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RESOLUTION APPROVING THIRD AMENDMENT TO PHASE VI LEASE AGREEMENT (�THIRD AMENDED LEASE�) BETWEEN MIAMI-DADE COUNTY AND FOUNDRY MEEK VI, LLC TO ADD 103,659 SQUARE FEET (�SF�) OF LAND TO THE PREMISES AND TO EXTEND THE DEVELOPMENT PERIOD UNTIL THE EARLIER OF 37 MONTHS AFTER THE EFFECTIVE DATE OF THE THIRD AMENDED LEASE OR THE DATE ON WHICH FOUNDRY MEEK VI, LLC NOTIFIES THE COUNTY THAT IT HAS COMPLETED CONSTRUCTION OF ITS CONTEMPLATED IMPROVEMENTS FOR THE DEVELOPMENT OF A MINIMUM OF 18,000 SF OF AIRCRAFT HANGAR SPACE, A TAXIWAY, AND PARKING WITH AN ESTIMATED $22,890,000.00 IN RENT DUE TO THE COUNTY�S AIRPORT SYSTEM OVER THE TERM; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE THE THIRD AMENDED LEASE, TO TAKE ALL ACTIONS NECESSARY TO EFFECTUATE SAME, AND TO EXERCISE ALL RIGHTS CONFERRED THEREIN, INCLUDING THE TERMINATION RIGHTS; AND DIRECTING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO PROVIDE AN EXECUTED COPY OF THE THIRD AMENDED LEASE TO THE PROPERTY APPRAISER�S OFFICE WITHIN 30 DAYS OF EXECUTION [SEE ORIGINAL ITEM UNDER FILE NO. 252290]

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying County Mayor�s memorandum, a copy which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board:

Section 1. Incorporates the foregoing recital as if fully set forth herein and approves the Third Amendment to Phase VI Lease Agreement between Miami-Dade County and Foundry Meek VI, LLC, in substantially the form attached hereto (the �Agreement�), to add 103,659 square feet (�SF�) of land to the premises and to extend the development period [[by three years]] >>until the earlier of 37 months after the Effective Date of the Agreement or the date on which Foundry Meek VI, LLC notifies the County that it has completed construction of its contemplated improvements<< for development of a minimum of 18,000 SF of aircraft hangar space, a 65-foot-wide taxiway, and 16 parking spaces, with an estimated $22,890,000.00 in rent due to the County�s airport system over the term.

Section 2. Authorizes the County Mayor or County Mayor�s Designee to execute the Agreement for and on behalf of Miami-Dade County, to take all actions necessary to effectuate the Agreement, and to exercise all rights conferred in the Agreement, including the termination rights, and to approve appropriate utility agreements for the purpose of providing utility services to such development, all in accordance with the provisions of Resolution No. R-684-25.

Section 3. Directs the County Mayor or County Mayor�s designee to provide an executed copy of the Agreement to the Property Appraiser�s Office within 30 days of execution.

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Date:

To: Honorable Chairman Anthony Rodriguez
and Members, Board of County Commissioners

From: Daniella Levine Cava
Mayor

Subject:
Resolution Approving the Third Amendment to the Phase VI Lease at Miami-Opa- locka Executive Airport Between Miami-Dade County and Foundry Meek VI, LLC

STAFF RECOMMENDATION
This substitute differs from the original in that the subject Agreement being approved by the resolution has been revised to require Foundry Meek VI, LLC to provide a community benefit of no less than $50,000.00 per year for each of the first three years after the Effective Date of the Agreement to the City of Miami Gardens to support community programs and to extend the development period until the earlier of thirty-seven (37) months after the Effective Date of the Agreement or the date on which Foundry Meek VI, LLC notifies the County that it has completed construction of its contemplated improvements. Conforming changes were also made to the body and title of the resolution.

This substitute also differs from the original in that the Executive Summary of the Mayor�s Memorandum has been revised to reflect the increased value of the Miami International Airport (MIA) Modernization in Action (M.I.A.) Program from $9 billion to $12 billion and to emphasize such increased value�s strategic alignment with the objectives of MIA�s advisory bodies, the Forward Flight Team and the MIA CARE Advisory Board, as part of the coordinated effort to modernize the County�s airport system.

