TITLE
RESOLUTION APPROVING AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE THE FOURTH AMENDMENT TO THE ASSIGNMENT AND AMENDED AND RESTATED LEASE AND DEVELOPMENT AGREEMENT PURSUANT TO SECTIONS 125.379 AND 125.045, FLORIDA STATUTES, BETWEEN MIAMI-DADE COUNTY AS LANDLORD AND LANDMARK QOZB CONSTRUCTION, LLC, AS TENANT FOR THE LEASE OF APPROXIMATELY 92.95 ACRES OF THE COUNTY PROPERTY LOCATED AT 20000 NW 47 AVENUE, MIAMI, FLORIDA, FOLIO NUMBER: 30-1131-001-0030 FOR THE ECONOMIC DEVELOPMENT OF A MIXED-USE PROJECT AND AFFORDABLE HOUSING; INCREASING THE SECOND RENEWAL OPTION FROM 30 YEARS TO 37 YEARS; MODIFYING THE RENT SCHEDULE, CONSISTING OF AN INITIAL ANNUAL BASE RENT OF $218,136.00, ALONG WITH THE ADDITION OF PERCENTAGE RENT; MODIFYING THE MIXED-USE DEVELOPMENT PROJECT, INCLUDING REDUCING THE AFFORDABLE HOUSING COMPONENT TO NO LESS THAN 190 UNITS, REDUCING RETAIL SPACE TO A MINIMUM OF 24,000 SQUARE FEET, REDUCING THE WAREHOUSE SPACE TO A MINIMUM OF 1,377,000 SQUARE FEET, AND REQUIRING CONSTRUCTION OF FACILITIES TO BE OWNED AND OPERATED BY THE COUNTY, CONSISTING OF NO LESS THAN 9.16 ACRES OF RECREATION AND SPORTS FACILITIES, INCLUDING ATHLETIC FIELDS, AN INDOOR COMMUNITY CENTER CONSISTING OF AT LEAST 36,550 SQUARE FEET, AND NO LESS THAN A 14.72 ACRE LINEAR PARK, ALONG WITH OTHER MODIFICATIONS; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO ENTER INTO ACCESS AND MAINTENANCE EASEMENTS FOR STORMWATER CULVERTS AND APPROVE AND EXECUTE NON-EXCLUSIVE UTILITY EASEMENTS TO PROVIDE UTILITY SERVICES ON THE PROJECT; WAIVING SECTION 2-10.4.2 OF THE COUNTY CODE AND CERTAIN PROVISIONS OF IMPLEMENTING ORDER 8-4; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXERCISE ALL PROVISIONS CONTAINED IN SUCH FOURTH AMENDMENT, MEMORIALIZE ALL CHANGES IN A CUMULATIVE AMENDED AND RESTATED AGREEMENT AND FINALIZE AND EXECUTE SAME; AND TAKE ALL ACTIONS NECESSARY TO EFFECTUATE SAME

BODY
WHEREAS, on November 6, 2024, this Board passed Resolution No. R-974-24, approving the Assignment and Amended and Restated Lease and Development Agreement (the �Amended Lease�) with Landmark QOZB Construction, LLC, a Florida limited liability company (�Landmark� or �Tenant�), having an effective date of April 18, 2025, for certain portions of the property located at 20000 NW 47 Avenue, Miami, Florida 33055, identified by Folio Number: 30-1131-001-0030 (the �Property�), pursuant to Sections 125.045 and 125.379, Florida Statutes, to spur economic development and attract new businesses and jobs to North Dade and to the County and for the creation of much-needed affordable housing for residents; and

WHEREAS, the County and Landmark desire to amend the terms of the Amended Lease in the manner set forth in the Fourth Amendment to Assignment and Amended and Restated Lease and Development Agreement attached hereto as Exhibit �A� (the �Fourth Amendment�); and

WHEREAS, the Fourth Amendment, as further set forth therein, provides for a modified proposed mixed-use development project (the �Project�), with: (i) the addition of acreage to the leased property, including the approximately 2.89-acre portion of the 7.96-acre area on the Property which was previously described as the government parcel, as well as the approximately 11.57-acre parcel wetland retention parcel situated on the northwestern most corner of the property (collectively, the �Additional Acreage�); (ii) reduction of the affordable housing to no less than 190 units; (iii) reduction of the warehousing component to a minimum of 1,377,000 square feet of warehouse space; (iv) reduction of the retail component to no less than 24,000 square feet of retail space; (v) a requirement for Tenant to design, permit, construct, and deliver to the County, at Tenant�s sole cost and expense, no less than 9.16 acres of recreation and sports facilities, including athletic fields, an indoor community center consisting of at least 36,550 square feet, and a minimum of 14.72 acres of a linear park; (vi) reduction of Tenant�s minimum development investment to $310,000,000.00; (vii) the possible addition of acreage from the parcel where His House, Inc. (�His House�) is located on the Property into the leased property upon execution of a sublease between Tenant and His House, subject to County approval, with Tenant to contribute $4,000,000.00 towards the construction of new facilities for His House on the Property as generally contemplated in the Amended Lease; (viii) reduction of Tenant�s job creation obligation, requiring Tenant to create and maintain 100 new full-time or full-time equivalent jobs; and (ix) Tenant�s commitment to other community benefits; and

