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T. Spencer Crowley Akerman sentertitt One Southeast Third Avenue Suite 2500 Miami, FL 33131-1714 Tel: 305,374,5600 Fax: 305.374.5095 January 7, 2012 Revised February 14, 2013 Via Submission of SAP Application Francisco Garcia Planning Director City of Miami 444 SW 2rd Avenue Miami, FL 33130 Re: Letter of Intent for Amendment to Brickell CityCentre SAP - "N2" Dear Mr. Garcia: As you know, this firm represents Swire Properties ("Swire") and its affiliates in matters regarding development of the Brickell CityCentre Project. The City of Miami has approved several development orders related to the Project, most notably the Brickell CityCentre Special Area Plan (the "SAP") in July of 2011 and two subsequent SAP Permits which implement the SAP. On behalf of Swire and the entire BCC project team, we are pleased to join the City of Miami in the submittal of this amendment to the Brickell CityCentre SAP. This amendment will incorporate an additional city block - known as N2 - into the Project. The N2 block is located directly north of the Project, between SE 5th Street and SE 6tr' Street, and between South Miami Avenue and NE 1st Avenue. The development program for the N2 block is approximately 350 residential units, up to 120,000 sf of retail space' and 772 parking spaces. As with other portions of Brickell CityCentre, N2 will be physically linked to the rest of the Project through above and below ground connections which will span SE 6'h Street. This application proposes minor modifications to the T6-48b-O transect designation that currently governs development on the subject parcels. The modifications will facilitate the physical linkage of N2 to the rest of the Project and will allow for the creation of 256 parking spaces below grade. As with the original SAP application, this amendment contemplates a number of significant elements designed to enhance the public realm. Foremost among such elements is a continuation of the linear park under the Metromover tracks between SE 5'h Street and SE 6th Street. In addition to the linear park improvements, SE 6th Street will be significantly improved as a result of new landscaping, lighting and sidewalks. The proposed application will also produce tremendous recurring fiscal benefits for the City of Miami. Among the anticipated fiscal benefits are ad valorem tax remittances of approximately $2.42 million for both the city's general fund and debt service, $200,000 in annual parking surcharge revenues, and approximately 260 permanent jobs. 1 Ttler4 r $11'-Of proposed retail space included in the plans is approximately 82,000 sf. However, Swire has analyzed the impacts (traffic, water, sewer, etc) and will pay the tees (DPI fees, impact fees, water and sewer connection charges, etc.) associated with 120,000 sf of retail development. Any increase in development over the currently proposed approximately 82,000 sf must be approved by the City pursuant to an SAP Permit. (2559293 l:2 Although this application is technically an amendment to the previously approved Brickell CitiCentre SAP, it is important to emphasize that this application only addresses the N2 block and its connection to the Project through SE 6'" Street. The remainder of the Project will remain unchanged and will be developed in accordance with the original SAP and subsequently issued SAP Permits. As a result of this application, the Development Agreement for Brickell CityCentre will be amended and restated to include the N2 block. Additionally, revisions specific to the N2 block will be incorporated into the design guidelines and regulating plan. In conclusion, Swire is privileged to be a part of the transformation of downtown Miami and the Brickell neighborhood. This amendment to the Brickell CityCentre SAP furthers the positive momentum and expands the potential impact of the original SAP approval. On behalf of Swire, we respectfully request the city's approval of this SAP application. Sincerely. Th T. Spencer Crowle cc: Barnaby Min Carmen Sanchez Anel Rodriguez 2; y293;x:zt SPECIAL AREA PLAN APPLICATION Please refer to Articles 3.9 of the Miami Code for Special Area Plans information. 1 SV 4. One (1) original survey dated within six (6) months from the date of application prepared Lora Sf to of Florida registered land surveyor. G Project name: Brickell CityCentre — N2 Applicant(s): Spencer Crowley on behalf of Brickell CityCentre Project LLC & Johnny Martinez on behalf of City of Miami 3. Subject property address(es) and folio number(s): see attached Exhibit A 5. 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. 6. After Hearing Boards, Public Works, Zoning and Planning initial and date the plans, 11x17" copies of the original plan, including the survey, to be incorporated in the Special Area Plan binders. 7. Current Zoning Referral and Write -Up signed by the Office of Zoning designee. 8. 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. 9. A clear and legible copy of the subject property address(es) and legal description(s) on a separate sheet, labeled as "Exhibit A", to match with the current survey's legal description. 10. At least two photographs showing the entire property showing land and improvements. 11. 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 ail 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 enforcementllien violations. Rev. 07-201 _2• SPECIAL AREA PLAN APPLICATION 18. What is the acreage of the project/property site? Acreage Previously Approved = 9.038; Total SAP Area = 10.021 acres; Acreage of this Application = 0.983 19. 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 3rd 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 3rd 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 8Y2x11" 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 62-22 of the Miami City Code*: a. Special Area Plan per acre $ 5,000.00 b. Advertising $ 1,500.00 c. Traffic Study $ 6,000.00 d. School Concurrency Processing $ 150.00 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. 07-2012 4 SPECIAL AREA PLAN APPLICATION Downtown Development of Regional impact fee, Southeast Overtown Park West Development of Regional impact fee and Public School Concurrency fee may apply. Please contact the Planning and Zoning Department once development program is finalized. OSignature Address 1 SE 3rd Avenue, 25th Floor Name S. encer Cro ' le Telephone 305-982-5549 STATE OF FLORIDA -- COUNTY OF MIAMI-DADE Miami, FL 33131 E-mail spencer.crowleyaakerman.com foregoing was acknowledged before me this J day of 20 , by Spencer Crowley o is a(n) individual/partner/agent/co oration of _ - _ a(n) individual/partnershiplcorporation.-{•he is personally known to or who has produced as identifi -tion and w o (Stamp) DIANA INN 1 -SATA NOTARY PUBLIC STATE OF FLORIDA Comm# EE101480 Emirus 6/812015 Sign ure an oath. Rev. 07-2012 5 SPECIAL AREA PLAN APPLICATION Downtown Development of Regional Impact fee, Southeast Overtown Park West Development of Regional Impact fee and Public School Concurrency fee may apply. Please contact the Planning and Zoning Department once development program is finalized. Signature Name Telephone f e STATE OF FLORIDA -- COUNTY OF MEAMI-DADE Address E-mail The foregoing was acknowledged before me this 21- day of De-fe-r-r i-, 20 ' 1 , by who is a(n) individual/partner/a en orporation of (-',,,LA c -r- Mrr,r a(n) individual/partnership/corpora ion. He/She is personally known to me or who has produced _ CVO_ as identification and who did (did not) take an oath. 1 ,: "aft 4efiA 1O+a--(s� a - (Stamp) Signature eklic_cii 2J rJeav, kbl t� J a Rev. 07-2012 SPECIAL AREA PLAN CHECKLIST Reviewer Name Spencer Crowley Applicant Name Brickell CityCentre SAP Amendment Project Name and Address ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ No ❑ No ❑ No ❑ No ❑ No ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ No ❑ N/A ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ Yes ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A ❑ N/A 1, Spencer Crowley Drive, Suite 600, Miami, FL 33131 Review Date 1 SE 3rd Ave, Miami, FL 33131, spencer.crowley(a)akeman.com Contact Information One original survey dated within six months of application, with building baseline established by the Department of Public Works One original plan signed by all departments (HB, PW, Z & P) 11x17" copies of the plans and survey to be incorporated in the binders Current Zoning Referral Zoning Write -Up One (1) copy of Recorded Deed (legal description on Deed must match legal description on survey) "Exhibit A", legal description must match survey and Deed Current photos, two (2) minimum, showing the entire property Proposed Development Agreement (Article 3.9.1 Miami 21 Code) Other documents as determined by the Planning and Zoning Department Proof of Lobbyist Registration Affidavit of Authority to Act Disclosure of Ownership of all owners Disclosure of all contract purchasers Certificate of Status from Tallahassee dated within 1 year of application for Profit and Non-profit owners and contract purchasers Corporate Res. or Power of Atty. from all owners or Board of Directors Corp. Res. or Power of Atty. from all contract purchasers Non -profits: List of Board of Directors (owners) Non -profits: List of Board of Directors (contract purchasers) Certified list of adjacent owners within 500 feet Disclosure of Agreement to Support or Withhold Objection Public School Concurrency Code Enforcement violation(s) All property addresses subject to this request listed All questions answered Paid receipt Traffic Sufficiency Letter Current Land Use Map Current Zoning Atlas General location map Concept Plan Development Impact Study Original Special Area Plan binder containing all information above 20 copies of Special Area Plan binders containing pertinent information above CD of PDF files all documents in the binder , authorize any refund to be issued to Swire Properties, 501 Brickell Key (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. 07-2012 10 Brickell CitiCentre Directory of Project Principals Owner/Applicant Swire Properties 501 Brickell Key Drive # 600 Miami, FL 33131-2608 Stephen Owens President sowe ns @swi rep rops . co m Christopher Gandolfo Vice President of Development cgandolfo@swireprops.com T: 305.371.3877 F: 305.371.9324 T: 305.371.3877 F: 305,371.9324 Land Use Attorney Akerman Senterfitt 1 5E 3`d Avenue 25th Floor Miami FL 33131 T. Spencer Crowley III Shareholder soencer.crowlev@akerma n.com Javier E. Fernandez Associate javierfernandez@akerman.com Nelsen Kasdin Chair, Land Use & Entitlements Practice neisen. kasdin@akerman.com T: 305.374.5600 F: 305.374.5095 C: 305.982.5549 T: 305.374.5600 F: 305.374.5095 C: 305-755.5714 T: 305.374.5600 F: 305.374.5095 Architect ArquitectonIca 2900 Oak Avenue Miami FL 33133 Bernardo Fort -Brescia FAIA Founding Principal bfort@arquitectonica.com Anne Cotter AIA LEER AP Project Director/Architect acotter@arquitectonica.com T: 305.372.1812 X.1002 F: 305.372.1175 T: 305.372.1812 X.1016 F: 305.372.1175 C: 305.989.3364 Surveyor Fortin, Leavy, Skiles, Inc. 180 NE 168th Street North Miami Beach, Florida 33162 Leiter Perez & Associates, Inc. 160 NW 176th Street, Suite 403 Miami, FL 33169 Daniel C. Fortin Jr., PSM danjrC8flssurvev.com Irene Perez, E.I. Vice President irene@leiteroerez.com T: 305.653.4493 F: 305.651.7152 T: 305.652.5133 F: 305-652.0411 Traffic Consultant Kimley Horn 1221 Brickell Avenue Suite 400 Miami, FL 33131 Adrian Dabkowski P.E., PTOE adrian.dabkowski@kimley-horn.com T: 954.535.5100 F: 954.739.2247 C: 954.739.2247 Economic Consultant Miami Economic Associates, Inc. Andrew Dolkart 6861 SW 89`" Terrace President I T: 305.669.0229 F: 305.669.8534 Brickell CitiCentre Directory of Project Principals Miami FL 33156 meaink@bellsouth.net Civil Engineer Kimley Horn 1221 Srickell Avenue Suite 400 Miami, FL 33131 Aaron Buchler, P.F. (FL) aaron.buchler@kimlev-horn.com T: 305.673.2025 F: 305.673.7760 Landscape Architect ArquitectonicaGED 2900 Oak Avenue Miami FL 33133 Margarita Blanco m blanco@a rquitecton ica. com Jeremy Gauger