Executive Summary
Miami International Airport (MIA) continues to be ranked as of the most connected airports worldwide, providing customers with 207 destinations and more than 30,000 connections, according to the OAG (Ocean Group) Megahubs 2025 rankings. On the domestic front, MIA remains one of the fastest-growing airports in the nation since the global COVID-19 pandemic, underscoring its critical role as Miami-Dade County�s largest economic engine. To meet the surging demand for passenger, cargo capacity and private aviation services, the Miami-Dade Aviation Department�s (MDAD) Future-Ready $12 billion Modernization in Action (M.I.A.) Program, which aligns with the goals of MIA�s Forward Flight Team and the newly created MIA-CARE Advisory Board, funds a comprehensive portfolio of projects designed to transform MIA and the County�s general aviation airports (GAA) into state-of-the-art, world-class facilities.

This item is recommending approval of the Third Amendment to the Phase VI Lease (Third Amendment) with Foundry Meek VI, LLC (Foundry VI) at the Miami-Opa locka Executive Airport (OPF). The amendment adds three County-owned parcels to the existing 203,428 square foot (SF) leasehold. Two parcels are �MDAD Parcels� consisting of 22,528 SF and 35,756 SF, and one parcel is a parcel previously under lease to the Miami-Dade Water and Sewer Department (WASD) (consisting of 45,375 SF; the �WASD Parcel�) but which WASD agreed to remove from its lease in exchange for Foundry VI performing certain work to make WASD�s pump station secure and accessible by WASD (the �WASD Work�). The original premises combined with the County-owned parcels make for a 307,087 SF leasehold that will used to accommodate the development of a minimum of 18,000 SF of aircraft hangar space, a 65-foot-wide taxiway and 16 parking spaces. The Third Amendment also provides for the assignment of the Phase VI Premises within three (3) years of its effective date in exchange for an assignment fee to be paid to the County and extends the development period for the Phase VI Premises from April 28, 2025, to the earlier of 37 months after the effective date of the Third Amendment, or the date on which Foundry VI obtains a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO) for the last building constructed or its equivalent on the premises. Additionally, the Third Amendment also allows MDAD to take back the MDAD and WASD Parcels in the event that the WASD Work has not been completed within two years or in the event that the contemplated assignment and payment of assignment fee is not completed within three years. It is estimated that approximately $22.89 million in land rent revenues will be paid to the County�s airport system from the effective date of the Third Amendment to the end of the lease term.

For each of the first three years after the Third Amendment�s effective date, in years 2026, 2027, and 2028, Foundry VI shall make a community benefit contribution of no less than $50,000.00 per year to the City of Miami Gardens (the �City�) to support community programs, subject to any approvals required by the City to accept or use such contributions. The contribution for 2026 shall be made no later than thirty (30) days after the effective date; the contribution for 2027 shall be made no later than January 31, 2027; and the contribution for 2028 shall be made no later than January 31, 2028. If any approvals required by the City to accept such contributions have not been issued by any of the foregoing deadlines, the contributions shall be due as soon thereafter as the City has issued any such required approvals.

Recommendation
It is recommended that the Board of County Commissioners (Board) approve the attached amendment entitled: �The Third Amendment to Phase VI Lease� between the County and Foundry VI at OPF, authorizing the construction of aviation-use facilities on a 307,087 SF leasehold with a total lease term that ends 55 years from the end of the development period.

Scope
OPF is in District 1 represented by Commissioner Oliver G. Gilbert, III. However, the impact of the Third Amendment is countywide as OPF is a regional asset.

Delegation of Authority
The County Mayor or County Mayor�s designee has the authority to execute the Third Amendment. Furthermore, the County Mayor or County Mayor�s designee has the option to (i) terminate the Phase VI Lease for any breach, (ii) approve any assignment or subletting of the leasehold premises, or (iii) take back the parcels being added to the premises in the event that the WASD Work has not been completed within two years or in the event that the contemplated assignment and payment of assignment fee is not completed within three years.

Fiscal Impact/Funding Source
There is a positive fiscal impact to the County. Based on aviation use land rent rates effective October 1, 2025, which equal $0.50 per SF, it is estimated that Foundry VI shall pay the County, beginning on the effective date of the Third Amendment, $12,795.75 per month in land rent on the entire leasehold comprised of 307,087 SF including the three new County-owned parcels, making for a total of approximately $153,549.00 per year. MDAD projects that approximately $22.89 million will be paid to the County over the total lease term.

The rental rates for land will be evaluated and, if appropriate, increased on an annual basis (with no cap) by an independent appraiser under contract with MDAD and as approved by the Board as part of MDAD�s Annual Rates and Charges as published. Rental rates are established by the Board as a part of the annual budget process and are subject to change each year following appraisals by the County�s appraiser.

