DRAFT 10-13-10

DEVELOPMENT AGREEMENT BETWEEN

THE CITY OF MIAMI, FLORIDA, RICHWOOD, INC., THE MCCLATCHY
COMPANY, AND MAEFIELD HOLDINGS, L.L.C.
REGARDING CITY SQUARE

THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into

this _______ day of ________________, 2010 ("Execution Date") by and between
RICHWOOD, INC., a Florida corporation, THE MCCLATCHY COMPANY, a Florida
corporation, MAEFIELD HOLDINGS, L.L.C., an Indiana limited liability company
(collectively, "Developers/Owners " or “RMM”), and the CITY OF MIAMI, FLORIDA,
a municipal corporation and a political subdivision of the State of Florida ("City").

WITNESSETH:

WHEREAS, the Developers/Owners are the fee simple owners or contract

purchasers of approximately 8.247 net acres of land located at within 1401 Biscayne
Boulevard, 360 NE 14 Terrace, 1410-1420 North Bayshore Drive, and 1431-1451 North
Bayshore Drive 1304 - 1366 NE 1 Avenue, 1305 – 1367 NE 1 Court, 1302 - 1370 NE 2
Avenue, 125 NE 13 Street, 50 – 124 NE 14 Street, and 1315 - 1335 NE Miami Court
within the municipal boundaries of the City and identified by within Miami-Dade County
Tax Folio Nos. 01-3231-011-0160, 01-3231-012-0050, 01-3231-012-0080, 01-3231-012-
0090, 01-3231-009-0020, 01-3231-054-0010, 01-3231-018-0010, 01-3231-018-0011 01-
3136-014-0010, 01-3136-014-0020, 01-3136-045-0010, 01-3136-045-0020, 01-3136-
045-0050, 01-3136-045-0040, 01-3136-009-2090, 01-3136-009-2100, 01-3136-012-
0030, 01-3136-009-2130, 01-3136-009-2120, 01-3136-009-2110, 01-3136-009-2140, 01-
3136-009-2160, 01-3136-009-2180, 01-3136-009-2190, 01-3136-009-0010, 01-3136-
009-0020, 01-3136-009-0030, 01-3136-009-0040, 01-3136-009-0060, 01-3136-009-
0050, 01-3136-009-1500, 01-3136-009-1510, 01-3136-009-1520, 01-3136-009-1530, and
01-3136-009-1540 ("Property"), the legal descriptions of which are attached hereto and
made a part hereof as Exhibit "A"; and

WHEREAS, the City Commission adopted Resolution No. R-06-0483 approving

a Major Use Special Permit for 1.89 net acres of the Property, known as “City Square
Residential,” consisting of 942 dwelling units, 13,566 square feet of retail uses and 1,684
parking spaces within a 623 foot high, sixty-story structure (“City Square Residential
MUSP”) located at 1401 Biscayne Boulevard, 360 NE 14 Terrace, and 1410-1420 North
Bayshore Drive (“Phase I Parcel”); and

WHEREAS, the City Commission adopted Resolution No. R-06-0482 approving

a Major Use Special Permit for 6.35 net acres of the Property, known as “City Square
Retail,” consisting of 641,104 square feet of retail uses and 4,052 parking spaces within a
130 foot high, five-story structure (“City Square Retail MUSP”) located at 1431-1451
North Bayshore Drive (“Phase II Parcel”); and

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 WHEREAS, the City of Miami has designated the Property as Transect “T6-36B-
O Urban Core” on the Miami 21 Zoning Atlas, which permits a mix of uses, including a
maximum residential density of 500 dwelling units per acre; and

WHEREAS, the permissible bulk regulations, including building disposition, lot

coverage, setbacks, floorplates, and height are based on the provisions of Section 5.6 of
the Miami 21 Code; and

WHEREAS, the City Commission approved and adopted an ordinance amending

Chapter 62 of the City of Miami Code of Ordinances creating the criteria, permitting
procedure and approval process (“Ordinance”) to permit a Media Tower within the Omni
Community Redevelopment Area (CRA) (“Omni Media Tower”); and

WHEREAS, since portion of the Omni CRA are within 660 feet of the nearest
edge of the right-of-way of the interstate highway system and the federal-aid primary
highway system, and are located in areas zoned for commercial or industrial use, the City
Commission hereby establishes and shall enforce regulations for such areas that govern
the size, lighting, and spacing of Omni Media Towers consistent with Section 479.156,
F.S., with the intent of the Highway Beautification Act of 1965, and with customary use;
and

WHEREAS, the Omni CRA includes the Miami Performing Arts Center, a
regional arts and entertainment resource; and