jgauger@arquitectonica.com T: 305.372.1812 X.1100 F: 305.379.8362 T: 305.372.1812 X. 1101 F: 305.379.8362 Parking► Consultant TimHaahs 10305 NW 41st Street Suite 201 Miami, FL 33178 2IPage Victor Caban AIA LEED AP Project Designer vcaban@timhaahs.com T: 305.592.7123 X.16 F: 305.890.5177 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 01-0210-060-1270 01-0210-060-1280 01-0210-060-1290 01-0210-060-1300 01-0210-060-1310 01-0210-060-1320 01-0210-060-1330 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. {25443484;1} 111111111111111111111111111111111111111111111 This instrument prepared by and after recording return to: Name: Nancy B. Lash, Esq. Address: Greenberg Traurig, P.A. 333 Avenue of the Americas Miami, Florida 33131 Property Appraiser's Folio Nos.: See Exhibit A yam_ N 20 12R04 p 7tr'O2 OR Bl' 28184 F'as 0688 - 692; (F.5p S, RECORDED 07/11/2012 i5:32:44. H',RVEY RUG+IN, CLERK OF COURT h IAMI-DADE COUNTY f FLORIDA (Space Reserved for Clerk of the Court) CONVEYANCE DEED TO TRUSTEE UNDER LAND TRUST AGREEMENT (BCC North Squared Parcel) THIS CONVEYANCE DEED TO TRUSTEE UNDER LAND TRUST AGREEMENT (the "Deed") is made as of this 10th day of July, 2012, by BCC NORTH SQUARED LLC, a Florida limited liability company ("Grantor"), whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131, to BRICKELL CITICENTRE LLC, a Florida limited liability company, as trustee ("Trustee") under the provisions of that certain Land Trust Agreement (as the same may be modified, amended, restated and supplemented from time to time, the "Trust Agreement") dated as of July 10, 2012 and known as Trust Number BCC- 2012 ("Grantee"), whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131. WITNESSETH: That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, hereby conveys and warrants unto Grantee the following property located in Miami -Dade County, Florida (the "Property"): See Exhibit A attached hereto and by this reference made a part hereof. TOGETHER with all the tenements, hereditaments, easements (temporary and permanent), privileges, rights -of -way, lands underlying any adjacent streets or roads appurtenant to the Property and all other appurtenances thereto belonging or in any way appertaining to the Property. TOGETHER with all buildings, structures and other facilities now or hereafter located on the Property. NOTE TO RECORDER: THIS IS A CONVEYANCE TO A LAND TRUS'T PURSUANT TO FLORIDA STATUTES §689.071 IN WHICH GRANTOR IS THE BENEFICIARY OF THE LAND TRUST WITH RESPECT TO THE PROPERTY CONVEYED HEREBY. THIS DEED IS EXEMPT FROM DOCUMENTARY STAMP TAX AND SURTAX PURSUANT TO RULE 12B-4.013(29)(a) OF THE FLORIDA ADMINISTRATIVE CODE SINCE THERE IS NO CHANGE IN THE BENEFICIAL OWNERSHIP OF THE PROPERTY. SUBJECT TO (i) taxes and assessments for the year 2012 and subsequent years; (ii) restrictions, reservations, easements, covenants, agreements, limitations, and other matters of record, without hereby reimposing the same, and (iii) all laws, ordinances, and governmental regulations, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations. TO HAVE AND TO HOLD the Property with the appurtenances upon the trust and for the uses and purposes herein and in said Trust Agreement and Declaration of Trust set forth. Pursuant to Florida Statutes §689.071, full power and authority is hereby granted to Trustee to protect, conserve, improve, sell, lease, encumber or otherwise to manage and dispose of the Property, which shall include the power and authority: (a) to improve and subdivide the Property (or any part thereof), and to vacate any subdivision and resubdivide the Property (or any portion thereof); (b) to contract to sell, grant options to purchase, and sell on any terms; (c) to take back, foreclose and release mortgages; (d) to convey the Property either with or without consideration; (e) to donate, dedicate, mortgage, pledge or otherwise encumber the Property (or any part thereof); (f) to lease the Property (or any part thereof), from time to time, in possession or reversion, by leases to commence in praesenti or in futuro, and upon any terms and for any period or periods of time, not exceeding in the case of any single demise the term of one hundred twenty-five (125) years, and to renew or extend leases upon any terms and for any period or periods of time, and to amend, change or modify leases and the terms and provisions thereof at any time or times; (g) to contract to make leases and to grant options to lease, options to renew leases and options to purchase the whole or any part of the reversion, and to contract respecting the manner of fixing the amount of present and future rentals; (h) to partition or exchange the Property (or any part thereof), for other real or personal property; (i) to grant easements or charges of any kind; (j) to submit the Property (or any part thereof) to the condominium form of ownership or to any other collective ownership regime; (k) to release, convey or assign any right, title or interest in the Property (or any part thereof); and 2 (1) to deal with the Property and every part thereof in all other ways and for such other considerations as it would be lawful for any person owning the same to deal with the same, whether similar to or different from the ways above specified, from time to time and at any time hereafter. No party dealing with Trustee in relation to the Property or to whom the Property or any part thereof shall be conveyed, contracted to be sold, leased or mortgaged by Trustee, shall be obliged to see to the application of any purchase money, rent, or money borrowed or advanced on the Property, or be obliged to see that the terms of the trust have been complied with, or be obliged to inquire into the authority, necessity or expediency of any act of Trustee, or be obliged or privileged to inquire into any of the terms of the Trust Agreement; and every deed, trust deed, mortgage, lease or other instrument executed by Trustee in relation to the Property shall be conclusive evidence in favor of every person relying upon or claiming under any such conveyance, lease or other instrument: (i) that at the time of the delivery thereof the trust created by this Deed and by the Trust Agreement was in full force and effect; (ii) that such conveyance or otherinstrument was executed in accordance with the trusts, conditions and limitations contained in this Deed and in the Trust Agreement and binding upon all beneficiaries thereunder; (iii) that Trustee .was duly authorized and empowered to execute and deliver every such deed, trust deed, lease, mortgage or other instrument; and (iv) if the conveyance is made to a successor or successors in trust, that such successor or successors in trust have been properly appointed and are fully vested with all the title, estate, rights, powers, duties and obligations of the predecessor in trust. The interest of any beneficiary hereunder and under the Trust Agreement is hereby declared to be personal property and may be assigned and transferred as such. Although legal and record title to the Property shall be held by Trustee pursuant to the terms of this Deed and the Trust Agreement, the rights, benefits and obligations with respect to the Property (including the power of direction under Florida Statutes §689.071) shall belong exclusively to the applicable beneficiary thereof. And Grantor, subject to the matters set forth herein, specially warrants title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against no others. [SIGNATURE ON FOLLOWING PAGE] 3 IN WITNESS WHEREOF, Grantor has set its hand and seal as of the day and year first above written. Signed, sealed and delivered GRANTOR: in the presence of: BCC NORTH SQUARED LLC, a Florida limited liability company G71/1-�,)' lam„r ��\ By: Y1 (il _q it { , Gregg E. Toland, Vice President Print Name 0 LC lk LA (,(5 ezepd J a c Print Name STATE OF FLORIDA SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 10 day of July, 2012 by Gregg E. Toland, as Vice President of BCC NORTH SQUARED LLC, a Florida limited liability company, on behalf of said limited liability company. He appeared before me and is personally known to me or produced as identification. [NOTARIAL SEAL] ERIKA D. TEJEDA MY COMMISSION # DD 302299 EXPIRES: July 6, 2013 F:''' Bonded Thor Notary Public Underwriters Notary: (1%t'L_��% Print Name: 67 • T Notary Public, State of Florida My commission expires: (XJ I (7) (' / t Commission Number: O 'I 0 Signature Page to Conveyance Deed to Trustee Under Land Trust Agreement (BCC North Squared Parcel) OR Bk. 28:184 PG 06?2 LAST PAGE EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Property Appraiser's Folio Nos. 0102100601270, 0102100601290, 0102100601280, 0102100601300, 0102100601310, 0102100601320 and 0102100601330 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. STATE OF FL^Rin . r^i!r ry nc: DADE INLRE�VCI�CRlb,..;b, origj, d filed ir, „n' iii cn..._ HARVU ii CLG 'of r:.' /7 [ nty,Jiffs W1TNES. my hand ans' 111111111111111111111111111111111111111111111 This instrument prepared by and after recording return to: Name: Nancy B. Lash, Esq. Address: Greenberg Traurig, P.A. 333 Avenue of the Americas Miami, Florida 33131 Property Appraiser's Folio Nos.: See Exhibit A C:FN 2 0 12R.04878:0 L)R Bk 81 4 F'_.s C1667 ... 682; (16P9a) RECORDED 07/11/20 2 15;32;44 HARVEY RUB,+IN, C:LERK`. OF COURT i AMI _DADE COU'.ITY, FL ORIUA (Space Reserved for Clerk of the Court CONVEYANCE DEED TO TRUSTEE UNDER LAND TRUST AGREEMENT (BCC Main Realty) THIS CONVEYANCE DEED TO TRUSTEE UNDER LAND TRUST AGREEMENT (the "Deed") is made as of this 10th day of July, 2012, by BRICKELL CITICENTRE RETAIL LLC, a Florida limited liability company formerly known as Brickell CitiCentre West LLC, merger successor to Brickell CitiCentre East LLC and Brickell CitiCentre North LLC ("Grantor"), whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131, to BRICKELL CITICENTRE LLC, a Florida limited liability company, as trustee ("Trustee") under the provisions of that certain Land Trust Agreement (as the same may be modified, amended, restated and supplemented from time to time, the "Trust Agreement") dated as of July 10, 2012 and known as Trust Number BCC-2012 ("Grantee"), whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131. WITNESSETH: That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, hereby conveys and warrants unto Grantee the following property located in Miami -Dade County, Florida (the "Property"): See Exhibit A attached hereto and by this reference made a part hereof. TOGETHER with all the tenements, hereditaments, easements (temporary and permanent), privileges, rights -of -way, lands underlying any adjacent streets or roads appurtenant to the Property and all other appurtenances thereto belonging or in any way appertaining to the Property. TOGETHER with all buildings, structures and other facilities now or hereafter located on the Property. NOTE TO RECORDER: THIS IS A CONVEYANCE TO A LAND TRUST PURSUANT TO FLORIDA STATUTES §689.071 IN WHICH GRANTOR IS THE BENEFICIARY OF THE LAND TRUST WITH RESPECT TO THE PROPERTY CONVEYED HEREBY. THIS DEED IS EXEMPT FROM DOCUMENTARY STAMP TAX AND SURTAX PURSUANT TO RULE 12B-4.013(29)(a) OF THE FLORIDA ADMINISTRATIVE CODE SINCE THERE IS NO CHANGE IN THE BENEFICIAL OWNERSHIP OF THE PROPERTY. SUBJECT TO (i) taxes and assessments for the year 2012 and subsequent years; (ii) restrictions, reservations, easements, covenants, agreements, limitations, and other matters of record, without hereby reimposing the same, and (iii) all laws, ordinances, and governmental regulations, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations. TO HAVE AND TO HOLD the Property with the appurtenances upon the trust and for the uses and purposes herein and in said Trust Agreement and Declaration of Trust set forth. Pursuant to Florida Statutes §689.071, full power and authority is hereby granted to Trustee to protect, conserve, improve, sell, lease, encumber or otherwise to manage and dispose of the Property, which shall include the power and authority: (a) to improve and subdivide the Property (or