Because the County is adding three County-owned parcels to the Phase VI Premises, Foundry VI shall pay a one-time assignment fee. The one-time assignment fee consists of 35 percent of the net sales price paid by the assignee of the Phase VI Lease after deducting all costs of the sale incurred by Foundry VI, within 30 days of the transfer of the land once the assignment is finalized. With respect to the transfer fee, it is estimated that MDAD will be paid a total of $115,785.12.

Unlike land rent which Foundry VI begins to pay the date the Third Amendment becomes effective, in accordance with the terms of original development lease agreement from August 2008, Foundry VI is not required to pay rent on the improvements constructed or caused to be constructed during the first 35 years following completion of the improvements. This provision is intended to provide Foundry VI with a reasonable amortization period. However, commencing at the end of the 35th year after reaching substantial completion for each improved parcel, Foundry VI will be required to pay an improvement rent equal to 2.55 percent of gross revenues, which is defined as all moneys paid under the Third Amendment for rents and other charges including all fees.

Track Record/Monitor
MDAD�s Division Director for Real Estate Management, Mich�le Raymond, will monitor the implementation of the Third Amendment.

Background
On July 17, 2008, the Board adopted Resolution No. R-836-08 approving a development lease agreement (DLA) with the Carrie Meek Foundation (CMF) for the development of commercial and aviation facilities over a nine-year period with a 55-year post-development lease term on two separate parcels of land at OPF that together comprise approximately 121 acres of land.

On April 6, 2010, the Board adopted Resolution No. R-336-10 approving the first amendment to the DLA extending the development schedule of the facilities by 30 months because of the economic recession that began nationwide in 2008. On July 19, 2016, the Board adopted Resolution No. R-738-16, approving the second amendment to the DLA, further extending the development period by eight and one-half (8�) years to April 27, 2025 and authorizing the CMF to assign its responsibilities and obligations under the DLA to a wholly owned for-profit subsidiary of the CMF, Community First, Inc., who then re-assigned its interests to CCRE Meek, LLC (CCRE) to finance, construct and operate the improvements. Equally important, the second amendment to the DLA, authorized the County Mayor or County Mayor�s designee to approve all future assignment of interests under the DLA. Pursuant to that authorization, CCRE divided the development of the +/- 121-acre site into five project phases (by lease) by four of its wholly owned subsidiaries. Phase I of the project was assigned to Foundry Meek 1, LLC; Phases II and III were assigned to Foundry Meek II, LLC; Phase IV was assigned to Foundry (which divided Phase IV into two phases, Phase IV and Phase VI); and Phase V was assigned to the Foundry Meek Industrial Park Association, Inc. Collectively, these leases are referred to as the �Phase Leases� and the wholly owned subsidiaries, or the Lessees, are referred to as the �CCRE Meek Assignees�.
The Board amended the Phase Leases, revising the original Phase IV Lease assigned to Foundry on June 6, 2017, via Resolution No. R-566-17. The amendment, among other things, states that rent payments are based on the effective date of the second amendment to the DLA, which is October 28, 2016, and not on the commencement date of the DLA, which is August 4, 2008. Foundry then assigned a portion of its right, title, and interest in the original Phase IV Lease to Foundry VI creating a separate leasehold estate known as the Phase VI Premises.
In summary, the Third Amendment adds three new parcels of County-owned land to the Phase VI Premises to accommodate the development of a minimum of 18,000 SF of aircraft hangar space, a 65-foot-wide taxiway, and 16 parking spaces. Furthermore, it provides for the assignment of the Phase VI Premises to Fontainebleau Aviation Development within three years of the effective date of the Third Amendment. Construction of these aviation-use facilities is conditioned upon the completion by Foundry VI, at its sole cost, of the WASD Work, including: (i) construction of a non-exclusive easement to access the pump station by WASD and its contractors, and (ii) relocation of portions of the existing fence line surrounding a sewage pump station operated by WASD as well as the roadway that services WASD and the construction of a new access entrance to WASD�s pump station.

Foundry VI estimates that this project will create 30 temporary construction jobs and eight supervisory/office staff roles with an overall payroll of roughly $2 million per year or an average of $28.00 per hour, in addition to five to eight permanent jobs with an average annual salary of $50,000.00 to manage, maintain and operate the aviation-use facilities.

It is in the best interest of the County to approve the Third Amendment as it is expected to generate annual revenues to the County�s airport system in the amount of $153,549.00, making for a total of approximately $22.89 million from the effective date of the Third Amendment . Equally important, the Third Amendment will provide for the economic empowerment of neighboring communities in
District 1 and throughout the County by engaging in job creation and job training.

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Jimmy Morales
Chief Operating Officer