WHEREAS, the Omni Media Tower will establish a unique local, regional and
national identity within Miami’s urban core; strengthen the economy of the City by
encouraging the development and redevelopment of a depressed, blighted and slum area
within Omni CRA; link future growth in the CRA to improved pedestrian circulation and
reduced conflict with vehicular traffic; improve the quality of new development in the
CRA by providing public amenities and visual enhancements in appropriate locations;
enhance the character of the area surrounding the Miami Performing Arts Center (“Miami
Performing Arts Center District”) to attract tourism, arts and entertainment; promote the
exposure of the Miami Performing Arts Center District by adding illumination, and visual
enhancement, integrating with the cultural and entertainment elements of the district;
provide a source of funds through tax increment financing to be used exclusively within
the CRA for redevelopment related activities; and serve as a focal feature for the CRA
and provide a landmark for wayfinding as pedestrians move away from downtown and
the cultural destinations in Museum Park; and

WHEREAS, the Developers/Owners contemplate constructing the Omni Media

Tower pursuant to the Ordinance within the Phase I Parcel and a pedestrian-oriented,
open air, plaza-style retail and service development within the Phase II Parcel (“Project”),
as illustrated in Exhibit “B”; and

WHEREAS, the Project proposes significant infrastructure improvements for the

Omni CRA of parking for at least 1,600 cars, a trolley, trolley route and turn-around

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plaza, as well as an observation tower, which satisfies an infrastructure deficiency and
provides a major public benefit; and

WHEREAS, the City acknowledges that the Omni Media Tower consisting of a
pedestal element with parking for at least 1,600 cars and a minimum of 20,000 square
feet of retail and/or service uses, two tower elements, and a total of five surfaces that will
utilize a visual media display system, located on the Phase I Parcel along with the
existing Boulevard Shops, as illustrated in Exhibit “C” is a modification to the City
Square Residential MUSP pursuant to the law applicable at the time of the approval of
the MUSP; and

WHEREAS, the Omni Media Tower may be approved on the Property pursuant
to the building criteria and permitting procedure set forth in Sections 62-804 and 62-807
of the Ordinance; and

WHEREAS, the Developers/Owners shall substantially reduce the development

height, bulk, and scale of the Phase II Parcel by abandoning the City Square Retail
MUSP and developing the Property substantially as shown on Exhibit “B”; and

WHEREAS, according to Sections 163.3220 through 163.3243, F.S., known as

the Florida Local Government Development Agreement Act, the Florida Legislature has
determined that the lack of certainty in the development process can result in a waste of
economic and land development resources, discourage sound capital improvement
planning and financing, escalate the cost of housing and development, and discourage
commitment to comprehensive planning; and

WHEREAS, the Florida Legislature has declared that assurances 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; and

WHEREAS, the Developers/Owners and the City desire to establish certain terms
and conditions relating to the proposed development of the Property and wish to establish
identifiable parameters for future development; and

WHEREAS, the City Commission pursuant to Resolution No. _______, adopted

on July 29, 2010, authorizes the City Manager to execute this Agreement upon the terms
and conditions set forth below, and the Managing Members and Board of Directors of the
Developers/Owners or their parent or controlling entities have authorized the
Developers/Owners to execute this Agreement upon the terms and conditions set forth
below; and

WHEREAS, the Developers/Owners are to build in compliance with the plans

attached to this Agreement, as depicted in Exhibits B and C; and

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 NOW, THEREFORE, in consideration of the conditions, covenants and mutual
promises herein set forth, the Developers/Owners and City agree as follows:

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

2. Consideration. The Parties hereby agree that the consideration and

obligations recited and provided for under this Agreement constitute
substantial benefits to both Parties and thus adequate consideration for this
Agreement.

3. Definitions.

(a) “Additional Term” any one or more additional term(s)

approved by mutual consent of the parties pursuant to a public
hearing pursuant to Section 163.3225, F.S.

(b) “Agreement” means this Chapter 163 Development Agreement

between the City and Developers/Owners.

(c) “Boulevard Shops” means the approximately 21,000 square

feet of existing retail and service uses, also known as the
Shrine Building, which was designated by the City of Miami as
a historic site via HEPB resolution 2003-64 on October 21,
2003, and located between Biscayne Boulevard and the
proposed Omni Media Tower within the Phase I Parcel.

(d) “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.

(e) “City Square Residential MUSP” is the Major Use Special

Permit approved by the City Commission via Resolution No.
R-06-0483 for the property located at 1401 Biscayne
Boulevard, 360 NE 14 Terrace, and 1410-1420 North Bayshore
Drive (“Phase I Parcel”), consisting of 942 dwelling units,
13,566 square feet of retail uses and 1,684 parking spaces
within a 623 foot high, sixty-story structure.

(f) “City Square Retail MUSP” is the Major Use Special Permit
approved by the City Commission via Resolution No. R-06-
0482 for the property located at 1431-1451 North Bayshore
Drive (“Phase II Parcel”), consisting of 641,104 square feet of

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 retail uses and 4,052 parking spaces within a 130 foot high,
five-story structure.