any part thereof), and to vacate any subdivision and resubdivide the Property (or any portion thereof); (b) to contract to sell, grant options to purchase, and sell on any terms; (c) to take back, foreclose and release mortgages; (d) to convey the Property either with or without consideration; (e) to donate, dedicate, mortgage, pledge or otherwise encumber the Property (or any part thereof); (f) reversion, by leases to commence in praesenti or in futuro, and upon any terms and for any period or periods of time, not exceeding in the case of any single demise the term of one hundred twenty-five (125) years, and to renew or extend leases upon any terms and for any period or periods of time, and to amend, change or modify leases and the terms and provisions thereof at any time or times; (g) to contract to make leases and to grant options to lease, options to renew leases and options to purchase the whole or any part of the reversion, and to contract respecting the manner of fixing the amount of present and future rentals; to lease the Property (or any part thereof), from time to time, in possession or (h) to partition or exchange the Property (or any part thereof), for other real or personal property; (i) to grant easements or charges of any kind; (j) to submit the Property (or any part thereof) to the condominium form of ownership or to any other collective ownership regime; (k) to release, convey or assign any right, title or interest in the Property (or any part thereof); and (1) to deal with the Property and every part thereof in all other ways and for such other considerations as it would be lawful for any person owning the same to deal with the same, 2 whether similar to or different from the ways above specified, from time to time and at any time hereafter. No party dealing with Trustee in relation to the Property or to whom the Property or any part thereof shall be conveyed, contracted to be sold, leased or mortgaged by Trustee, shall be obliged to see to the application of any purchase money, rent, or money borrowed or advanced on the Property, or be obliged to see that the terms of the trust have been complied with, or be obliged to inquire into the authority, necessity or expediency of any act of Trustee, or be obliged or privileged to inquire into any of the terms of the Trust Agreement; and every deed, trust deed, mortgage, lease or other instrument executed by Trustee in relation to the Property shall be conclusive evidence in favor of every person relying upon or claiming under any such conveyance, lease or other instrument: (i) that at the time of the delivery thereof the trust created by this Deed and by the Trust Agreement was in full force and effect; (ii) that such conveyance or other instrument was executed in accordance with the trusts, conditions and limitations contained in this Deed and in the Trust Agreement and binding upon all beneficiaries thereunder; (iii) that Trustee was duly authorized and empowered to execute and deliver every such deed, trust deed, lease, mortgage or other instrument; and (iv) if the conveyance is made to a successor or successors in trust, that such successor or successors in trust have been properly appointed and are fully vested with all the title, estate, rights, powers, duties and obligations of the predecessor in trust. The interest of any beneficiary hereunder and under the Trust Agreement is hereby declared to be personal property and may be assigned and transferred as such. Although legal and record title to the Property shall be held by Trustee pursuant to the terms of this Deed and the Trust Agreement, the rights, benefits and obligations with respect to the Property (including the power of direction under Florida Statutes §689.071) shall belong exclusively to the respective beneficiary thereof. And Grantor, subject to the matters set forth herein, specially warrants title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against no others. [SIGNATURE ON FOLLOWING PAGE] 3 IN WITNESS WHEREOF, Grantor has set its hand and seal as of the day and year first above written. Signed, sealed and delivered GRANTOR: in the presence of: BRICKELL CITICENTRE RETAIL LLC, a Florida limited liability company formerly known as Brickell CitiCentre West LLC, merger successor to Brickell CitiCentre East LLC and Brickell CitiCentre North LLC fri t=ti 'i, -, i� f i', dregg E. Toland, Vice President Print _ Name 1I11 (0,,C 1cx t,C.. ,d,Lii) Print Name STATE OF FLORIDA SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this ! 0 day of July, 2012 by Gregg E. Toland, as Vice President of BRICKELL CITICENTRE RETAIL LLC, a Florida limited liability company, on behalf of said limited liability company. He appeared before me and is personally known to me or produced as identification. [NOTARIAL SEAL] ERIKA D. TEJEDA *= MY COMMISSION # DD 902299 EXPIRES: July 6, 2013 Bonded Thru Notary Public Underwriters Notary: Print Name. L-v f' 0 Notary Public, State of Florida My commission expires: 01 ( I t �? Commission Number: Dr, < I r Signature Page to Conveyance Deed to Trustee Under Land Trust Agreement (BCC Main Realty) EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Brickell CitiCentre East Parcel: Property Appraiser's Folio Nos. 0102100601020, 0102100601010, 0102100601011, 0102100601030, 0102100601040, 0102100601050, 0102100601060, 0102100601070, 0102100601080, 0102100601090, 0102100601100 and 0102100601110 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. & 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 S.L. & J.B. PATTERSON AND J.F. & 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, lying in Section 38, Township 54 South, Range 41 East, and more particularly described as follows: BEGIN at the Southwest corner of said Lot 9; Thence run NO2°16'5l" 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 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 concave to the Northeast and having for its elements a radius of 25.00 feet and tangent bearing of NO2°16'S1"E; Thence run Southerly, Southeasterly and Easterly along the arc of said circular curve 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, for a distance of 350.00 feet to the POINT OF BEGINNING. Brickell CitiCentre West Parcel: Property Appraiser's Folio Nos. 0102050301190, 0102050301200, 0102050301210, 0102050301220, 0102050301230, 0102050301240, 0102050301250, 0102050301260, 0102050302010, 0102050302050, 0102050302070, 0102050302080, 0102050302090 and 0102050302100 PARCEL I: Lots 1, 2, 3, in Block 53S, of AMENDED PLAT OF BLOCK 38A AND THE NORTH 1/2 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. 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 CO, 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 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 MAP OF MIAMI, DADE CO, FLA., according to the plat thereof as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: Begin at the point of intersection of the Northerly Right of Way line of S.W. 8th Street with the Westerly Right of Way line of S. Miami Avenue as shown on Florida Department of Transportation Right of Way Maps for Section 87120-2513; thence run South 87°42'43" West along said Northerly right of Way line for a distance of 25 feet to the point of beginning of a circular curve concave to the Northwest and having for its elements a radius of 25.00 feet and a tangent bearing of North 87°42'43" 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 on said Westerly Right of Way line; thence run South 02°16'51" East along said Westerly Right of Way line for a distance of 25.00 feet to the Point of Beginning, per Right of Way Dedication, recorded in Official Records Book 12159, Page 482 of the Public Records of Miami -Dade County, Florida. PARCEL II: The East 50 feet of Lots 10, 11 and 12 in Block 53S, 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 CO, 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. Brickell CitiCentre North Parcel: Property Appraiser's Folio Nos. 0102100601130, 0102100601140, 0102100601150, 0102100601160, 0102100601170, 0102100601180, 0102100601200, 0102100601210, 0102100601220, 0102100601230 and 0102100601240 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. Less and except that portion of the above described parcel conveyed by Right -of -Way Deed Recorded in Official Records Book 25161, Page 1547, Public Records of Miami -Dade County, Florida. OR P.K 28184 PG 87 0}} w 4�'} Y_J�' d LAST PAGE EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Property Appraiser's Folio Nos. 0102100301230 and 0102100301250 Lots 5, 6, 8, 8'/2, 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), 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 0° 07' 30" East 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" East 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. Said lands lying in Section 1, Township 54 South, Range 41 East, Miami -Dade County, Florida. STATE OF FLORIDA, COUNTY OF DAOE 1 HEREBY CERTIFY that this is a iruo ,copy of tho ortiled i t� o) ce orL,,.._._._.o.—d0V of Jl1L 1 LQ1___,A.U.20,_ WITNES rovtwig! ^Juft+cieic''81. HARVEY CVII L'uF:K, o` Circuit and Count; CowlS 1111111111111111111 1 111111111111111111111111 This instrument prepared by and after recording return to: Name: Nancy B. Lash, Esq. Address: Greenberg Traurig, P.A. 333 Avenue of the Americas Miami, Florida 33131 Property Appraiser's Folio Nos.: See Exhibit A C_ Fh4 01- R04878Cx 1 UF; BE 281.; 4 F9S 068: - ft (5p9S.) RECORDED It 11/2012 13; 2;4 HARVE Y RI IUIPl r CL..ERF. OF COURT T Y1IAMI--DADE COI. MTYr FLORIDA (Space Reserved for Clerk of the Court) CONVEYANCE DEED TO TRUSTEE UNDER LAND TRUST AGREEMENT (BCC Plaza Realty) THIS CONVEYANCE DEED TO TRUSTEE UNDER LAND TRUST AGREEMENT (the "Deed") is made as of this 10th day of July, 2012, by BRICKELL CITICENTRE PLAZA LLC, a Florida limited liability company ("Grantor"), whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131, to BRICKELL CITICENTRE LLC, a Florida limited liability company, as trustee ("Trustee") under the provisions of that certain Land Trust Agreement (as the same may be modified, amended, restated and supplemented from time to time, the "Trust Agreement") dated as of July 10, 2012 and known as Trust Number BCC- 2012 ("Grantee"), whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131. WITNESSETH: That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, hereby conveys and warrants unto Grantee the following property located in Miami -Dade County, Florida (the "Property"): See Exhibit A attached hereto and by this reference made a part hereof. TOGETHER with all the tenements, hereditaments, easements (temporary and permanent), privileges, rights -of -way, lands underlying any adjacent streets or roads appurtenant to the Property and all other appurtenances thereto belonging or in any way appertaining to the Property. TOGETHER with all buildings, structures and other facilities now or hereafter located on the Property. NOTE TO RECORDER: THIS IS A CONVEYANCE TO A LAND TRUST PURSUANT TO FLORIDA STATUTES §689.071 IN WHICH GRANTOR IS THE BENEFICIARY OF THE LAND TRUST WITH RESPECT TO THE PROPERTY CONVEYED HEREBY. THIS DEED IS EXEMPT FROM DOCUMENTARY STAMP TAX AND SURTAX PURSUANT TO RULE 12B-4.013(29)(a) OF THE FLORIDA ADMINISTRATIVE CODE SINCE THERE IS NO CHANGE IN THE BENEFICIAL OWNERSHIP OF THE PROPERTY. SUBJECT TO (i) taxes and assessments for the year 2012 and subsequent years; (ii) restrictions, reservations, easements, covenants, agreements, limitations, and other matters of record, without hereby reimposing the same, and (iii) all laws, ordinances, and governmental regulations, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations. TO HAVE AND TO HOLD the Property with the appurtenances upon the trust and for the uses and purposes herein and in said Trust Agreement and Declaration of Trust set forth. Pursuant to Florida Statutes §689.071, full power and authority is hereby granted to Trustee to protect, conserve, improve, sell, lease, encumber or otherwise to manage and dispose of the Property, which shall include the power and authority: (a) to improve and subdivide the Property (or any part thereof), and to vacate any subdivision and resubdivide the Property (or any portion thereof); (b) to contract to sell, grant options to purchase, and sell on any terms; (c) to take back, foreclose and release mortgages; (d) to convey the Property either with or without consideration; (e) to donate, dedicate, mortgage, pledge or otherwise encumber the Property (or any part thereof); (f) to lease the Property (or any part thereof), from time to time, in possession or reversion, by leases to commence in praesenti or in ,futuro, and upon any terns and for any period or periods of time, not exceeding in the case of any single demise the term of one hundred twenty-five (125) years, and to renew or extend leases upon any terms and for any period or periods of time, and to amend, change or modify leases and the terms and provisions thereof at any time or times; (g) to contract to make leases and to grant options to lease, options to renew leases and options to purchase the whole or any part of the reversion, and to contract respecting the manner of fixing the amount of present and future rentals; (h) to partition or exchange the Property (or any part thereof), for other real or personal property; (i) to grant easements or charges of any kind; (j) to submit the Property (or any part thereof) to the condominium form of ownership or to any other collective ownership regime; (k) to release, convey or assign any right, title or interest in the Property (or any part thereof); and 2 (1) to deal with the Property and every part thereof in all other ways and for such other considerations as it would be lawful for any person owning the same to deal with the same, whether similar to or different from the ways above specified, from time to time and at any time hereafter. No party dealing with Trustee in relation to the Property or to whom the Property or any part thereof shall be conveyed, contracted to be sold, leased or mortgaged by Trustee, shall be obliged to see to the application of any purchase money, rent, or money borrowed or advanced on the Property, or be obliged to see that the terms of the trust have been complied with, or be obliged to inquire into the authority, necessity or expediency of any act of Trustee, or be obliged or privileged to inquire into any of the terms of the Trust Agreement; and every deed, trust deed, mortgage, lease or other instrument executed by Trustee in relation to the Property shall be conclusive evidence in favor of every person relying upon or claiming under any such conveyance, lease or other instrument: (i) that at the time of the delivery thereof the trust created by this Deed and by the Trust Agreement was in full force and effect; (ii) that such conveyance or other instrument was executed in accordance with the trusts, conditions and limitations contained in this Deed and in the Trust Agreement and binding upon all beneficiaries thereunder; (iii) that Trustee was duly authorized and empowered to execute and deliver every such deed, trust deed, lease, mortgage or other instrument; and (iv) if the conveyance is made to a successor or successors in trust, that such successor or successors in trust have been properly appointed and are fully vested with all the title, estate, rights, powers, duties and obligations of the predecessor in trust. The interest of any beneficiary hereunder and under the Trust Agreement is hereby declared to be personal property and may be assigned and transferred as such. Although legal and record title to the Property shall be held by Trustee pursuant to the terms of this Deed and the Trust Agreement, the rights, benefits and obligations with respect to the Property (including the power of direction under Florida Statutes §689.071) shall belong exclusively to the applicable beneficiary thereof. And Grantor, subject to the matters set forth herein, specially warrants title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against no others. [SIGNATURE ON FOLLOWING PAGE] 3 IN WITNESS WHEREOF, Grantor has set its hand and seal as of the day and year first above written. Signed, sealed and delivered in the presence of: (i Print Name C ofA(% C'G f C K & CXX C?r C./POl.,l.G S Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE GRANTOR: BRICKELL CITICENTRE PLAZA LLC, a Florida limited liability company By: Gregg E. Toland, Vice President SS: The foregoing instrument was acknowledged before me this 10 day of July, 2012 by Gregg E. Toland, as Vice President of BRICKELL CITICENTRE PLAZA LLC, a Florida limited liability company, on behalf of said limited liability company. He appeared before me and is personally known to me or produced as identification. Notary: [NOTARIAL SEAL] Print Name: ,y I I`Gi b Tc t GrCr ERIKA D. TEJEDA MY COMMISSION # DD 902299 eXPIFIES: July 6, 2019 Ynndud Thru Notary public Underwriters Notary Public, State of Florita My commission expires: 31 i%1 ( I Commission Number: 17i(V 4'1 Signature Page to Conveyance Deed to Trustee Under Land Trust Agreement (BCC Plaza Realty) SPECIAL AREA PLAN APPLICATION AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the undersigned personally appeared Spencer Crowley who being by me first deposes and says: 1. That he/she is the owner or the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the foregoing petition, iEr including or 0 not including responses to day to day staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct. Further Affiant sayeth not. Spencer Crowley Applicant(s) Name STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this 20 \2— , by Spencer Crowley who is a(n) individual/partner/agent/corporation of a(n) individual/partnership/corporation. (9/She is as identification and who did (Stamp) DIANA PEREZ-GATA NOTARY PUBLIC STATE OF FLORIDA Comm* EE101480 Expires 6/8/2015 Applicants) Signature day of(fLdla/U7 or who has produced Rvv. 07-2012 6 SPECIAL AREA PLAN APPLICATION AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the un 4e igned personally appeared Ce-- t'rav rf Pti44,1er /mot ir<y , who being by me first deposes and says: 1. That he/she is the owner or the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the foregoing petition, ❑ including or 0 not including responses to day to day staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct. Further Affiant sayeth not. it (; ce grQvo r �r Applicant(s) Name Applicants} Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this 2 "1Lt`3 day of D(-c-. &_,-- 20 i ri ,by •i-ilirr i .L who is a(n) individual/partner/ en corporation of i' ' ,4_,, `./ f r,1',,,, a(n) individual/partnership/corporation. Hs personally known to me or who has produced n 01 as identification and who did (did not) take an oath. (Stamp) Signature kit leiffev)-35 Etcv.d!7 -201z 6 SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP 1. List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(es) Brickell CityCentre Project LLC Percentage of Ownership see attached Exhibit B -- Percentage of Ownership Subject Property Address(es) 529 S. Miami Ave.; 5 SE 6th St.; 6 SE 5th St.; 9 SE 6th St.; 17 SE 6th St.; 23 SE 6th St.; 27 SE 6th St. 2. List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): Legal Description(s): n/a Spencer Crowley Owner(s) or Attorney Name STATE OF FLORIDA -- COUNTY OF MIAMI-DADE foregoing waack 'edged�before me his 20 , by `� t ,( who is a(n) individual/partner/agenticor individual/partnership/corporation. n/a Owner(s) or Attorney$ignature day of a(n) he is personally known to me or who has produced as identification and who did (dia:Triot] tgke an oath. (Stamp) DIANA PEREZ-GATA NOTARY PLIBUC $TAT5 OF FLORIDA Gomm# E 10148o Expires 6(8/2015 oration of, Rev. 07-2012 7 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Site 1: Brickell CityCentre North SUBJECT PROPERTY LEGAL DESCRIPTION: SUBJECT PROPERTY STREET ADDRESS(ES): 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. 637 S. Miami Avenue (Folio No. 01-0210-060-1210) 625 S. Miami Avenue (Folio No. 01-0210-060-1200) 615 S. Miami Avenue (Folio No. 01-0210-060-1130) 601 S. Miami Avenue (Folio No. 01-0210-060-1140) 10 SE 6th Street (Folio No. 01-0210-060-1150) 14 SE 6th Street (Folio No. 01-0210-060-1160) 18 SE 6th Street (Folio No. 01-0210-060-1170) 24 SE 6th Street (Folio No. 01-0210-060-1180) 21 SE 7th Street (Folio No. 01-0210-060-1240) 17 SE 7th Street (Folio No. 01-0210-060-1230) 11 SE 7th Street (Folio No. 01-0210-060-1220) OWNERS 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 33131 Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M3048932;1 } 1 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 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 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties One, LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties, Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 100% 100% 100% {M3048932;1 } 2 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management, LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 100% 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) {M3048932;1 } CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Site 2: Brickell CityCentre East SUBJECT PROPERTY LEGAL DESCRIPTION: SUBJECT PROPERTY STREET ADDRESS(ES): OWNERS NAME(S): 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 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 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. 1 SE 8th Street (Folio No. 01-0210-060-1080) 729 S. Miami Avenue (Folio No. 01-0210-060-1070) 717 S. Miami Avenue (Folio No. 01-0210-060-1020) 2 SE 7th Street (Folio No. 01-0210-060-1010) 10 SE 7th Street (Folio No. 01-0210-060-1011) 14 SE 7th Street (Folio No. 01-0210-060-1030) 18 SE 7th Street (Folio No. 01-0210-060-1040) 22 SE 7th Street (Folio No. 01-0210-060-1050) 34 SE 7th Street (Folio No. 01-0210-060-1060) 45 SE 7th Street (Folio No. 01-0210-060-1110) 29 SE 8th Street (Folio No. 01-0210-060-1100) 15 SE 8th Street (Folio No. 01-0210-060-1090) PERCENTAGE INTEREST (%): 100% {M3048932;1 } 4 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties One LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 100% 100% 100% 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) {M3048932;1 } CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre BENEFICIAL OWNERS NAME(S): 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 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties One LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited PERCENTAGE INTEREST (%): 100% 100% 100% 100% 100% 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) {M3048932;1 } 6 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Site 3: Brickell CityCentre West SUBJECT PROPERTY LEGAL DESCRIPTION: PARCEL I: SUBJECT PROPERTY STREET ADDRESS(ES): LOTS 1, 2, 3, IN BLOCK 53S, 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. 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. 1 SW 8th Street (Folio No. 01-0205-030-2080) 19 SW 8th Street (Folio No. 01-0205-030-2090) 29 SW 8th Street (Folio No. 01-0205-030-2070) 55 SW 8th Street (Folio No. 01-0205-030-2050) 75 SW 8th Street (Folio No. 01-0205-030-2010) 78 SW 7th Street (Folio No. 01-0205-030-1260) 70 SW 7th Street (Folio No. 01-0205-030-1250) {M3048932;1 } 7 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre 55 SW 7th Street (Folio No. 01-0205-030-1240) 52 SW 7th Street (Folio No. 01-0205-030-1230) 34 SW 7th Street (Folio No. 01-0205-030-1220) 15 SW 7th Street (Folio No. 01-0205-030-1210) 700 S. Miami Avenue (Folio No. 01-0205-030-1200) 722 S. Miami Avenue (Folio No. 01-0205-030-1190) 726 S. Miami Avenue (Folio No. 01-0205-030-2100) OWNERS 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 33131 Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 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 {M3048932;1 } 8 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: 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 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties One LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary 100% 100% 100% 100% {M3048932;1 } 9 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 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) {M3048932;1 } 10 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Site 4: Brickell CityCentre Plaza SUBJECT PROPERTY LEGAL DESCRIPTION: LOTS 5, 6, 8, 8 1/2, 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. 