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RESOLUTION APPROVING, PURSUANT TO SECTION 125.35(1)(B)(1), FLORIDA STATUTES, DEVELOPMENT LEASE AGREEMENT (�AGREEMENT�) BETWEEN THE COUNTY, AS LANDLORD, AND MQ TMB HOLDINGS, LLC. (�MQ TMB�) AS TENANT AND DEVELOPER, FOR A 310,026 SQUARE FOOT PARCEL OF LAND AT MIAMI EXECUTIVE AIRPORT (�TMB�) FOR A TERM OF 25 YEARS WITH ONE FIVE-YEAR RENEWAL OPTION, FOR THE DEVELOPMENT OF AVIATION HANGAR FACILITIES, TAXI LANE AND ANCILLARY INFRASTRUCTURE, WITH A MINIMUM INVESTMENT OF $7,000,000.00 AND AN ESTIMATED $6,372,695.00 IN PROJECTED REVENUE DUE TO THE COUNTY OVER THE INITIAL TERM SUBJECT TO SATISFACTION OF CONDITIONS PRECEDENT; DIRECTING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO SEEK APPROVAL FROM THE TRAFFIC AND CONSULTING ENGINEERS AND FROM THE FEDERAL AVIATION ADMINISTRATION OF THE AGREEMENT; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE THE 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 LEASE TO THE PROPERTY APPRAISER�S OFFICE WITHIN 30 DAYS OF LEASE EXECUTION

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying County Mayor�s memorandum, a copy of 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. Subject to the satisfaction of the conditions precedent set forth in section 2 of this resolution, this Board approves the foregoing recital as if fully set forth herein and, pursuant to section 125.35(1)(b)(1), Florida Statutes, a development lease agreement between the County, as landlord, and MQ TMB Holdings LLC. (�MQ TMB�) as tenant and developer, for a 310,026 square foot parcel of land located at Miami Executive Airport (�TMB�), for a term of 25 years with one five-year renewal option, in substantially the form attached (the �Lease�), for the development of fixed-based operator (FBO) aviation hangar facility and ancillary infrastructure, with a minimum investment of $7,000,000.00 and an estimated $6,372,695.00 in rent and other revenue due to the County over the of the initial term of the Lease.

Section 2. This Board directs the County Mayor or County Mayor�s designee to expeditiously seek the approval of: (a) the Miami-Dade Aviation Department�s (�MDAD�) traffic engineers and the consulting engineers for the improvements to be constructed by MQ TMB as required by section 707 of the Amended and Restated Trust Agreement for the Aviation Revenue Bonds; and (b) the Federal Aviation Administration, which approvals are referred to herein as the �conditions precedent.� The satisfaction of the conditions precedent for subsection 2(a) shall be evidenced by a written certification from the MDAD�s traffic engineers and consulting engineers. Subject to the satisfaction of the conditions precedent, this Board authorizes the County Mayor or County Mayor�s Designee to execute the Lease for and on behalf of Miami-Dade County, to take all actions necessary to effectuate the Lease, and to exercise all rights conferred in the Lease, including the termination rights.

Section 3. This Board directs the County Mayor or County Mayor�s Designee to provide an executed copy of the Lease to the Property Appraiser�s Office in accordance with Resolution No. R-791-14.

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Date:

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

From: Daniella Levine Cava
Mayor

Subject: Resolution Approving a Development Lease Agreement
with MQ TMB Holdings, LLC at Miami Executive Airport

STAFF RECOMMENDATION
Executive Summary
To further advance the planned upgrades across Miami International Airport (MIA) and the General Aviation Airports (GAA), Miami Dade County (County) has expanded its Modernization in Action (M.I.A.) Program from�$9�billion to $12�billion. This enhanced investment supports a broader scope of improvements including upgrades to terminals, concourses, airfield infrastructure, parking facilities, and passenger amenities. As part of this initiative, and in alignment with the goals of MIA�s Forward Flight Team, the Miami-Dade Aviation Department (MDAD) is proactively negotiating development lease agreements to support the expansion of aviation services and amenities at MIA and the GAAs, ensuring enhanced passenger experiences and greater operational efficiency.