(g) “Comprehensive Plan” means the plan adopted by the City

pursuant to Chapter 163, F.S., as found in compliance by the
Florida Department of Community Affairs

(h) “Developers/Owners” or “RMM” means the persons or entities

undertaking the development of the Property, defined in the
preamble to this Agreement as Richwood, Inc., a Florida
corporation, The McClatchy Company, a Florida corporation,
and Maefield Holdings, L.L.C., an Indiana limited liability
company, or any successors, assigns, or heirs thereof.

(i) “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), F.S.

(j) “Development Permit” includes any building permit, zoning or

subdivision approval, certification, special exception, warrant,
or any other official action of local government having the
effect of permitting the development of land. The Omni Media
Tower Permit shall be the comprehensive design and
development permit for Phase I of the Project
encompassing all inferior permits and plans and
inspections associated therewith.

(k) “Effective Date” is the date which is thirty days after a copy of
the recorded Agreement received by the State of Florida,
Department of Community Affairs.

(l) “Entire Term” is the total term of this Agreement, combining

the Initial Term (20 years) and the Additional Term, as defined
herein.

(m) “Execution Date” is the date that all parties have affixed their
signatures to this Agreement.

(n) “Existing Zoning” is (a) all entitlements associated with the

City’s approval of the City Square Residential MUSP and the
City Square Retail MUSP, and (b) the provisions of the
Charter, Comprehensive Plan and Laws of the City of Miami,
including the City of Miami’s Land Development Regulations
and the Ordinance, as amended through the Effective Date.

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(o) “Governing body” means the Miami City Commission or
successor entity.

(p) “Initial Term” is twenty (20) years commencing on the

Effective Date.

(q) “Land” means the earth, water, and air, above, below, or on the
surface and includes any improvements or structures
customarily regarded as land, except as provided herein.

(r) “Land Development Regulations” means ordinances, rules and

policies enacted or customarily implemented by the City for
the regulation of any aspect of development and includes any
local government zoning, rezoning, subdivision, building
construction, or sign regulation or any other regulations
controlling the development of or construction upon land in
effect as of the Effective Date, including Miami 21 Code and
Miami 21 Zoning Atlas.

(s) “Laws” means all ordinances, resolutions, regulations,

comprehensive plans, Land Development Regulations, and
rules adopted by the City of Miami affecting the development
of land, including the Ordinance, in effect as of the Effective
Date.

(t) “Miami Performing Arts Center District” is the area

surrounding the Miami Performing Arts Center, a regional arts
and entertainment resource.

(u) “Museum Park Miami Trust Fund” or MPMTF is a trust fund

established by the Developers/Owners to support the
redevelopment of Bicentennial Park as Museum Park Miami
with the sole purpose of funding capital improvements.

(v) “Omni Media Tower” is a structure that satisfies the other

applicable zoning requirements set forth in Section 62-803 of
the Ordinance, and regulations located on the Phase I Parcel
adjacent to the existing Boulevard Shops that is comprised of a
pedestal element with public parking for a minimum of 1,600
cars and approximately 2at least 20,000 square feet (inclusive
of outdoor seating area) of retail and/or service uses, two tower
elements, and a total of five surfaces that will utilize a visual
media display system, as permitted by the Ordinance.

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 (w) “Omni Media Tower Supplemental Permit Fee” is 1) a
supplemental fee to the Omni Media Tower Permit Fee set
forth in Section 62-808 of the Ordinance, which will be
charged to the Developers/Owners in the event that the
Developers/Owners fail to “break ground” (i.e. obtain a
foundation permit and expeditiously obtain all appropriate
building permits and final inspections in a period not to
exceed two (2) years thereafter) for the Phase II Parcel
within five (5) years of obtaining a Certificate of
Occupancy or Temporary Certificate of Occupancy,
whichever occurs first, for the Omni Media Tower
pursuant to Paragraph 8(b), herein or 2) in the event that
the Developers/Owners fail to make an annual contribution
to the Museum Park Miami Trust Fund (MPMTF) within
the Museum Park Miami site pursuant to Paragraph 10,
herein. The Omni Media Tower Supplemental Permit Fee
shall be required on an annual basis until such time as the
Developers/Owners are in compliance with the
requirements set forth in Paragraphs 8(b) and 10 of this
Agreement.

(x) “Omni CRA” is the area bounded by the Florida East Coast
Railroad right-of-way on the West, the Northerly right-of-way
line of I-395 on the South, the Westerly Shore of Biscayne Bay
on the East and the Southerly right-of-way of N.E. 20 Street on
the North.

(y) “Ordinance” means the ordinance known as the “Omni Media

Tower Regulations”, amending Chapter 62 of the City of
Miami Code of Ordinances creating the criteria, permitting
procedure and approval process for the Omni Media Tower.

(z) “Phase I Parcel” is the property located at 1401 Biscayne

Boulevard, 360 NE 14 Terrace, and 1410-1420 North Bayshore
Drive1302 – 1370 NE 2 Avenue and 1305 – 1367 NE 1 Court,
in which the Omni Media Tower will be located and the
existing Boulevard Shops are located.
.
(aa) “Phase II Parcel” is the property located within at 1431-1451
North Bayshore Drive1304 - 1366 NE 1 Avenue, 125 NE 13
Street, 50 – 124 NE 14 Street, and 1315 - 1335 NE Miami
Court, in which the pedestrian-oriented, open air, plaza-style
retail and service development will be located.

