October 6, 2010

Becky Roper Matkov

Executive Director
Dade Heritage Trust
190 SE 12th Terrace
Miami, Fl 33131

Dear Becky,

Please find enclosed a Memorandum of Understanding outlining our proposed public-private

partnership for the revitalization of the Miami Marine Stadium. This document is purposefully
informal as it is meant to be a basis for continued discussion and not a formal legal agreement.

The proposal is developed out of my personal interest, as a native of Miami, in helping to revitalize
this iconic civic structure and to create a lasting positive impact in our community. The same is true
for Larry Wilker, who also resides here and is deeply vested in the establishment of a vibrant arts
community for the City and in restoring one of the most unique outdoor, waterfront venues in the
world.

Given the timing of the public financing cycle as well as the current positive political environment,
we would hope to move swiftly and with a united voice in order to maximize the chances of this
project coming to fruition. As I mentioned when we met with the Board, we do not object to the
Trust working with other potential partners, but feel that this must be handled appropriately to
prevent lack of cohesion from dissipating the project’s momentum.

We look forward to reconvening with you after you have had a chance to review this memorandum
to gather your feedback and iron out any issues. As Hilario said in our last meeting, this is more like
a marriage than a business transaction, so dialogue and discovery will continue throughout the
process of working to make this project a reality. For our part, we could not be more excited to work
with you and the Dade Heritage Trust to prove that preservation is not only complementary with
community needs and environmental concerns, but sound economic plans as well.

Sincerely,

Matthew Greer

Chief Executive Officer

Carlisle Development Group
October 6, 2010

Board of Directors
Dade Heritage Trust
190 SE 12th Terrace
Miami, Fl 33131

Re: Memorandum of Understanding, Miami Marine Stadium

To the Members of the Board of Directors of the Dade Heritage Trust,

Thank you for allowing us to present our Miami Marine Stadium proposal both to the Executive
Committee and the entire Board of Directors. We look forward to the opportunity of partnering with
Dade Heritage Trust to achieve our shared goal of preserving the Stadium as well as making it the
centerpiece of a redevelopment plan which serves both the community and the environment.

This Memorandum of Understanding outlines our vision for the future Miami Marine Stadium, the
joint partnership between Carlisle Development Group and TheatreDreams, as well as the role of the
Dade Heritage Trust in this landmark public-private endeavor.

Vision: Honor a Treasure of Our Past and Create a Vision for the Future
We share a common vision with the Friends of Miami Marine Stadium as well as Dade Heritage
Trust and the Virginia Key Public Planning Coalition in restoring the Miami Marine Stadium to its
original form and use. Our vision, like yours, is to completely preserve the iconic design of the
original Stadium, free of unnecessary add-ons that clutter the original site plan and obstruct the view
of the building. We will do this by creating a world-class performance venue that serves as a unique
amenity for a diverse group of Miami citizens and visitors alike. Thanks to our unique team, we are
confident this venue can be economically self-sustaining while serving a wide array of community
uses.

This vision for the Miami Marine Stadium is in keeping with the approved Virginia Key Master Plan.
We realize this plan represents a valuable asset as it is the result of an extensive public planning
process, involving the participation of many citizens and the active leadership of the Virginia Key
Public Planning Coalition. Representing the collective voice of those who care most deeply about
the Stadium and the larger body of land on which it stands, the Master Plan places great emphasis on
maintaining Marine Stadium Park as a highly public destination. We envision the Stadium featuring
the widest selection of programming opportunities available to serve the greatest number of citizens.
In maintaining the open space, the Park should continue to accommodate existing uses and activities
taking place in and around the Marine Stadium Basin. We will also work to enable opportunities for
future public use of the site and the Stadium as are deemed appropriate, within reason, and to the
greater benefit of all parties involved.

Expertise and Experience

We feel our local reputation and development experience are particularly tailored to a highly-visible
and historic project of this kind. A real estate development firm specializing in financing and public
policy, Carlisle Development Group matches governments and non-government organizations with
capital, innovative development solutions, and trusted construction and management expertise.
Carlisle’s work is driven by our goal of enabling clients to best leverage their community’s assets as
a means of achieving preservation, sustainability, neighborhood revitalization, and economic
development goals.