This item recommends that the County enter into a Development Lease Agreement (DLA) with MQ TMB Holdings, LLC (MQ TMB) for the design, construction, financing, and maintenance of a fixed base operator (FBO) terminal and associated facilities at Miami Executive Airport (TMB). Under the proposed terms, MQ TMB would lease and develop 310,026 square feet (SF) of airport property for a 25 year initial term, with one optional five year extension. The development site is located north of the entrance road at SW 128 Street and east of SW 138 Avenue.

As part of the DLA, MQ TMB (a first-time leaseholder at TMB) is required to invest a minimum of $7,000,000.00 to design and construct a two phased development that will be used by MQ TMB for aeronautical purposes, including a full service FBO terminal, three (3) aircraft hangars, fuel facilities, concession areas, parking and storage, maintenance and repair, office space, a flight training school and all associated pavement and infrastructure necessary for the operation of the leasehold. The County will have ownership of all improvements upon completion of the project. MDAD estimates the County will receive a minimum of $4,307,695.00 in land rent revenues over the initial 25 year lease term, in addition to $2,065,000.00 in improvement rent, for a total of $6,372,695.00. The proposed improvements will help meet the expanding demand for high-quality general aviation facilities at TMB and facilitate the airport�s future growth.

In MQ TMB�s estimation, this DLA benefits the County by creating over 60 temporary construction jobs and more than 30 permanent jobs upon full staffing, with salaries ranging from $20.00 to $60.00 per hour, averaging approximately $70,000.00 annually to manage and operate the FBO terminal, aircraft hangars, and related facilities.

Recommendation
It is recommended that the Board of County Commissioners (Board) approve the attached DLA entitled: �Development Lease Agreement Between Miami-Dade County, Florida, as Lessor, and MQ TMB Holdings, LLC, as Lessee, at Miami Executive Airport� between MQ TMB and the County for a period of 25 years with a one (1) five-year renewal option.

Because this DLA involves the lease of County-owned land, compliance with Implementing Order No. 8-4 (I.O. 8-4), which governs the sale, lease, and conveyance of County-owned property, is required. As such, all required due diligence under I.O. 8-4 was completed by the Administration and documented by MDAD in �Attachment A� as attached to this memorandum. As part of this due diligence process, the Administration has satisfied the following requirements:

� Pursuant to Resolution No. 380-17, written notification was provided to the district commissioner for the property.
� Compliance with Section 2-10.4.2 of the County Code, requiring the value of the land to be leased, was confirmed in accordance with the Board-approved annual adjustment of MDAD�s Rates and Charges. The land was valued at $2,000,000.00.
� Required documentation has been submitted to the Office of the Commission Auditor to conduct its review of MQ TMB and the DLA.

Implementation of this DLA is contingent upon the occurrence of the following conditions: 1) MDAD�s receipt of the 707 Certificates from both the Traffic Engineers and the Consulting Engineers, determining that the improvements to be constructed meet the requirements of the Trust Agreement, and the filing thereof with the Clerk of the Board, and 2) review and approval from the Federal Aviation Administration (FAA). In the event that the FAA were to determine that the provisions of this DLA are inconsistent with federal requirements, MDAD, at its sole discretion, can either declare the DLA null and void or adjust the terms of the lease to meet such requirements, where MQ TMB shall respond no later than sixty (60) days from the date changes are provided by MDAD. Failure to address FAA regulatory concerns could impact MDAD�s ability to receive federal and state grant funding for airport projects.

The DLA�s Development Phases and Milestones
The DLA contains a 180-day �Due Diligence Period� (DDP) that begins on the commencement date of the DLA. During this time, MQ TMB has the right to conduct surveys, environmental, drainage, and other analyses to determine the suitability of the proposed development site for its intended purpose. If MQ TMB determines that the site is not adequate, it may terminate this DLA by providing written notice to the County anytime during the DDP. Additionally, this time period may end prior to its set expiration date if MQ TMB determines that the conditions of the development site are satisfactory. MQ TMB will conduct its due diligence while using the existing premises and will pay full land rent during the DDP as detailed under the Fiscal Impact section of this memorandum.