(bb) “Project” is the Omni Media Tower located within the Phase I
Parcel of the Property, and a pedestrian-oriented, open air,

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 plaza-style retail and service development consisting of an
aggregate of retail and service uses of no more than 450,000
square feet as well as public amenities and infrastructure
located within Phase II Parcel of the Property, as illustrated in
Exhibit “B”. The Developers/Owners contemplate continuing
the existing uses of the Boulevard Shops within the Phase I
Parcel as part of the Project.

(cc) “Property” means the Phase I Parcel and the Phase II Parcel,
comprised of approximately 8.247 net acres of land located
withinat 1401 Biscayne Boulevard, 360 NE 14 Terrace, 1410-
1420 North Bayshore Drive, and 1431-1451 North Bayshore
Drive 1304 - 1366 NE 1 Avenue, 1305 – 1367 NE 1 Court,
1302 - 1370 NE 2 Avenue, 125 NE 13 Street, 50 – 124 NE 14
Street, and 1315 - 1335 NE Miami Court within the Omni
CRA and the municipal boundaries of the City, and identified
withinby Miami-Dade County Tax Folio Nos. 01-3136-014-
0010, 01-3136-014-0020, 01-3136-045-0010, 01-3136-045-
0020, 01-3136-045-0050, 01-3136-045-0040, 01-3136-009-
2090, 01-3136-009-2100, 01-3136-012-0030, 01-3136-009-
2130, 01-3136-009-2120, 01-3136-009-2110, 01-3136-009-
2140, 01-3136-009-2160, 01-3136-009-2180, 01-3136-009-
2190, 01-3136-009-0010, 01-3136-009-0020, 01-3136-009-
0030, 01-3136-009-0040, 01-3136-009-0060, 01-3136-009-
0050, 01-3136-009-1500, 01-3136-009-1510, 01-3136-009-
1520, 01-3136-009-1530, and 01-3136-009-154001-3231-011-
0160, 01-3231-012-0050, 01-3231-012-0080, 01-3231-012-
0090, 01-3231-009-0020, 01-3231-054-0010, 01-3231-018-
0010, and 01-3231-018-0011.

(dd) “Public facilities” means major capital improvements,

including, but not limited to, transportation, transit, sanitary
sewer, solid waste, drainage, potable water, educational
facilities, parks and recreational, and health systems and
facilities for which the City's Comprehensive Plan sets forth
required levels of service.

(ee) “Utility” includes any person, firm, corporation, association or

political subdivision, whether private, municipal, county or
cooperative, which is engaged in the sale, generation, provision
or delivery of gas, electricity, heat, water, oil, sewer service,
telephone service, telegraph service, radio service or
telecommunication service.

(ff) “Visual media display system” means an affixed illuminated

display system using signage and any other form of illuminated

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 visual message media, constructed to display one or more
paintings or artistic works, that may be electronic and
composed of photographs, animation, or arrangements of color,
and that display a commercial or noncommercial message,
relies on the building for rigid structural support, and are
applied to the building or depicted on vinyl, fabric or other
similarly flexible material that is attached flush or flat against
the structure’s surface.

4. Intent. It is the intent of the Owner and Developers/Owners and the City
that this Agreement shall be construed and implemented as a development
agreement among the parties pursuant to the Florida Local Government
Development Agreement Act, Section 163.3220 through 163.3243, F.S.,
("Act"), in compliance with the Ordinance.

5. Effective Date. Immediately upon approval at two public hearings and

execution by all parties, the City shall record, with recording fees paid by
the RMM, the Agreement in the public records of Miami-Dade County
and transmit one (1) copy of the recorded Agreement to the State of
Florida Department of Community Affairs. This Agreement shall become
binding on the Effective Date, which is thirty days subsequent to the State
of Florida Department of Community Affairs receives a copy of the
recorded Agreement. Notwithstanding the Effective Date provided herein
and required by Section 163.3239, F.S., the City and the
Developers/Owners shall act in good faith to carry out the intent of the
Agreement upon the Execution Date.

6. Term of Agreement and Binding Effect . This Agreement shall run with the
land, remain in full force and effect, and be binding on all parties
(including the Developers/Owners) and all persons claiming under it for
an Initial Term of twenty (20) years from the Effective Date, and may be
extended for one or more Additional Term(s) thereafter by mutual consent
of the parties subject to a public hearing pursuant to Section 163.3225,
F.S.. Consent to any extension of this Agreement requires approval of
both parties to this Agreement. No notice of termination shall be required
by either party upon the expiration of this Agreement and thereafter the
parties hereto shall have no further obligations under this Agreement. The
obligations imposed pursuant to this Agreement upon the parties and upon
the Property shall run with and bind the Property as covenants running
with the Property, and this Agreement shall be binding upon and
enforceable by and against the parties hereto, their personal
representatives, heirs, successors, grantees and/or assigns.