These unique goals have helped us raise over $1.2 billion in capital for public-private partnerships
throughout the state of Florida. As leaders in historic tax credit renovations, the firm has won
numerous preservation awards at the local, state and national levels, including a recent award from
the National Trust for Historic Preservation. As leaders in green development, we believe the
preservation of great buildings is the most laudable form of sustainability. Restoration of the Miami
Marine Stadium will not only protect the architectural history of Miami’s built environment, but the
sensitive coastal environment as well. Our strong relationships with the United States Green Building
Council (USGBC) and the Florida Inland Navigation District (FIND) Commission will help us attract
additional funds to support this project.

The distinguished credentials and track record of TheatreDreams perfectly complements Carlisle’s
skill sets and values. Larry Wilker’s love of historic theaters and the reputation of both he and his
partner Bill Becker as leading theatre executives make TheatreDreams a partner with national respect
and local relationships. Before being selected by a national search committee to turn around the
troubled Adrienne Arsht Center, Larry Wilker, along with his partner Bill Becker, restored and
operated some of America’s most cherished theatres, including the Chicago Theatre, Kodak Theatre,
and Playhouse Square in Cleveland, Ohio (the largest theatre restoration project in the world,
featuring four theatres, a 250,000 sq ft. office tower, and 1200 car parking garage). Wilker and
Becker developed the plans for and had oversight of the $350 million restoration (federal funds) of
The John F. Kennedy Center for the Performing Arts in Washington,DC. In addition, Wilker has
built or renovated 8 theatres and has demonstrated the financial viability of projects like this one
through sophisticated use of private financing, public fundraising, operational efficiency, and
programming enhancements. His financial and programming success has been demonstrated at the
Adrienne Arsht Center for the Performing Arts, the John F. Kennedy Center for the Performing Arts,
and Cleveland, Ohio’s Playhouse Square Foundation among others. A Tony-award winning, Emmy-
nominated producer, Larry is also revered within the national and international entertainment
communities as one of the best creative minds in the industry.

Joint Partnership of Carlisle Development Group and Theatre Dreams

We believe we are uniquely suited to the task of restoring the Marine Stadium thanks to our
partnership, which combines world class experience in financing and redeveloping historic buildings
with a unique track record of turning around and operating historic performance venues. By
combining these skills with our long-standing relationships with the County, the City, and the
community at large, we believe we can make the Marine Stadium the centerpiece of a world-class
preservation case study.

Carlisle Development Group will be responsible for working with the City of Miami to establish
parameters for leasing the site, assembling financing from public and private sources, managing
construction, and ensuring the project is completed on time and within budget.

As the venue operator, TheatreDreams (Wilker & Becker) will be responsible for day-to-day
operations, budgets, and programming. Larry’s involvement in the project will provide critical
insight into the necessary rehabilitation needs of the Miami Marine Stadium to function as a
successful twenty-first century performance venue and will help ensure the Stadium’s long-term
operational success.

TheatreDreams and Carlisle Development both understand the importance of proving long-term
financial viability to the many governmental and private financial backers a project like this will
require. That is why our partnership is conceived as a complete joint venture: both Carlisle
Development Group and TheatreDreams will be responsible for determining the financial viability of
the site, overseeing the construction aspects of the Stadium’s restoration, managing operations, and
assuming risks and financial liability. We will both invest, share risk, and earn reward through the
long-term successful operation of the Stadium. We feel the focus of this project is to create a
successful performance theatre, not just a great restoration project. Our partnership structure, based
on personal friendship, will help ensure maximum alignment of interests between the team members,
which helps ensure that all decisions remain focused on the long term-success of the Stadium as a
working venue.

The Role of Dade Heritage Trust

Our recommendation is for Dade Heritage Trust to chart a course which allows it to avoid the
financial and reputational risks that fall on a principal while retaining rights and responsibilities
commensurate with its role as a watchdog looking out for the best interests of the community. The
Trust’s most effective role is that of advocate, arbiter, and educator, rather than borrower. Because
the Virginia Key Master Plan has already been created, we see the first role of the DHT as helping to
ensure the continued adherence to the Plan as various projects move forward on Virginia Key.
Because the plan will inevitably require interpretation, we see the second role of DHT as helping our
team as we make decisions which require us to interpret the plan or make difficult decisions which
require trade-offs between the plan’s stated goals. Finally, the DHT would be responsible for helping
to educate the larger consortium of stakeholders about the process, ensuring that new ideas are
properly vetted and concerns are aired in a productive manner.

One we have executed this MOU and received a positive indication from the City, we would
anticipate moving forward with a more formal document, which would more thoroughly detail the
responsibilities of the Trust outlined above. Part of this agreement would include compensation
which, assuming it was accepted as an appropriate cost by the City, would be designed to amply
cover costs incurred by the DHT through this process. Based on previous projects we would
anticipate that this amount would be roughly $100,000 - $150,000 during the course of construction.