01-0210-030-1230) OWNERS 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 33131 Swire Properties One LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary 100% 100% 100% {M3048932;1 } 11 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 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 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties One LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary 100% 100% 100% 100% {M3048932;1 } 12 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 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) {M3048932;1 } 13 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Site 5: 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. 01-0210-060-1270) 6 SE 5th St. (Folio No. 01-0210-060-1280) 5 SE 6th St. (Folio No. 01-0210-060-1290) 9 SE 6th St. (Folio No. 01-0210-060-1300) 17 SE 6th St. (Folio No. 01-0210-060-1310) 23 SE 6th St. (Folio No. 01-0210-060-1320) 27 SE 6th St. (Folio No. 01-0210-060-1330) OWNERS 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 33131 Swire Properties One LLC Swire Properties Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 100% 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 100% 9700 Szombathely, Varkonyi utca 15. Hungary {M3048932;1 } 14 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 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 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties One LLC Swire Properties Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties Inc Swire Properties US Inc 501 Brickell Key Drive, Ste. 600 Miami, FL 33131 Swire Properties US Inc Swire Properties Capital Management LLC 9700 Szombathely, Varkonyi utca 15. Hungary 100% 100% 100% 100% {M3048932;1 } 15 CITY OF MIAMI SPECIAL AREA PLAN APPLICATION DISCLOSURE OF OWNERSHIP Exhibit "B" Project Name: Brickell CityCentre Swire Properties Capital Management LLC Swire Properties Limited 64/F, One Island East 18 Westlands Road Island East Hong Kong Swire Properties Limited 100% 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) {M3048932;1 } 16 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, 2012. The document number of this limited liability company is L12000069697. 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 Secretary of State Authentication ID: 300242557693-120712-L12000069697 To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html To: SOS LLC Pa of 2 Divisio Florida Department of State Division of Corporations Electronic Filing Cover Sheet Note: Please print this page and use it as a cover sheet, Type the fax audit !lumber (shown below) on the top and bottom of all pages of the documenL (((-112000270500 3))) 1111111111111111111110111111111111111,111E9111111111111111111111111111111111111 Note: DO NOT hit the REFRESIVRELOAD button on your browser from this page. Doing so will generate another cover sheet. o Vrorn; r—c-; Diviujon r.q• Cor.porat.ions Fax Number : (8130) 617-638 '3. -...„ '' -,-.• _ ( p•— X' 1--- Account Name ; 01-NM/Y2F,RG TRAUWV.; (ORLANDO} 7let, 1PP. rn Account. NUMber ; 103r33001374 ---n Phone : (407)418-2135 ct-3— -7 H... -• 1v.0.11 Number 1 (407)420-5909 r.• otofrlt.r the email addrexa for Lhis bolJinef:;a oetity to bet ueed tor future ennuaL report maiJingo. Entar inLy 0110 QM4iii addrenS plebse,** Emai,J, Address : t2) 14(14A i .4. 19 (bp ^ N LLC AMND/RESTATE/CORRECT OR NI/MG RESIGN BR1CKELL CITICENTRE, LLC Certificate of Statu s I 0 Certified Copy Pap Count _ii— 4-:11 Estimated Charge $25.00 Filectronie Fiiing Menu A. LUNT Nnv / 6 2012 EXAMINER Corporate Filing Menu Help https://efile,sonbiz.org/scripis/erilcovr.exe 11/13/2012 411, To: SOS LLC Page 2 of 2 2012-11-13 23:17:02 (GMT) 14076508411 From: Heather Irving (((H 12000270500 3))) ARTICLES OF AMENDMENT TO ARTICLES OF ORGANIZATION( OF l3rrickell CitiCentre LLC a Florida limited liability company PQcuUpnt Humber L 12000069697 FIRST: The Articles of Organization were filed on May 23, 2012 and assigned document number L12000069697, SECOND: The following amendment to the Articles of Organization was adopted by the limited liability company: 1. Article I is deleted in its entirety and replaced with the following: "ARTICLE I — Name: The name oldie limited liability company is: Briekell CityCentre Project LLC." Dated: November i 1 2012 BRICKELL CI'TICENTRE LLC By: (((l11 2000270500 3))) 4 • To: SOS LLC Page 1 of 3 2012-05-23 18:21:53 (GMT) 14076508411 From: Heather Irving tad ,I N N Florida Depa trneni oT State Division of Corporations flcclronic Filing Cover Sheet Note: Please print this page and use it as a cover sheet, Typc the fax audit number (shown below) on the tip and bottom of all pages of the document. (((H 12000137471 3))) IIIIInIIIBhItlIIIIIIIIIIII11ItlIIIIIIIIIIIYIIWIIIIIIIIYIHNIIIIII11lllllllllll0111111 Note: DO NOT hit the R1:f REST I/RL LOAD button on your browser from this page. Doing so will generate another cover.shcct• Tc• . From: 2:'(..7) is ` i? - -rt DiVt9i Qn of Corporcitionu ii (.r7 I— F Fax Niuilber' . (050) F; E 7-f,3333 _ 11-1 Account Name . :.;!-WENESERC.; TRAURLC (ORLJ.NUO) c y' Ac:rouns. fvslrrbQr. 103731001374 �ry::--1 Q Phone , (407)418-2435 `1,---_I C.,) i.��,x Number (4U7H20-5)09 -- **Lint or trLC on:d].: addree ti 3c,c:; i isr:;ri tai)I. i I.y t.i, ht 11:'sr:d for future :14onlsa1 raport mailings . Enter on I y prime I ni i i ] H,3rir-H.-;:s 1r1 N.rset. •* A:idtaaol : r fel I (nJ _coil l t. I17) p �, r 'rv‘ L : N i� FLORIDA LIMITED LIABILITY CO. Brickell CitiCentre LLC Certificate of Status Certified Copy Page Count I?stimated Charge . LEWIS MAY 2 4 2012 DOWNER Electronic Filing Mcnu Corporate Filing Menu IIulp https://etile. sunbia.org/ icripts/cfileovr.exc 5/23/2012 4 To: SOS LLC Page 2 of 3 2012-05-23 18:21:53 (GMT) 14076508411 From: Heather Irving srPr z.,� (((rr12000137471 3))) STATE OF FLORIDA FiE„D 12 MAN 23 AM 8: 03 J;• f I i5 t�• I r Si ATE ` ARTICLES OF ORGANIZATION OF BRICKELL CXTICENTRE LLC (a Florida Limited I1abJJity company) These Articles of Organization of BrIckeil CitiCentre LLC, a Florida limited liability company (the "Company"), dated as of May 23, 2012, are being duly executed and filed by Gregg E. Toland, who is authorized to form a limited Liability company under the Florida Limited Lir+biiity Company Act (Chapter 608 of Florida Statutes). ARTICLE I - Name: The name of the limited liability company is: BRICKELL CIT/CENTRE LLC ARTICLE II - Address: The principal address and mailing address of the Company is: 501 BrickelI Kcy Drive. Suite 600, Miami, Florida 33131. ARTICLE 1TT - Registered Agent, Registered Office and Registered Agent's Signature: The Registered Agent and Registered Office for service of prncotx is a51 follows: Name: Grogg E. Toland Addreirt: 501 Brickell Kcy Drive, Suite 600 Miiarni, Florida 33131 Having been named to accept service of process for the Comporry named above• at the place designated in this ccrtij)cate, I agree to act in that capacity and la cotnply with the prvviSlOfl$ of the Florida Limited Lia1ility Cor>;rparlyAct and all other applicable lays, relative to the proper and Complete performadutles as registered agent. • Or g\ . ']'Oland Registered Agent ARTICLE IV - Officers: The names, addresses and titles of the initial officers of the Company are ns follows: Marlin Cubbon 501 Hriakell Key Drive, Suite 600 Miami, Fi. 33131 CF.0 (((Fr 12000137471 3))) 1 To: SOS LLC Page 3 of 3 2012-05-23 18:21:53 (GMT) 14076508411 From: Heather Irving (((H 12000137471 3))) Stephen L. Owens 501 Etrickell Key Drive, Suite 600 pvIlami, FL 33131 J, Mogan Kelly 501 Brickell Key Drive, Suite 600 Miami, 1'L 33 131 Gregg E, Toland 501 Brickell Key Drive, Suite 600 Miami, FL 33131 Chris Gandolfo S01 Brickcli Key Drive, Suite 600 Miami, FL 33131 Beverley McMnin 501 Brickcll Key Drive, Suite 600 Mh ini, P1. 33131 FILED 1;2 MAY 23 AM 8: 03 1- i-C) «I1) rt _t President, Assistant Secretary Vice President Vico president Vice President Assistant Secretary IN WITNESS W1RCOE, the undersigned has executed these Articles of Organization as of the date First above written. t; an E. Tolland, tithcsri7.,ed Representative (((A12000137471 3))) Miami -Dade County, Real Estate Tax Information Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved, Real Estate Tax Information Today's Date: 11/16/2012 Last Update: 11/14/2012 Year: 2012 Folio Number: 01 02100601330 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/0 SWIRE PROPERTIES Property Address: 27 SE 6 ST Mailing Information : BRICKELL CITICENTRE LLC TRS CIO SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 LOT 7 BLK 108 LOT SIZE 50.00 X 125 73R118088 To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 17995.70 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice. Contact Information E-Mail: proptax@ miamidade.gov (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue 0 Property Tax Home I Real Estate Tax Info i 2012 Taxes I Prior Years 12012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 12012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer E-mail your comments, questions and suggestions to Webmaster http ://egvsys.miamidade.gov: 1 608/wwwserv/ggvt/txcaw0 1 .dia?folio=0 1 0210060133 0 11/16/2012 Miami -Dade County. Real Estate Tax Information Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved. Real Estate Tax Information Today's Date: 11/16/2012 Last Update: 11/14/2012 Year: 2012 Folio Number: 01 02100601320 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES Property Address: 23 SE 6 ST Mailing Information : BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 LOT 6 BLK 108 LOT SIZE 50.000 X 125 OR 18340-3116 1198 6 To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 17995.70 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice, Contact Information E-Mail: proptax@ miamidade.gov (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue Property Tax Home I Real Estate Tax Info 12012 Taxes I Prior Years 12012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 12012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using our Site I About I Phone Directory I Privacy Disclaimer E-mail your comments, questions and suggestions to Webmaster http://egvsys.mia idade. gov:1608/wwwserv/ggvt/txcaw01, dia?folio=0102100601320 11/16/2012 Miami -Dade County. Real Estate Tax Information Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved. Real Estate Tax Information Today's Date: 11/16t2012 Last Update: 11/14/2012 Year: 2012 Folio Number: 01 02100601310 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES Property Address: 17 SE 6 ST Mailing Information : BRICKELL CITICENTRE LLC TRS C/0 SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 LOT 5 BLK 108 LOT SIZE 50 X 125 OR 18340-3114 1198 6 To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 17995.70 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice. Contact Information E-Mail: proptax(a. miamidade.gov (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue 0 Property Tax Home I Real Estate Tax Info 12012 Taxes I Prior Years 12012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 2012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using Our Site i About 1 Phone Directory I Privacy I Disclaimer E-mail your comments, questions and suggestions to Webmaster http://egvsys.miamidade.gov:1608/wwwserv/ggvt/txcaw0l.dia?folio=0102100601310 11/16/2012 Miami -Dade County. Real Estate Tax Information Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved. Real Estate Tax Information Today's Date: 11/16/2012 Last Update: 11/14/2012 Year: 2012 Folio Number: 01 02100601300 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES Property Address: 9 SE 6 ST Mailing Information : BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 LOTS 3 & 4 BLK 108 LOT SIZE 100.000 X 125 OR 18340-3111 1198 6 (2) To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 35991.40 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice. Contact Information E-Mail: proptax(a� miamidade.gov (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue 0 Property Tax Home I Real Estate Tax Info 12012 Taxes I Prior Years 12012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 12012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer E-mall your comments, questions and suggestions to Webmaster http://egvsys,miamidade.gov:1608/wwwserv/ggvt/txcaw01.dia?folio=0102100601300 11/16/2012 Miami -Dade County. Real Estate Tax Information Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved. Real Estate Tax Information Today's Date: 11/16/2012 Last Update: 11/14/2012 Year: 2012 Folio Number: 01 02100601290 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES Property Address: 5 SE 6 ST Mailing Information : BRICKELL CITICENTRE LLC TRS CIO SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 S75FT LOT 2 BLK 108 LOT SIZE 3750 SQ FT OR 18367-3157-3158 1198 6 To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 10797.43 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice. Contact Information E-Mail: proptaxt miamidade.gov (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue Property Tax Home I Real Estate Tax Info 12012 Taxes I Prior Years 2012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 1 2012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer E-mail your comments, questions and suggestions to Webmaster http://egvsys.miamidade.gov:1608/wwwserv/ggvt/txcaw01.dia?folio=0102100601290 11/16/2012 Miami -Dade County. Real Estate Tax Information Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved. Real Estate Tax Information Today's Date: 11/16/2012 Last Update: 11/14/2012Tax Year: 2012 Folio Number: 01 02100601280 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES Property Address: 6 SE 5 ST Mailing Information : BRICKELL CITICENTRE LLC TRS CIO SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 E15FT OF N5OFT OF LOT 2 BLK 108 LOT SIZE 15.000 X 50 To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 2159.49 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice. Contact Information E-Mail: proptax( miamidade.00v (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue Property Tax Home I Real Estate Tax Info 12012 Taxes I Prior Years 12012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 12012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer E-mail your comments, questions and suggestions to Webmaster http://egvsys.miamidade.gov: 1 608/wwwserv/ggvt/txcaw0 1.dia?folio-0 102 100601280 11/16/2012 Miami -Dade County. Real Estate Tax Inforil'anon Page 1 of 1 Show Me: Property Taxes Search By: Select Item Detail Tax Information: Real Estate Tax Info 2012 Taxes Prior Years Taxes Due 2012 Ad Valorem 2012 Non -Ad Valorem 2012 Back Assessments 2012 Enterprise Folio 2012 Historical Abatements 2013 Quarterly Payments 2012 Tax Notice/Memorandum © 2002 Miami -Dade County. All rights reserved, Real Estate Tax Information Today's Date: 11l16/2012 Last Update: 11/14/2012 Year: 2012 Folio Number: 01 02100601270 MIAMI Owner's Name: BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES Property Address: 529 S MIAMI AVE Mailing Information : BRICKELL CITICENTRE LLC TRS C/O SWIRE PROPERTIES 501 BRICKELL KEY DRIVE STE #600 MIAMI FL 33131 Legal Description : PATTERSON & OLIVE SUB PB B-77 LOT 1 & W35FT OF N5OFT LOT 2 BLK 108 LESS ST RD R/W OR 18437-1650 0199 6 To view 2012 Tax Notice/Memorandum click here Amounts due if paid by 11/30/2012 in U.S. funds 2012 Taxes $ 20530.22 If payment is not received by the specified date the total amount due is subject to change. E-check payment option is not available for properties with mortgage escrow accounts. Please call (305) 375-3787 for assistance. Amounts due are subject to change without notice. Contact Information E-Mail: proptax@ miamidade.gov (305) 270-4916 Downtown Office: 140 W Flagler St., Room 101 Miami, FL 33130 Office Hours: Mon - Fri 8:00 AM - 4:30 PM Related Links: Tax Collector Property Appraiser Florida State Dept of Revenue Property Tax Home I Real Estate Tax Info 12012 Taxes i Prior Years 12012 Non -Ad Valorem 2012 Back Assessments 12012 Enterprise Folio 12012 Historical Abatements 12013 Quarterly Payments I 2012 Tax Notice/Memorandum Miami -Dade Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer E-mail your comments, questions and suggestions to Webmaster http://egvsy s.miamidade. gov: 1 608/wwwserv/ggvt/txcaw01.dia?folio=0 1 02100601270 11/16/2012 Witness Name STATE OF F\ o r t cio Prepared by and return to: T. Spencer Crowley, Esq. Akerman Sentertitt One Southeast Third Avenue, 25th Floor Miami, Florida 33131 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that BRICKELL CITYCENTRE PROJECT LLC, has made, constituted and appointed, and by these presents do make, constitute and appoint SPENCER CROWLEY true and lawful attorney for them and in their stead to execute all documents and instruments required with respect to their application for Special Area Plan approval submitted with and to the City of Miami, Florida, giving and granting unto SPENCER CROWLEY, their said attorney, full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done with respect to the application as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this .28 day of I' `'tie . , 2012. Signed and delivered in the presence of: Wit ess Signature Signature ,M4441 w ECKNes 6Ihze5 Name and Title ) ) SS: COUNTY OF MOP "Q ) BEISWNEYM.SAJNZ :*. COMMISSION k EE 355230 fit Bonded TrEXPIRES: w N UndDecember 21, erwriters The foregoing instrument was acknowledged before me this 2 day of December, 2012 b)C.hr Co 1 f 0 who is personally known to me or who have produced a CP.YACQ as identification. Ct%1 S NO Y PUI L,IC Print Name: 2 ‘S )2. My commission expires: 1 2 (25438217;1) CITY OP'MIAMI DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO SUPPORT OR WITHHOLD OBJECTION The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action. "Consideration" includes any gift, payment, contribution, donation, fee, commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or implied, or any promise or agreement to provide any of the foregoing in the future. Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Commission or any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners' legal representative are not required to fill out this form. NAME: Spencer Crowley (First Name) (Middle) (Last Name) 1-1ONIE ADDRESS: 1 SE 3rd Avenue CITY: (Address Line 1) 25th Floor (Address Line 2) Miami STATE: Florida ZIP: 33131 HOME PI -LONE: (305) 374--5600 CELL PHONE: FAX: EMAIL: spencer.crowley@akerman.com FUSSINESS or APPLICANT or ENTITY NAME Brickell CityCentre Project LLC BUSINESS ADDRESS: 501 Brickell Key Drive, Suite 600 (Address Line 1) Miami, FL 33131 (Address Line 2) 1. Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board, authority, agency, council, or committee. Special Area Plan approval 2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action? YES Q NO If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and read and execute the Acknowledgement. Doc. No.:36543 3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided or committed. Name Address Phone# a. b. c. * Additional names can he placed on a separate page attached to this form. 4. Please describe the nature of the consideration. 5. Describe what is being requested in exchange for the consideration. ACKNOWLEDGEMENT OF COMPLIANCE I hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent the disclosure requirements of Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing disclosure requirement was not fully and timely satisfied the following may occur: 1. the application or order, as applicable, shall be deemed void without further force or effect; and 2. no application from any person or entity for the same issue shall be reviewed or considered by the applicable board(s) until expiration of a period of one year after the nullification of the applicati nn-or-orcte4.. .) PERSON SUBMITTING DISCLOSURE: cr......---- Signature Spencer C owley Print Name Sworn to and subscribed before me this day f , 204 . The foregoing instrument rvas acknowledged before me by iti ao Inc , who has proclrrced as identification and/or is Bona jrkn who did/did not take an oath. b1ANA 0 i`i =tiM A NOTARY PUBLIC . , STATE OF FLORIDA STATE OF FLORIDA CITY OF \.IIAM1 MY COMMISSION EXPIRES: Ty)! >y k Comm#EE101411Q es8/5/2015 Pant Name Enclosure(s) Doc. No,:86543 Page 2 CITY OFMIAMI DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO SUPPORT OR WITHHOLD OBJECTION The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action, "Consideration" includes any gift, payment, contribution, donation, fee, commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or implied, or any promise or agreement to provide any of the foregoing in the future. Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Commission or any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners' Iegal representative are not required to fill out this form. NAME: Alice HOME ADDRESS: CITY: (First Name) Bravo (Middle) (Last Name) (Address Line 1) HOME PHONE: EMAIL: (Address Line 2) STATE: Florida ZIP: CELL PHONE: FAX: BOSSINESS or APPLICANT or ENTITY NAME Brickell CityCentre Project LLC BUSINESS ADDRESS: 501 Brickell Key Drive, Suite 600 (Address One 11 Miami, FL 33131 (Address Line 2) 1, Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board, authority, agency, council, or committee, Special Area Plan approval 2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action? YES L NO If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and read and execute the Acknowledgement. Doc. No.:66533 3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided or committed. Name Address Phone# a. b. c. * Additional names call be placed on a separate page attached to this Form. 4. Please describe the nature of the consideration. 5. Describe what is being requested in exchange for the consideration. ACKNOWLEDGEMENT OF COMPLIANCE 1 hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent the disclosure requirements of Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing disclosure requirement was not fully and timely satisfied the following may occur: 1. the application or order, as applicable, shall be deemed void without further force or effect; and 2. no application from any person or entity for the same issue shall be reviewed or considered by the applicable board(s) until expiration of a period of one year after the nullification of the application or order. PERSON SUBMITTING DISCLOSURE: _0,5z.e.ise. Signatu ,71l+ cc Era VI-) Print Name Sworn to and .subscribed before me this 7 '71" day of r 0 L "r Y7 ] t.t— • 20ia1 . The foregoing instrurrrent ivas acknowledged before me by _c,LA Ice . _vo . , who has produced t"ll as identification andior is me and who diaVdrd not take an oath. STATE OF FLOR[[)A CITY OF MIAMI -7 `, l MY COMMISSIONS ,Moral EXPIRES: ---'A, 'XI) a pt I.