7. Expiration of Agreement. The expiration or termination of this Agreement,

for whatever reason, shall not be considered a waiver of, or limitation
upon, the rights, including, but not limited to, any claims of vested rights

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 or equitable estoppel, obtained or held by the Developers/Owners or its
successors or assigns to in compliance with this Agreement and all prior
and subsequent development permits or development orders granted by
the City, including, but not limited to, those rights granted under the City
of Miami’s Comprehensive Plan.

8. Permitted Development, Uses and Intensities. Provided that the City adopts
the Ordinance in substantially the form as the attached in Exhibit “D”, the
parties agree as follows:

(a) Phase I Parcel. The Developers/Owners shall seek approval(s)

to construct the Omni Media Tower on the Phase I Parcel
pursuant to the permit application process set forth in Sections
62-804 and 62-807 of the Ordinance and Paragraph 10 herein.
Pursuant to Section 62-804 of the Ordinance, the pedestal
element (i.e.., parking garage) of the Omni Media Tower shall
comply with the zoning regulations that were in effect at the
time that the City Square Residential MUSP was approved.
This Agreement shall toll the City Square Residential
MUSP until such time as a Certificate of Use and Certificate
of Occupancy are issued for an Omni Media Tower on the
Phase I Parcel. Upon issuance of a Certificate of Use and
Certificate of Occupancy, the City Square Residential
MUSP shall be abandoned. There will not be a residential
component to this Phase. The City agrees to process the
Developers/Owners’ Omni Media Tower Permit
application expeditiously. The Omni Media Tower shall
consist of a pedestal element with parking for at least 1,600
cars and a minimum 220,000 square feet (inclusive of outdoor
seating area) of retail and/or service uses, and two (2) tower
elements, substantially as shown on Exhibit “B”. The Omni
Media Tower shall have a maximum height of 500 feet. The
pedestal element shall include lighting in order to insure
that all street frontages are illuminated at the street level.
The Omni Media Tower shall be buffered on the west by the
existing Boulevard Shops within the Phase I Parcel as shown
on Exhibit “B”. The Omni Media Tower shall include a total
of five (5) surfaces that will each utilize a visual media display
system in compliance with the criteria set forth in Section 62-
805 of the Ordinance. All visual media display systems,
approximately 95, 000 square feet in size, shall be oriented as
depicted on Exhibit “B” and shall not directly face any
residential units within 500 feet of the Omni Media Tower.
In addition, no portion of the Omni Media Tower shall be
located within 500 feet of any existing residential building.

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(b) Phase II Parcel. The Developers/Owners shall seek
approval(s) to construct a pedestrian-oriented, open air, plaza-
style retail and service development within the Phase II Parcel.
The Phase II Parcel shall be developed pursuant to the
Property’s current Miami 21 Code transect regulations, subject
to the limitations described in this Paragraph. Upon issuance
of a Certificate of Use and Certificate of Occupancy on the
Phase II Parcel, the City Square Retail MUSP shall also be
abandoned. Retail and service uses within the Phase II
Parcel shall be restricted to 75 feet in height and the
aggregate of all retail and service uses shall be no less than
200,000 gross square feet and shall not exceed a total of
450,000 gross square feet. Excluding any cinema, movie
theatre, or department store use, no single retailer shall
have a ground level footprint that exceeds 60,000 square
feet of gross floor area. In addition, no discount, off-price,
“Big box”, membership warehouse, or “category killer”
retail uses, shall be permitted, where such building,
improvements or use exceeds 50,000 square feet (including
multi-story buildings). Examples of these prohibited
discount, off-price, membership warehouse, or “category
killer” retail uses include Wal-Mart, Costco, Target, home
improvement stores such as, Home Depot, and Lowe’s.
Department stores, wherein a variety of unrelated
merchandise and services are housed, enclosed, exhibited
and sold to the public on a retail basis, such as Macy’s,
Saks Fifth Avenue, Neiman Marcus and Bloomingdale’s,
shall be permitted in excess of 50,000 square feet (including
multi-story buildings), regardless of ground or multi-story
footprint. Cinemas and movie theatre uses, including those
operated by AMC Entertainment, Cinemark Theatres,
Muvico, and Regal Entertainment, shall be permitted
regardless of ground level or multi-story footprint.
Pursuant to Article 4, Table 4 and Section 3.2 of the Miami
21 Code, all required parking for uses within the Phase II
Parcel shall be provided in the Phase I Parcel pedestal
element parking structure by process of Waiver. In the
event that Developers/Owners do not “break ground” (i.e.
obtain a foundation permit and expeditiously obtain all
appropriate building permits and final inspections in a
period not to exceed two (2) years thereafter) for the Phase
II Parcel within five (5) years of obtaining a Certificate of
Occupancy or Temporary Certificate of Occupancy,
whichever occurs first, for the Omni Media Tower, the
Developers/Owners shall be subject to an annual Omni
Media Tower Supplemental Permit Fee in the amount of

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 $1,000,000 (one million dollars), until such time as a
building permit is issued for the Phase II Parcel.