Ultimately our success, like yours, is measured by the lasting legacy we leave in the communities we
serve. We hope that you will choose to become our partner and join our efforts to make the Miami
Marine Stadium the kind of national model for historic preservation and sustainable revitalization
that we believe it can be.

Sincerely,

Matthew Greer Larry Wilker

Chief Executive Officer President and CEO
Carlisle Development Group TheatreDreams
COMPANY OVERVIEW D E V E L O P M E N T

Founded in 1998, Carlisle Development Group matches governments, non-gov-

ernment organizations, faith-based institutions and private sector partners with
capital, innovative development solutions, and trusted public policy, construction
and management expertise.

Our Mission
Carlisle’s work is driven by the aim of enabling our partners to best leverage their
community’s real estate assets as a means of achieving long-term sustainability,
neighborhood revitalization, and social and economic development goals.

Our Work
Carlisle master plans, develops, rehabilitates, leases and manages a diverse range
of product types. Our portfolio includes LEED-certified, mixed-use, transit-oriented,
urban infill, historic rehabilitation, as well as mixed-income and market-rate housing
developments in communities across the country.

Our Services
Advising & Partnering | Public & Private Financing |Acquisitions & Site Planning |
Construction Management | Property Management | Asset Management

Public-Private Partnerships Our firm has won numerous historic preservation

Carlisle is uniquely positioned with the financial resources and human capital to awards at the local, state and national levels.
transform policy ideas into realized developments. As one of nation’s leading tax
credit developers, we have raised more than $1.2 billion in capital for public-private
partnerships throughout the state of Florida. Carlisle has established joint relation-
ships with municipalities, housing authorities, and non-profits in the execution and
construction of projects at a variety of scales and levels of involvement.

As partners, we provide peace of mind and maximum involvement without finan-

cial risk or liability. In the process of development, we also build trusted business
and community relationships. We regularly work with our partners, neighborhoods,
local government and other stakeholders to build consensus around a shared vi-
sion and generate continued enthusiasm and momentum for the development as
it reaches completion.
Having raised more than $1.2 billion dollars in capital
for public-private partnerships throughout the state of
A Triple Bottom Line Corporation Florida, Carlisle is uniquely positioned with the finan-
As a triple-bottom-line organization, Carlisle seeks opportunities where financial, cial resources and human capital to transform ideas
environmental and social interests intersect. We believe our long-term prosper- into realized developments.
ity is rooted in the broader business of community building.

As thought leaders, we strive to find innovative, carefully-considered solutions

that are the most financially, environmentally and socially rewarding for our cli-
ents— and of the greatest value to the citizens we serve. Carlisle’s team of profes-
sionals gives intense effort and dedication to each project. As a result, Carlisle’s
relationships are long-term rather than transactional and built upon the corner-
stones of integrity, reliability, transparency, and performance.

Ultimately our success is measured by the lasting legacy we leave in the communi-
ties we serve. Carlisle has seven LEED-certified tax credit developments underway,
and has earned many distinctions for our leadership and advancement in green
building. The imprint of our work is also found in the local jobs we create and the so- The impact of our projects results in meaningful in-
cial programs we establish to improve the quality of life of residents and neighbors. vestment, employment and economic development
outcomes in the communities we serve.

For more information, visit carlisledevelopmentgroup.com

Lawrence J. Wilker is a Tony Award-winning, Emmy –winning producer-entertainment executive. As a principal
of TheatreDreams he has co-produced Neil Simon’s The Dinner Party, starring Henry Winkler and John Ritter, the
smash musical hit, Urinetown, which won three Tony Awards, Stephen Sondheim’s Into the Woods, starring
Vanessa Williams, which won the Tony Award for Best Musical Revival in 2002, The Beach Boys’ Good
Vibrations in 2005, and TheatreDreams is associated with the producer of Jersey Boys and is co-presenting
Jersey Boys in Chicago, and is a part of the Las Vegas, London, Australian and National Tour of Jersey Boys.
Until October 2007, TheatreDreams owned and operated The Legendary Chicago Theatre and built it from
minimal use to the 13th highest grossing theatre in the world. It was nominated for Theater of the Year two years
in a row by Pollstar Magazine. TheatreDreams operated The Kodak Theatre in Los Angeles, California, the home
of the Academy Awards until March, 2008.