The development site will be designed and constructed in two (2) separate phases with an investment amount of $3,500,000.00 for each phase. The development schedule for each phase is summarized below.

1. The First Phase � the scope of work includes but is not limited to one (1) 30,000 SF aircraft storage hangar and a 15,000 SF aircraft storage hangar with associated office space, ramp and vehicle parking for all customers and employees of the leasehold, any necessary surveys, airside development such as Airside Operations Area (AOA) perimeter fencing, lighting and burying electrical lines, tree relocation, and security measures, safety and navigation aids and signage, and infrastructure, utilities and roadway improvements. Development milestone for this phase include:
a. Submit 100 percent of the development plans and specifications to MDAD for review no later than 9 months from the execution date of the DLA.
b. Submit MDAD-approved development plans to other governmental agencies (FAA, Zoning, etc.) for approval no later than 12 months from the execution date of the DLA.
c. Submit final approved plans for Permitting no later than 18 months from the execution date of the DLA.
d. Complete construction/achieve �Beneficial Occupancy� of Phase 1 within 36 months of the execution date of the DLA.

2. The Second Phase - the scope of work includes, but is not limited to, the construction of one (1) 30,000 SF hangar/building for an aviation school, maintenance, and training purposes, as well as one (1) FBO terminal to service the aircraft hangars. This also encompasses associated aircraft and vehicle pavement and office facilities, any necessary surveys, infrastructure, roadways, utilities, perimeter fencing, security measures, safety, and navigational aids.
a. Submit 100 percent of the development plans and specifications to MDAD for review and approval no later than 24 months from the execution date of the DLA.
b. Submit MDAD-approved development plans to other governmental agencies (FAA, Zoning, etc.) for approval no later than 30 months from the execution date of the DLA.
c. Submit final approved plans for permitting no later than 36 months from the execution date of the DLA.
d. Complete construction/achieve beneficial occupancy within 60 months from the execution date of the DLA.

Beneficial Occupancy is defined as the earliest of (i) the date on which substantial completion of the work associated with any improvements constructed and a Certificate of Occupancy (CO) or a Temporary Certificate of Occupancy (TCO) has been issued, or (ii) the date on which MQ TMB commences the use of any improvement for its intended use (with or without a TCO or CO), or (iii) the date on which substantial completion of the improvement would have occurred and on which the appropriate code enforcement agency would have issued a CO or Temporary CO but for the occurrence of delays caused by MQ TMB, all as determined in the sole reasonable discretion of the County.

Scope
TMB is in District 11, which is represented by Commissioner Roberto J. Gonzalez; however, the impact of this DLA is countywide as TMB is a regional asset.

Delegation of Authority
The County Mayor or County Mayor�s designee has the authority to execute the DLA and the authority to (i) terminate the DLA if MQ TMB breaches any of the terms, covenants, and conditions, (ii) approve any assignment or subletting of the premises, or (iii) reduce acreage or the leasehold term for MQ TMB�s failure to timely or completely construct the required improvements.

Fiscal Impact/Funding Source
There is a positive fiscal impact to the County as MQ TMB will pay the County rent at the established Fiscal Year 2026 rental rates, subject to annual adjustments. The Aviation Department estimates the County will receive a minimum of $4,307,695.00 in land rent revenues, as detailed below, over the initial 25 year term, plus an additional $2,065,000.00 in improvement rent, for a total projected revenue of $6,372,695.00.

A. Land Rent
MQ TMB will pay the County $0.37 per square foot for 310,026 SF of land, totaling $9,559.14 per month ($114,709.62 annually), The rental rates for land will be evaluated and, if appropriate, adjusted on an annual basis 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.

B. Amortization of Investment
For MQ TMB to amortize its investment, MQ TMB will not pay building or pavement rent on any improvements constructed during the initial 25-year term. After the end of the initial term, MQ TMB will proceed to pay the County building and pavement rent at rental rates then in effect as established by the Board.