(c) Contributions to Public Infrastructure and Amenities. The

Omni Media Tower on the Phase I Parcel shall provide parking
for no less than 1,600 cars to serve the Miami Performing Arts
District and Omni CRA. In addition, the Developers/Owners
shall seek City approval for, and following approval, shall
construct and maintain certain public amenities within the
Phase II Parcel as illustrated in the attached Exhibit “B”,
including a pedestrian-oriented plaza with water features, an
observation tower no more than 500 feet in height, and a
trolley, trolley route, and turn-around plaza.
Developers/Owners shall establish a trust fund to support
the redevelopment of Bicentennial Park as Museum Park
Miami as provided in Paragraph 10, herein.

9. Development Permits. The City may need to approve the following

additional development permits, within their Omni Media Tower
Permit, upon proper submission of all requirements, and City review or
inspections, in order for the Developers/Owners to develop the Project:

(a) Platting;

(b) Site plan approvals;

(c) Modifications to existing approvals and permits, including the

permit for the Omni Media Tower set forth in the Ordinance;

(d) Waivers;

(e) Warrants;

(f) Special Exceptions;

(g) Water, sewer, paving and drainage permits;

(h) Building permits;

(i) Sign permits;

(j) Certificates of use and occupancy; and

(k) Any other official action of the City and/or Miami-Dade

County, Florida or other applicable regulatory agencies having

12
 the effect of permitting the development of land or providing
permits required for the development of land.

10. Museum Park Miami Trust Fund. Within 30 days of the City’s issuance
of the Omni Media Tower permit pursuant to the Ordinance, the
Owner and Developers/Owners shall establish aan Internal Revenue
Code Section 501(c)(3) trust fund to be known as the Museum Park
Miami Trust Fund (MPMTF) for the sole purpose of funding capital
improvements within the Museum Park Miami site. The Omni CRA
Board shall be appointed trustees of the MPMTF. The MPMTF shall
be funded by the Developers/Owners’ initial contribution of $800,000
(eight hundred thousand dollars) within 30 days of issuance of the
Omni Media Tower permit. For the following nine (9) years, on each
anniversary of the establishment of the MPMTF, the
Developers/Owners shall contribute an additional $800,000 (eight
hundred thousand dollars) until the Developers/Owners total
contribution to the MPMTF totals $8,000,000 (eight million dollars) in
the tenth year. Upon the Developers/Owners’ total contribution of
$8,000,000 (eight million dollars) to the MPMTF in the tenth year, the
owner or Developers/Owners shall have no further obligations to the
MPMTF or the City under this Paragraph. This MPMTF contribution
is in addition to the minimum annual Permit Fee pursuant to Section
62-808, in of the Omni Media Tower ordinance.Ordinance. In the event
that the Developers/Owners fail to provide the annual contribution to
the MPMTF required herein, the Developers/Owners shall, after
being given notice with ten (10) business days to cure, be subject to
annual Omni Media Tower Supplemental Permit Fee in the amount
of $1,000,000 (one million dollars) in addition to any supplemental
fees required pursuant to Paragraph 8(b) herein. This Omni Media
Tower Supplemental Permit Fee shall be required until any
outstanding contribution is paid and in addition to the outstanding
annual MPMTF contribution. Compliance with this provision shall be
evaluated in conjunction with the Development Agreement reviews.

11. Public Services and Facilities; Concurrency. The City and the
Developers/Owners anticipate that the Property and the Project will be
served by those public services and facilities currently in existence as
provided by the State of Florida, Miami-Dade County, the City, and/or as
contemplated in this Agreement. The Property and the Project will also be
served by any and all public facilities provided in the City's
Comprehensive Plan, specifically including but not limited to, those public
facilities described in the Comprehensive Plan's Capital Improvements
Element. For the purposes of concurrency, the City hereby agrees to
provide, reserve, and allocate sufficient public facility capacity, including
but not limited to transportation, water, sanitary sewer, solid waste,
drainage, parks and recreational, schools, fire and police to serve the
development of the Project on the Property. All development orders or

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 permits sought to be issued for the Project pursuant to this
Agreement are hereby found to meet concurrency standards set forth
in the Comprehensive Plan (concurrency regulations) and to be
consistent with Land Development Regulations, so long as the
Developers/Owners constructs the Property in substantial compliance
with the City’s Laws, Comprehensive Plan and Land Development
Regulations in existence as of the Effective Date. Developers/Owners
shall be bound by the City impact fees and assessments in existence as of
the Effective Date of this Agreement. Nothing in this paragraph shall
relieve the Developers/Owners of the requirement to pay impact fees and
assessments.