In the fall of 2007 TheatreDreams was engaged by the troubled Carnival Center of the Performing Arts (now the
Adrienne Arsht Center for the Performing Arts of Miami-Dade County) in Miami to provide interim management
services. In the past 14 months TheatreDreams:

 helped to secure a $30 million naming gift;

 stabilized the finances, ending the fiscal year with a surplus;
 dramatically increased the quality and amount of programming;
 increased annual attendance from 41% to over 70%;
 improved public perception and acceptance of the Center as a valuable community institution;
 reorganized the institution for increased efficiency and productivity and recruited a top-notch CEO to run the
institution on a permanent basis.

Wilker organized TheatreDreams in 2001, with William Becker, following his retirement after 10 years as
President of the John F. Kennedy Center for the Performing Arts in Washington, D.C

At the Kennedy Center, Wilker oversaw a $120 million year arts and entertainment organization. When he
assumed control of the Kennedy Center it was $7 million in debt, experiencing ever-declining attendance and
progressively fewer productions while debt was increasing by almost $2 million per year. Although he was
operating a non-profit organization under the strictures of government, in less than 5 years, Wilker:

 paid off all debt;

 more than doubled the attendance from 900,000 to over 2 million per year;
 more than doubled the number of performances from 1,580 to over 3,300 per year;
 Tripled fund raising from $13 million to $38 million per year; AND
 Organized a $320 million renovation of the iconic 1971 building.

Wilker brought a new dimension of creative leadership to the Kennedy Center. He created a PBS series,
"Kennedy Center Presents," as well as the "Mark Twain Comedy Awards" on Comedy Central. He instituted
national tours of Kennedy Center theatrical and family entertainment, free concerts, circus and cabaret
productions, a psychographically designed schedule of offerings aimed at broadening the appeal and scope of the
Kennedy Center. Wilker grew the theatre subscription series at the Kennedy Center to the point where it regularly
returned $2 million a year to the institution.

Page 1 of 2
Wilker dramatically expanded the Kennedy Center offerings by presenting/producing jazz, country music,
international productions, comedy, and productions aimed at a family audience. He established four different jazz
series, including Billy Taylor's Jazz at the Kennedy Center, which is now broadcast throughout the U.S. over
National Public Radio. Wilker introduced the Italian singing sensation Andrea Bocelli to America by presenting
him in concert at the Kennedy Center. Then, in the fall of 1998 he presented Bocelli, in association with Princeton
Entertainment, in 27 concerts throughout the U.S., grossing over $28 million.

Wilker's proven eye for discovering mass-market productions does not end with Andrea Bocelli. He co-produced
several musical theater productions that played successfully on Broadway and toured throughout the United
States. These shows include the acclaimed revivals of Guys and Dolls, The King and I (both Tony Award winners
for Best Musical Revival), How To Succeed in Business Without Really Trying, The Who's Tommy, and The Music
Man, as well as the Tony Award-winning best musical of 1997, Titanic. Wilker earned the Kennedy Center more
than $2 million in profits from these productions. Guys and Dolls alone returned more than 160% to investors.

Prior to the Kennedy Center, Wilker served as President of Playhouse Square Foundation in Cleveland Ohio.
When Wilker arrived in 1981 Cleveland was in distress. It was the only City in America to go bankrupt. Heavy
industry, long the underpinning of its economy, was dying off; unemployment was very high and growing. The
downtown was virtually abandoned. Wilker took three shuttered movie/vaudeville theatres on Euclid Avenue
(main street), raised $40mm,renovated, interconnected and operated them as an 11,000 seat performing arts
center with a broad array of programming that included touring Broadway theatre, pop music, comedy, ballet, as
well as sit-down self produced productions (Pump Boys and Dinettes, Song of Singapore, Jacques Brel).Wilker
co-produced for the Foundation for Broadway and/or tour, Gospel at Colonus, Beehive, Prelude to a Kiss, and
The Secret Garden).

The Playhouse Square project remains the largest theatre restoration project in the world and provided the
stimulus for the revival of Cleveland. Early on Wilker bought or controlled the real estate surrounding the theatres
at bargain prices because of the lack of interest in downtown real estate. As more than one million people
annually came to the theatres, this real estate became valuable and Wilker (through a subsidiary he created)
developed a 280,000 sq ft office tower, 200 room Wyndham Hotel, 1200 car parking garage, and leased space to
several restaurants. The project became a model of how to use arts and entertainment as a catalyst fro urban
renewal. The Federal Reserve used the project as a case study (1985) and among many laudatory conclusions
demonstrated that the theatres were responsible for bringing in $15mm per year in export dollars to the City of
Cleveland, stimulating 1700 new jobs, and creating 71 new businesses in the area. The real estate projects not
only helped to revive the City, but provided significant cash income to the foundation.

