrees to evaluate whether at least one northbound and one southbound trolley stop can be incorporated into the Brickell CityCentre District. Section 18. Annual Review. (a) (b) (c) The City shall review the development that is subject to this Agreement once every 12 months, commencing 12 months after the Effective Date. The City shall begin the review process by giving notice to Swire, a minimum of 30 days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement. Any information required of Swire during an annual review shall be limited to that necessary to determine the extent to which the Developer is proceeding in good faith to comply with the terms of this Agreement. If the City finds on the basis of competent substantial evidence that Swire has not proceeded in good faith to comply with the terms of the Agreement, the City may terminate or amend this Agreement after providing 30 days written notice to Swire and at a public hearing. Section 19. Notices. (a) All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. { ;1}