12. Consistency with Comprehensive Plan. The City hereby finds and declares
that the Developers/Owners’ development of the Project on the Property
complies with the Laws, ordinances, regulations and policies of the City of
Miami, and is consistent with the City’s Laws, Comprehensive Plan and
Land Development Regulations.

13. Reservation of Development Rights. For the Entire Term of this

Agreement, the City hereby agrees that it shall permit the
Developers/Owners’ development of the Property with the Project in
accordance with the Laws of the City of Miami, including the City’s
Comprehensive Plan and Land Development Regulations, as of the
Effective Date of this Agreement, subject to the conditions of this
Agreement. The City's Laws and policies governing the development of
the Property as of the Effective Date of this Agreement shall govern the
development of the Property for the Entire Term of this Agreement.
Development of the Property with the Project shall not be subject to any
future changes to the Laws of the City of Miami, including the City’s
Land Development Regulations and Comprehensive Plan designation after
the Effective Date and during the Entire Term of this Agreement. The City
may apply subsequently adopted laws or policies to the Property only as
permitted or required by the Act.

14. Zoning and Other Approvals. The parties hereto recognize and agree that
certain provisions of this Agreement require the City and its boards,
departments or agencies, acting in their governmental capacity, to consider
governmental actions, as set forth in this Agreement. All such
considerations and actions shall be undertaken in accordance with
established requirements of state statutes and municipal ordinances, in the
exercise of the City's jurisdiction under the police power. Nothing in this
Agreement shall be construed to prohibit the City from duly acting under
its police power to approve, approve with conditions, or reject any public
hearing application dealing with the Property.

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15. Necessity of Complying with Local Regulations Relative to Development
Permits. This Agreement is not and shall not be construed as a
development permit or authorization to commence development. The
Developers/Owners and the City agree that the failure of this Agreement
to address a particular permit, condition, fee, term or restriction in effect
on the Effective Date of this Agreement shall not relieve
Developers/Owners of the necessity of complying with any and all
regulations governing said permitting requirements, conditions, fees, terms
or restrictions as long as compliance with said regulation and requirements
do not require the Developers/Owners to develop the Property in a manner
that is inconsistent with the Laws of the City of Miami in existence as of
the Effective Date.

16. Good Faith; Further Assurances. The parties to this Agreement have
negotiated in good faith. It is the intent and agreement of the parties that
they shall cooperate with each other in good faith to effectuate the
purposes and intent of and to satisfy their obligations under this
Agreement in order to secure to themselves the mutual benefits created
under this Agreement. In that regard, the parties shall execute such further
documents as may be reasonably necessary to effectuate the provisions of
this Agreement, provided that the foregoing shall in no way be deemed to
inhibit, restrict, or require the exercise of the City's police power or
actions of the City when acting in a quasi-judicial capacity.

16. Notices. Any notice required or permitted to be given under this

Agreement shall be in writing and shall be deemed to have been given if
delivered by hand, sent by a recognized courier (such as Federal Express)
or mailed by certified or registered mail, return receipt requested, in a
postage prepaid envelope and addressed as follows:

If to the City at: City Manager

City of Miami
3500 Pan American Drive
Miami, Florida 33133

With a copy to: City Attorney

City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130

If to the Developers/Owners at: Mr. Mark A. Siffin

Maefield Holdings, L.L.C.
250 East 96th Street
Suite 580
Indianapolis, Indiana 46240

15
 With a copy to: Jeffrey Bercow, Esq.
Bercow Radell & Fernandez, PA
200 South Biscayne Boulevard
Suite 850
Miami, Florida 33131

17. Governing Laws, Construction and Litigation. This Agreement shall be

governed and construed in accordance with the laws of the State of
Florida. The Developers/Owners and the City agree that Miami-Dade
County, Florida is the appropriate venue in connection with any litigation
between the parties with respect to this Agreement. All of the parties to
this Agreement have participated fully in the negotiation and preparation
hereof; and accordingly, this Agreement shall not be more strictly
construed against any of the parties hereto. In construing this Agreement,
captions, and section and paragraph headings shall be disregarded. All of
the exhibits referenced in this Agreement are incorporated in, and made a
part of, this Agreement. In the event of any litigation between the parties
under this Agreement for a breach thereof, the prevailing party shall be
entitled to reasonable attorney's fees and court costs at all trial and
appellate levels.

18. Severability. In the event that any term or provision of this Agreement is
determined by an appropriate judicial authority to be illegal or otherwise
invalid, such provision shall be given its nearest legal meaning or
construed as deleted as such authority determines, and the remainder of
this Agreement shall be construed to be in full force and effect.

19. Entire Agreement. This Agreement sets forth the entire Agreement and
understanding between the parties hereto relating in any way to the subject
matter contained herein and merges all prior discussions between the
Developers/Owners and the City. Neither party shall be bound by any
agreement, condition, warranty or representation other than as expressly
stated in this Agreement and this Agreement may not be amended or
modified except by written instrument signed by both parties hereto.