Prior to Cleveland, Wilker served as Director of Properties (theatres and real estate) for the Shubert Organization
in New York, which owned and operated 23 theatres in New York City and around the United States. Wilker
presided over the first renovation of these historic properties since they were built early in the 20th Century.

Wilker has either built or renovated twelve theatres, served as Vice President of the Eugene O’Neill Theatre
Foundation, and Founder and President of the Grand Opera House in Wilmington Delaware. Wilker Holds a BA in
Economics and an MFA in Theatre from the University of Massachusetts, and a PhD in Theatre from the
University of Illinois. He is married to Jill Wilker and has two children, Eric (VP Business Operations, Warner
Brothers Television Marketing) and Michelle (Associate Producer of television specials, including Comedy
Central’s Last Laugh and CNN’s Heroes).
#

Page 2 of 2
  
 
William W. Becker is a Tony Award-winning producer and entertainment executive and, formerly, a practicing
attorney. As a principal of TheatreDreams he has co-produced Neil Simon’s The Dinner Party, starring Henry
Winkler and John Ritter, the smash musical hit, Urinetown, which won three Tony Awards, Stephen Sondheim’s
Into the Woods, starring Vanessa Williams, which won the Tony Award for Best Musical Revival in 2002, the
Beach Boys’ Good Vibrations in 2005. TheatreDreams is associated with the producer of Jersey Boys, co-
presented Jersey Boys in Chicago, and is a part of the Australian and National tours of Jersey Boys. Until October
2007, TheatreDreams owned and operated The Legendary Chicago Theatre and built the 3500-seat venue from
minimal use to the 13th highest grossing theatre of its size in the world. It was nominated for Theater of the Year
two years in a row by Pollstar Magazine.

TheatreDreams programmed and managed the Kodak Theatre, Los Angeles, CA, home of the Academy
Awards™ under joint venture arrangements with CIM Group, a Hollywood-based financing, development and
management company, beginning in 2005. CIM owns Hollywood and Highlands, where the world-renown venue
is located. TheatreDreams continued to provide financial services for the Kodak after ending its management
responsibilities in March, 2008.

Recently, Becker, pro bono, has assisted the Downtown Theatre Action Group, Salt Lake City, UT, in its planning
for the development of a 2500-seat venue in Salt Lake City, where his brother is mayor. Becker continues to
assist the City, pro bono, serving on the Executive Committee established by the City to oversee development
plans for the Utah Performing Arts Center.

From 1993 until January, 2001, Becker was a principal at the Law Offices of William W. Becker and Landfield &
Becker, Washington, DC. During that period, he served as outside General Counsel of the John F. Kennedy
Center for the Performing Arts, a bureau of the Smithsonian Institution. He oversaw $350 million in restorative
design and construction of the Kennedy Center and the issuance of $32 million in Industrial Revenue Bond
financing. As general counsel and, previously, during his serving as legal counsel to that agency beginning in
1969, he managed the Kennedy Center's labor negotiations, legislation and congressional relations, construction
litigation, federal interagency relations, and performing arts programming contracts. His legal career included his
partnership positions in Breed, Abbott & Morgan, New York, NY and Washington, DC, and in Landfield, Becker &
Green, Washington, DC, and its predecessor firms.

Becker's diverse law practice included real estate development and litigation; crude oil pipeline rate-making
regulation before the Interstate Commerce Commission, Federal Energy Regulatory Commission and federal
courts; trucking regulation before the Interstate Commerce Commission; anti-dumping proceedings before the
International Trade Commission; and trial and appellate litigation.

After graduating from Harvard Law School, Cum Laude, in 1968, Becker worked in the Reginald Heber Smith
Community Lawyer Fellowship Program in East Cambridge, MA, and for VISTA as a consultant in 1969. He
earned an MBA with High Distinction from the Amos Tuck School of Business Administration in 1965 and
graduated Magna Cum Laude from Dartmouth College in 1964.

Since 2009 as an adjunct instructor, Becker has been teaching a course, Labor-Management Relations in the
Arts, at Teacher's College, Columbia University, Graduate School of Arts Administration.

Becker lives in Park City, UT, with his wife Joan Alper.