►n S e Pant ne Enclosure(s) Doc. No.:86543 OM - Page 2 or Ctlllllll. bow Ais !. MS COMMIS! • El 110477 Mail Asa • Print.Form (1) RECEIVED 11 MAR 1 1 PM 12: 37 PRISCILL:' A. TlirEsp8F ML4.MI CITY CLER Office of the Cityarrik,OFOWAIMUTArican Drive, Miami, FL 33133 Phone: (305) 250 5360 LOBBYIST REGIS'I RATION Lobbyist Name- Crowley, T. Spencer For Office Use Only: Last Name, First Name, Middle Initial Business Phone: 305-982-5549. Business Address Akerman Senterfitt,: 1 .SE 3 Avenue, 25 F1 . , .Miami, Fl dip 33131 E-Mail Address spencer. crewiey@akerman_com (2) Principal Represented Sw,re Properties, Inc.. (3) Principal's Business Address5a1 Bricke'11 Key Drive, Suite 600, Miami, . FL Zip 33131 (If different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of all persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). Land use and zoning for Brickell CitiCentre. (4) Lobbyists shall state the extent of any business association or financial relationship with any members) of the City Commission, any member of City staff before whom he/she lobbies or intends to .lobby. (f applicable, please explain) none Lobbyists shall pay all registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of completion of an ethics course provided by the Miami -Dade County Commission on Ethics & Public Trust or City of Miami completed no more than one (1) year prior to registering. I do solemnly swear that all of the foregoing facts are true and correct, and I have read or am familiar with the provisions contained in Sections 2-651 through 2-658 of the City of Miami Code, as amended, including "annual registration, withdrawal, reporting - •' irements, efini nkiations, penalties for violations and contingency fees." State of Florida, County of Miami -Dade Sworn to an bscri ed before me this /) day of / , 1/ rrow Notary Public State of Florida Maria Garcia my Commission D072777E1 p*o' Expires 10t22(2011 40444.1 Lobbyist Signat r Deputy CIerk Note: Annual Registration Fee: Effective through 12/31/2011 Sales Tax r LI Received Add ess: For This Receipt not VALID unless dated, filled in and signed by authorized employ- ee of department or division designated hereon and until the City has collected the proceeds of any checks tendered as payment herein. C FNITM 402 Rev. 03f03 AKERMAN SENTERFITT City of Miami OFFICIAL RECEIPT By Depar Divisi +n: Na.337308 r Date �� I 9 Distribution: White - Customer; Canary - Finance; Pink - Issuing Department r---�1-0a Dollars 0004299 CITY OF MIAMI 03/10/11 CHECK NO. 300082/ 5 G/L ACCOUNT # DATE INVOICE NUMBER DESCRIPTION MATTER AMOUNT 29981000000000000 03/10/11 03102011 RECEIVED 11 MAR 11 PM 12: 37 aRISCILL A i,. THOM SON CIT f CLERK CUT Y OF HI AM'. FL 0247002 630.00 TOTAL $630.00 Print Form (1) , 2 [}�v 21 A ;;,..1Z 4� r v r- c�,�q F t I I1 I OF MIALYII Office€l-1)6 ti re t; 35at} Pan American Drive, Miami, FL 331.33 Phone: (305) 250-5360 LOBBYIST RE G IS I.'1tATI ON For Office Use Only: Check# 0 0 fogg rI Receipt-4 Ethics Certificate Lobbyist Name: Wernick, Steven, J. Last Name, First Name, Middle Initial Business Phone: (305) 982-5579 Business Address 1 SE 3rd Avenue, 25th Floor, Miami, Florida E-Mail Address steven.wernick[aakerTnan.com Zip 33131 (2) Principal Represented Stephen Owens, Swire Properties (3) Principal's Business Address Erickell Key Drive #600, Miami, FL Zip 33131 (If different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of all persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). Special Area Plan for Brickell CitiCentre (4) Lobbyists shall state the extent of any business association or fnancial relationship with any member(s) of the City Commission, any member of City staff before whom he/she lobbies or intends to lobby. (If applicable, please explain) None Lobbyists shall pay ail registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of completion of an ethics course provided by the Miami -Dade County Commission on Ethics & Public Trust or Cite of Miami completed no more than one (1) year prior to registering. l do solemnly swear that all of the foregoing facts are true and correct, and I have read or am familiar with the provisions contained in Sections 2-651 through 2-658 of the City of Miarni Code, as amended, including "annual registration, withdrawal, reporting requirements, definitions, examinations, penalties for violations and contingency fees." State of Florida, County of Miami -Dade Sworn to and sub (}criibed before_gi,iihis dayof, DIANA PEREZ-DATA NOTARY PUBLIC STATE OF FLORIDA Gomm# EE1014E10 Explrea 5f8/2015 Lobbyist Signature Notary Deputy Clerk Tote: Annual Registration Fee: Effective through 12/31/2012 Print;Form 201 10:46 i:FCIWOriiiltattEL ER Office of the City Clerk, 3500 Pan An erica ril)Silr: Er , FL 33133 Phone: (305) 250-5360 LOBBYIST REGISTRATION For Office Check# V.21 Ilse Only: 1 I f 2- Receipt# / 7 Ethics Certificate AEI it (1) Lobbyist Name: Owens, Stephen, L. Last Name, First Name, Middle initial Business Phone: (305) 371-3877 (2) (3) Business Address 501 lirickell Key Drive #600, Miami, Florida Zip33131 E-Mail Address sowers@swiX+-props.cam Principal Represented Stephen Owens , Swire Properties Principal's Business Address Zip (lf different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of ail persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). Special Area Plan for Brickell CitiCentre with of the (4) Cots shall memberextent f any of City staff' before whom he/shess association or lobbies orhint intends toy lobby. (If]app cable, City Commission, anytY please explain) None Lobbyists shall pay all registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of completion of an ethics course provided by the Miami -Dade. County Commission on Ethics & Public Trust or City of Miami completed no more than one (1) year prior to registering. l do solemnly swear that all of the foregoing facts are true and correct, and 1 have read or am familiar with the provisions contained in Sections 2-651 through 2-658 of the City of Miami Code, as amended, including "annual registration, withdrawal, reporting requirements, definitions, examinations, penalties for violations and contingency fees." State of Florida, County of Miami -Dade Sworn to and subscribed before me this g day of Ci 12V ERIKA D. TEJ5DA. ttEMY COMMISSION # DD 902229 EXPIRES: July 6, 2013 Bonded Tnru Notary Pubic lindenvrIters 4 Lobbyist Signature Notary or D puty Clerk Note: Annual Registration Fee: Effective through 12/31/2012 City of Miami OFFICIAL RECEIPT Sales Tax $ Total $ a' Received from Address: For J L�` h eceipt VALID unless dated, filled in and signed by authorized em- ployee of department or division desig- nated hereon and until the City has collected the proceeds of any checks ten- dered as payment herein. C 1 FNiTM 402 Rev. 03/03 By: Department: Division: — CI No. 411242 Date: Distribution: White - Customer; Canary - Finance; Pink - Issuing Department /100 Dollars /1/-/-)t- Print Form Check# 3 001 1195 Receipt# let r6 CITY OF MIAMI 0 Ft frf •ifMG 0 Clerk, 3500 Pan American Drive, Miami, FL 33133 Phone: (305) 250-5360 LOBBYIST REGISTRATION RECEN JAB 10 Pt 3: 25 OF 4x��c�y (1) Lobbyist Name: Kasdin, Neisen Last Name, First Name, Middle Initial Business Phone: 305 982 5629 Business Address Akerman, 1 SE 3 Avenue, 25th Floor, Miami, FL E-Mail Address neisen.kasdin@akerman.com (2) Principal Represented (3) Zip 33131 Principal's Business Address Zip (If different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of all persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). 2013 Annual Registration (4) Lobbyists shall state the extent of any business association or financial relationship with any member(s) of the City Commission, any member of City staff before whom he/she lobbies or intends to lobby. (f applicable, please explain) Lobbyists shall pay all registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of completion of an ethics course provided by the V'liami-Dade County Commission on Ethics & Public 'frost or City of Miami completed no more than one (1) year prior to registering. I do solemnly swear that all of the foregoing facts are true and correct, and I have read or am familiar with the provisions contained in Sections 2-651 through 2-658 of the City of Miami Code, as amended, including "annual registration, withdrawal, reporting requirements, defin. examinations, penalties for violations and contingency fees." State of Florida, County of Miami -Dade to an'be bef re rrn day of ___ DIANA PEREZ-GATA NOTARY PUBLIC _STATE OF FLORIDA Comm# EE101480 Eros 6/5/2015 bbyist Signature Notary or D ,, Clerk Note: Annual Registration Fee: Effective through 12/31/2013 'tint t=orm (1) E FIV ED 11 MAR -AM - 8 Office of the City Clerk, 3500 PtIAfn�fctfl fie, ifliami, FL 33133 Phone: (305) 250 5360 LOBBYIST REGISTRATION For Office Use Only: Lobbyist Name: Kasdin, Nelsen 0. Check# 34' S a 0 �} Receipt# .? 2 3 d Pd Ethics Certificate X Last Name, First Name, Middle Initial Business Phone: 305-982-5629 Business Address Akerman Senterfitt, 1 SE 3Ave, 25 Floor, Miami, Fl. Zip 33131 E-Mail Address neisen • kasdin@akerman."com (2) Principal Represented Swire Properties, Inc . ' (3) Principal's Business Address501 Brickell Key Drive, Suite 600, Miami, FL Zip 33131 (If different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of all persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). Land use and zoning for Brickell CitiCentre (4) Lobbyists shall state the extent of any business association or financial relationship with any member(s) of the City Commission, any member of City staff before whom he/she lobbies or intends to lobby. (If applicable, please explain) none Lobbyists shall pay all registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of completion of an ethics course provided by the Miami -Dade County Commission on Ethics & Public Trust or City of Miami completed no more than one (1) year prior to registering. I do solemnly swear that all of the foregoing facts are true and correct, and I have read or am familiar with the provisions contained in Sections 2-651 through 2-658 of the Ci f Miami Code, as amended, including "annual registration, withdrawal, reporting requirements, de s, examinations, penalties for violations and contingency fees." State of Florida, County of Miami -Dade S orn to and subscribed before me this day of f.)/ , ao / / Lobbyist Signature r ey0c6 Notary Public State of Florkt Ot Maria Garcia °Fits: � Expires 10/22/20My Commission 11 DD'l27778 r Deputy Clerk Note: Annual Registration Fee: Effective through 12/31/2011 RECEIVED 2I3FEB -5PM2:00 OFFICE OF THE CITY CLE CITY OF MIAMI.FFL eITY OF MIAMI Office of the City Clerk, 3500 Pan American Drive, Miami, FL 33133 Phone: (305) 250-5360 LOBBYIST REGISTRATION (1) Lobbyist Name: FORT-BRESCIA , BERNARDO , M Last Name, First Name, Middle Initial Business Phone: 3 0 5 . 3 72 . 1812 Print Form For Office Ilse Only: Check# /' 53 Receipt# /F/fr Ethics Certificate 2900 OAK AVENUE Business Address Zip 33133 E-Mail Address BFORT@ARQUITECTONIC;:-COM (2) Principal Represented BRICKELL CITYCENTRE PROJECT LLC (3) Principal's Business Address 501 BRICKELL KEY DRIVE, SUITE 600, MIAMI, FL Zip 33131 (If different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of all persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). ISSUES RELATED TO ZONING, LAND USE AND DEVELOPMENT (4) Lobbyists shall state the extent of any business association or financial relationship with any member(s) of the City Commission, any member of City staff before whom he/she lobbies or intends to lobby. (If applicable, please explain) NONE Lobbyists shall pay all registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of cornplet'9n of an ethics course provided by the Miami-T1de County Commission on Ethics & Public Trust or City of Miami completed no more than one (1) year prior to registering. I do solemnly swear that all of the foregoing facts are true and correct, and I have read or am familiar with the provisions contained in Sections 2-651 through 2-658 of the City of Miami Code, as amended, including "annual registration, withdrawal, reporting requireme definitions, examinations, pe for violations and contingency fees." State of Florida, County of Miami -Dade Sworn to and.subscribed before me this 3 ( day of HAIRIBEL DIAL Notary Public State of Flala My Comm. Expires Jun 29, 2015 %freof °' Commission* EE 108139 Lobbyist Signature Notary or Depu Clerk Note: Annual Registration Fee: Effective through 12/31/2013 41 City of Miami OFFICIAL RECEIPT $r Sales Tax Tptal $ Received from Address' For 01 „ c: : at) . t.fvR Thi Receipt not ALID unless dated, filled in and signed by authorized em- ployee of department or division des- ignated hereon and until the City has collected the proceeds of any checks ten- dered as payment herein. C FN/TM 402 Rev. 03/03 Y: Department Division. No. !, A re ii 6.0 f�: A3a Date- o` 73 Distribution: White - Customer; Canary - Finance; Pink - Issuing Department City of Miami OFFICIAL RECEIPT Sales Taxi Total $ Received from: i 4C iD _it; GA) Address: For: 0/ 7 _ -74r,k- /l. This Receipt not VALID unless dated, tilled in and signed by authorized em- ployee of department or division des- ignated hereon and until the City has collected the proceeds of any checks ten- dered as payment herein. I C 1 FN/TM 402 Rev. 03/03 Cr VI trz) C / t /ff/r 3// Referee e N : k� Jc /70 No. II ��,�� Date. 102 V_) 1 I ��yy � /100 Dollars pieslei -v By: r Department: c'e [lL Division: Distribution: White - Customer; Canary - Finance; Pink - Issuing Department -F,`. 