20. Indemnification. The Developers shall indemnify and hold harmless the
City, its elected and appointed officials, employees, agents and assigns
from and against any claims or litigation arising from this Agreement
instituted by third parties.
20. Indemnification. The Developers/Owners shall indemnify, hold harmless,
and defend the City, its elected and appointed officials, employees, agents
and assigns (collectively referred to as “Indemnitees”) and each of them
from and against any and all loss, costs, penalties, fines, damages, claims,
expenses (including attorney’s fees) or liabilities (collectively referred to
as “Liabilities”) by reason of any act; injury, or death of any person or
damage to or destruction or loss of any property arising or any damages;

16
 or anything whatsoever arising out of, resulting from, or in connection
with (i) the performance or non-performance of this Agreement to the
extent it is or is alleged to be directly or indirectly caused, in whole or in
part, by any act, omission, default, lack of performance, or negligence
(whether active or passive) on the part of the Developers/Owners or its
employees, agents or subcontractors, or (ii) the failure of the
Developers/Owners to comply with any of the Sections herein or the
failure of the Developers/Owners to conform to statutes, ordinances, or
other regulations or requirements of any governmental authority, federal
or state, in connection with the performance of this Agreement from and
against any and all claims or litigation arising from this Agreement
instituted by third parties, or (iii) Developers/Owners shall indemnify,
hold harmless, and defend the Indemnitees for any and all Liabilities that
may occur by the granting of the Media Tower Permit, whatsoever. The
Indemnification obligations and releases in this Section do not apply to
any matters arising as a result of or otherwise caused by the negligence or
willful misconduct of the City or the unlawful acts or omissions of the
City. Developers/Owners expressly agree to indemnify, hold harmless
and defend, the Indemnitees, or any of them, from and against all
liabilities which may be asserted by an employee or former employee of
Developers/Owners, or any of its subcontractors, as provided above, for
which the Developers/Owners’s liability to such employee or former
employee, which would otherwise be limited to payments under state
Workers’ Compensation or other similar laws.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

day and year first above written.

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 CITY:

ATTEST: CITY OF MIAMI, FLORIDA

By:

Priscilla Thompson Carlos A. Migoya

City Clerk Manager

Dated ___ day of , 2010

Approved for form and legal sufficiency:

Julie O. Bru
City Attorney

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 DEVELOPERS/OWNERS

RICHWOOD, INC.

WITNESS:

By:

Signature Name:____________

Title: _______________________
Print Name

Dated this __ day of , 2010

Signature

Print Name

STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledge before me this ____ day of

__________________, 2010, by _____________, as ________________ of
Richwood, Inc. a Florida corporation, who is personally known to me or has
produced as identification, and acknowledged that she
did execute this instrument freely and voluntarily for the purposes stated herein.

My Commissions Expires: Notary Public, State of Florida

Print/type name:

19
 THE MCCLATCHY COMPANY

WITNESS:

By:

Signature Name:____________

Title: _______________________
Print Name

Dated this __ day of , 2010

Signature

Print Name

STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledge before me this ____ day of

__________________, 2010, by _____________, as _______________ of
The McClatchy Company, a Florida corporation, who is personally known to
me or has produced as identification, and
acknowledged that she did execute this instrument freely and voluntarily for
the purposes stated herein.

My Commissions Expires: Notary Public, State of Florida

Print/type name:

20
 MAEFIELD HOLDINGS, L.L.C.

WITNESS:

By:

Signature Name:____________

Title: Managing Member

Print Name

Dated this __ day of , 2010

Signature

Print Name

STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledge before me this ____ day of

__________________, 2010, by _____________, as Managing Member of
Maefield Holdings, L.L.C., an Indiana limited liability company, who is
personally known to me or has produced as
identification, and acknowledged that she did execute this instrument freely
and voluntarily for the purposes stated herein.

My Commissions Expires: Notary Public, State of Florida

Print/type name:

21
 OWNERSOWNER(S) OF 8.24 ACRES
(need (enclose evidence of title info))

WITNESS:

By:

Signature Name:____________

Title: _______________________
Print Name

Dated this __ day of , 2010

Signature

Print Name

STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledge before me this ____ day of

__________________, 2010, by _____________, as ________________ of
Richwood, Inc. a Florida corporation, who is personally known to me or has
produced as identification, and acknowledged that she
did execute this instrument freely and voluntarily for the purposes stated herein.

My Commissions Expires: Notary Public, State of Florida

Print/type name:

MAEFIELD HOLDINGS, L.L.C.

22
WITNESS:

By:

Signature Name:____________

Title: Managing Member

Print Name

Dated this __ day of , 2010

Signature

Print Name

STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledge before me this ____ day of

__________________, 2010, by _____________, as Managing Member of
Maefield Holdings, L.L.C., an Indiana limited liability company, who is
personally known to me or has produced as
identification, and acknowledged that she did execute this instrument freely
and voluntarily for the purposes stated herein.

My Commissions Expires: Notary Public, State of Florida

Print/type name:

23