C. Improvement Rent
In addition to the monthly rent payments, MQ TMB shall pay an Improvement Rent on an increasing scale. Beginning with the start of the 6th year of the DLA and extending to the end of the 11th year, MQ TMB shall pay (i) one percent (1%) of the value of the minimum development investment amount of $7,000,000.00 or $70,000.00 per year; (ii) beginning on the 12th year of the DLA and extending to the end of the 20th year, MQ TMB shall pay one point five percent (1.5%) of the value of the minimum development investment amount of $7,000,000.00 or $105,000.00 per year, (iii) beginning on the 21th year of the DLA and extending to the end of the 25th year, MQ TMB shall pay two percent (2%) of the value of the minimum development investment amount of $7,000,000.00, or $140,000.00 per year. It is estimated that the County will receive $2,065,000.00 in improvement rent over the 25-year initial term.

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

Background
MQ TMB is seeking Board approval of the attached 25-year DLA with one five-year renewal option to construct aviation-use facilities on 310,026 SF of land at TMB. Although MQ TMB is a first-time leaseholder at TMB, MQ TMB�s is managed by two experienced professionals with complementary expertise in aviation and real estate development, positioning the company to execute a significant project at TMB. Ronald B. Sammy, founder and president of Quality Corporate Aircraft Services, brings over 35 years of aviation maintenance and operational leadership, ensuring adherence to safety and service standards. Miguel Mouriz, Manager of MQ TMB Holdings, combines aviation operational experience as founder of a Part 135 charter operation with over 20 years of real estate development expertise. Their combined leadership provides both technical and strategic oversight to advance TMB�s infrastructure, support its aviation community, and deliver sustainable value.
With a minimum investment of $7,000,000.00, MQ TMB will design and construct an FBO terminal, two (2) 30,000 square foot aircraft hangars and one (1) 15,000-square-foot-aircraft hangar to support its FBO operations. The project will include aircraft and vehicle pavement, dedicated office space, and all necessary supporting infrastructure. This expansion will significantly increase TMB�s maintenance and repair capacity, providing a clear benefit to the County.

As part of this DLA, MQ TMB will provide a �Community Benefit� designated through private agreements between MQ TMB Holdings and the George T. Baker Aviation Technical College, excluding government contracts, throughout the DLA�s term. Annually, MQ TMB will donate $0.01 per gallon of fuel sold for the first five (5) years of the DLA. At the beginning of Year six (6), the donation will increase to $0.015 per gallon of aviation fuel sold for five (5) years. Beginning in Year eleven (11), the donation will further increase to $0.02 per gallon of aviation fuel sold and will continue for the term of the DLA.

Because TMB is a noise-sensitive airport due to its location, MQ TMB agrees to work with the FAA, the County, and MDAD�s Noise Abatement Advisory Board (NAAB) to minimize any potential adverse impacts to surrounding communities, including noise impacts and to address complaints raised by NAAB members or members of the surrounding communities.

The attached new DLA reflects the negotiated terms and conditions between MQ TMB and the County, and includes among other things, all small business enterprise provisions applicable to architects and engineers in Section 2-10.4.01 of the Code of Miami-Dade County (Code); small business enterprise provisions applicable to construction activities under Section 10-33.02 of the Code; Art in Public Places under Section 2-11.15 of the Code; the "Little Davis-Bacon Ordinance" under Section 2-11.16 of the Code, Responsible Wages Ordinance under Section 2-11.16 of the Code; Residents First Training and Employment Program under Section 2-11.7; Employ Miami-Dade under Administrative Order (AO) 3-6; Responsible Wages and Benefits for County Construction Contracts - Implementing Order No. 3-24; Guidelines and Procedures for the Sale, Lease, and Conveyance of County Real Property - Implementing Order 8-4, and any other program of the County applicable to MQ TMB�s activities, including the Department�s Tenant Airport Construction Program in effect, as such procedures, programs, ordinances, or code provisions may be amended from time to time.

Throughout the 25-year lease period, MQ TMB will pay the applicable fair market rental rates for land, as established by the Board, as well as improvement rent. The proposed scope of work will generate a minimum of $6,372,695.00 in revenue to the County; as such, it is in the County's best interest to proceed with the attached DLA, subject to final FAA approval.

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Jimmy Morales
Chief Operating Officer