1; ,S M., City of Miami Public School Concurrency Concurrency Management System Entered Requirements Applicant Fields Information Application Type Public 'fearing Application Sub -Type Zoning Application Name * Brickell CitiCentre - North Squared Application Phone * 305-371-3877 Application Email * cgandolfoaswireprops.com Application Address * 501 Brickell Key Dr., Suite 600, Miami, FL 33131 Contact Fields Information Contact Name * Spencer Crowley Contact Phone * 30S 374 5600 Contact Email * akerntan.eom speneer.crowley@akerrnan.com Local Govt. Name City of Miami Local Govt. Phone 305-416-1400 Local Govt. Email GDGayf%r;.si.€niami.0.us Local Govt. App. Number (OFFICIAL USE ONLY) Property Fields Information Master Folio Number * 0I-0210-060-1270 Additional Folio Number Total Acreage * 0.983 Proposed Land Use/Zoning * '1'6-48 / 5A P Single -Family Detached Units * 0 Single -Family Attached Units (Duplex) * 0 Mufti -Family Units * 3S0 Total # of Units * 3 5 0 Redevelopment InformatIon (MUSPs) - fte-development applications are for those vacant sites for which a local government has provided vested rights; or for an already improved property which does not have to be re -platted as deemed by the local government. The number of units to be input into the CMS is the net difference between the existing vested number of units and the newly proposed number of units_ Example: an existing 20-unit structure will be torn down for redevelopment The newly proposed development calls for 40 total units. Local government shalt input 20 units in the CMS (net difference between the 20 units vested less the newly proposed 4 units) Required Fields for Application giCc wner(s)/AttorneylApplicant Nan STATE OF FLORIDA COUNTY 01' MIAMI-BADE regong was 20 1 f by Ow'er(s)/Attorney/Applicant Sig. ,tture day of cX..5-Q07?" who isfa(n) individual/pai-tner/:t( rtfiflip oration of y a(n) individual/partnership/corporatio lc he is ersorial LLown to me who has produced as identification and who did (did 1 t) take , oath DANA PEREVIATA NOTARY PUBLIC STATE OF FLORIDA Comm# EE101480 Expires 618/2015 Sig! t This instrument Prepared by and after Recording Return To: T. Spencer Crowley, Esq. Akerman Senterfitt 1 SE Third Avenue, 25th Floor Miami, FL 33131 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 8th Street and east of NW 1st 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, mixed - use, 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; {25641055;1 } 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 5th Street and SE 6th Street and between South Miami Avenue and SE 1st 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"); {25641055;1 } 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) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) 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 {25641055;1} 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 163.3177, Florida Statutes (2010), Section 163.3178, Florida Statutes (2010) and Section 163.3221(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 163.3221(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. {25641055;1 } "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 3.9.1.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 163.3220 - 163.3243, 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 163.3225, 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). {25641055;1 } (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) 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 7th Street, 8th Street and South Miami Avenue. City agrees to facilitate the permitting and planting of replacement trees on all publicly owned property in this area. (d) Archaeological. Because of the Project's location in a high probability 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). Section 9. Connectivity and Activity within Public Right -of -Way. (a) 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. {25641055;1 } The City finds that the authorization of such uses within the public right-of- way 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 -of - way, the provisions of Sec. 54-186 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. 55-14(b) of the City Code. Notwithstanding the requirements of Sec. 55-14(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 -of - way. Further, this Agreement shall satisfy the requirements of Sec. 55-14(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. {25641055;1} (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. 54-186 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 163.3233(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. {25641055;1} (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; {25641055;1 } (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 163.3180, 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) 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. (b) 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. (c) 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 {25641055;1 } 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) 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. (b) 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. (c) 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. {25641055;1 } To the City: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With a copy to: City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 To Swire: Stephen Owens 501 Brickell Key Drive, Suite 600 Miami, FL 33131 With copies to: Akerman Senterfitt Attn: Neisen Kasdin 1 SE 3rd Avenue, 25th Floor Miami, FL 33131 (b) Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. Section 20. Exclusive "Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County. In addition to any other legal rights, the City and Swire shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Section 21. Voluntary Compliance. Swire and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, Swire and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. {25641055;1 } Section 22. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof, and no change, modification or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 23. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Swire and City shall comply with all applicable federal, state or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 24. Representations; Representatives. Each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms. Section 25. No Exclusive Remedies. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default, except where otherwise expressly provided. Section 26. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by either party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein, No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 27. Events of Default. (a) Swire shall be in default under this Agreement if any of the following events occur and continue beyond the applicable grace period: Swire fails to perform or breaches any term, covenant, or condition of this Agreement which is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, then Swire shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. (b) The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice from a Swire specifying the nature of such breach; provided, however, that if such breach {25641055;1 } cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. (c) It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. (d) The default of a successor or assignee of any portion of Swire's rights hereunder shall not be deemed a breach by Swire. Section 28. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, Swire and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability. Section 29. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 30. Assignment and Transfer. This Agreement shall be binding on Swire and its heirs, successors and assigns, including the successor to or assignee of any Property Interest. Swire, at its sole discretion, may assign, in whole or in part, this Agreement or any of its rights and obligations hereunder, or may extend the benefits of this Agreement, to any holder of a Property Interest without the prior written consent or any other approval of the City. Any such assignee shall assume all applicable rights and obligations under this Agreement. Section 31. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. {25641055;1 } Section 32. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Swire and neither Swire nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of Swire or its subsidiaries, divisions or affiliates. Section 33. Cooperation; Expedited Permitting and Time is of the Essence. (a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist Swire in achieving its development and construction milestones. The City will accommodate requests from Swire's general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with Swire in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. (b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Swire does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes. Section 34. Enforcement. (a) In the event that Swire, its successors and/or assigns fails to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the subject Property. (b) Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. The prevailing party in any action or suit pertaining to or arising out of this Agreement shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of this/her/its attorney. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both. Section 35. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of Swire and the City. Prior {25641055;1} to any amendment or termination of this Agreement during its term, the City shall hold two public hearings to consider and deliberate such amendment or termination. Section 36. Third Party Defense. City and Swire shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2010), (ii) a petition for writ of certiorari, (iv) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). City and Swire shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. Section 37. No Conflict of Interest. Swire agrees to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. Section 38. No Third -Party Beneficiary. No persons or entities other than Swire and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 39. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 40. Abutting Property Owners. The City and Swire have a mutual interest in ensuring that construction of the Project proceeds in a manner which is respectful of and sensitive to owners of property Abutting the Project ("Abutting Owners"). In recognition of this concern, during construction of the Project Swire agrees to insure Abutting Owners against any actual damages which directly result from accidental loss of utility service caused by Swire, its contractors or subcontractors. NOW, WHEREOF, the City and Swire have caused this Agreement to be duly executed. [Signature blocks for City and Swire on next page] {25641055;1} ATTEST: SWIRE PROPERTIES, INC, a Florida for profit corporation BY: Print Name: Print Name (Corporate Seal) Title: (Authorized Corporate Officer) ATTEST: CITY OF MIAMI, a municipal corporation BY: Todd Hannon, City Clerk Johnny Martinez, City Manager APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney {25641055;1 } Exhibit "A" Legal Descriptions of the Property {25641055;1} Exhibit "B" Brickell CityCentre Regulating Plan and Design Guidelines Original copies of the Brickell CityCentre Regulating Plan and Design Guidelines are on file and available for public review at the Office of the City Clerk, City of Miami, located at 3500 Pan American Drive, Miami, FL 33133 {25641055;1}