WHEREAS, the County seeks to promote economic development to invigorate Miami-Dade County and the area and the community surrounding the Property, and to attract tourism, industries, and companies to the County; and

WHEREAS, the County seeks to develop affordable housing in the area to satisfy the great need in our community for affordable housing; and

WHEREAS, accordingly, pursuant to sections 125.045 and 125.379, Florida Statutes, the County desires to amend the Amended Lease as set forth in the Fourth Amendment for the development and operation of the Project, which the County finds will spur economic development and attract new businesses and jobs to North Dade and to the County and will result in the creation of much-needed affordable housing for residents; and

WHEREAS, with respect to the Additional Acreage, this Board desires to waive certain provisions of Implementing Order 8-4 as it relates to administrative review and determinations by the County Mayor, the County�s People and Internal Operations Department, the Regulatory and Economic Resources Department, and the Commissioner Auditor; and

WHEREAS, as required by Resolution No. R-317-25, the 2026 income limit chart published by the Florida Housing Finance Corporation is attached hereto as Exhibit �B� and incorporated herein by this reference; and

WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying County Mayor 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:

Section 1. This Board incorporates and approves the foregoing recitals as if fully set forth herein.

Section 2. This Board approves, in accordance with Sections 125.379 and 125.045, Florida Statutes, and authorizes the County Mayor or County Mayor�s designee to execute, the Fourth Amendment in substantially the form attached hereto and incorporated herein as Exhibit �A�, which Fourth Amendment shall be memorialized in a cumulative amended and restated agreement that incorporates all changes to the Amended Lease, including any and all of the amendments that followed thereafter, as further set forth in the Fourth Amendment (the �New Amended and Restated Lease�).

Section 3. This Board authorizes the County Mayor or County Mayor�s designee to exercise all provisions in the Fourth Amendment and in the New Amended and Restated Lease that are not reserved by the Board, and further authorizes and delegates the authority to the County Mayor or County Mayor�s designee to: (a) to negotiate, finalize and execute with the Tenant the New Amended and Restated Lease, and to include appropriate adjustments and revisions to the lease terms, exhibits, attachments, and schedules, provided that said terms and conditions are no less favorable to the County, consistent with those terms contained in the Amended Lease as amended by the Fourth Amendment attached to this Resolution or as otherwise set forth herein, as determined in the discretion of the County Mayor or County Mayor�s designee; (b) amend the Fourth Amendment and the New Amended and Restated Lease to correct any typographical or non-material errors, to address revisions or supplements hereto of a non-material nature or to carry out the purposes of the Fourth Amendment and the New Amended and Restated Lease; (c) finalize and execute a Rental Regulatory Agreement as set forth in section 4 herein; (d) execute or consent to, at the County Mayor or County Mayor�s designee�s discretion, subleases involving the Tenant and any other entity in furtherance of the Project, including, without limitation, a sublease with His House, Inc. (�His House�), along with any amendments, extensions, and modifications thereto; (e) establish the rent for the His House parcel, including any temporary adjustments, which rent shall be the amount charged by Tenant to His House under the County-approved sublease; (f) execute recognition and non-disturbance agreements and issue estoppel letters and/or statements upon review by the County Attorney�s Office for legal sufficiency; (g) execute on behalf of the County, in its capacity of the landlord under the Fourth Amendment, any applications or other documents reasonably requested in connection with His House�s financing for its new facilities on the Project, including documents acknowledging that His House may grant a mortgage on its own sub-leasehold interest, as well as other approvals reasonably required to accomplish the construction of the new His House facility on the subject property, provided that no such documents impose any financial obligations on the County or materially modify the County�s rights under the Fourth Amendment or the New Amended and Restated Lease, as applicable; (h) enter into and execute any bifurcation agreements and documents related thereto; and (i) consent to actions, events, and undertakings by the Tenant or extensions of time periods for which consent is required by the County, including, but not limited to, extensions of time for the performance of any obligation by the Tenant under the Fourth Amendment and the New Amended and Restated Lease, and execute any documents required in connection with the same, all in accordance with the terms of the New Amended and Restated Lease.

Section 4. This Board authorizes the County Mayor or County Mayor�s designee to execute on behalf of the County a Rental Regulatory Agreement following approval by the County Attorney�s Office, in generally the form attached to the Fourth Amendment and incorporated herein by reference. The County Mayor or County Mayor�s designee is authorized to further negotiate the terms of the Rental Regulatory Agreement in a manner consistent with this resolution, including, but not limited to, negotiating rents for each of the units constructed on the Property; provided however, such rents shall be affordable as defined in section 420.0004, Florida Statutes, and based upon no more than 120 percent of area median income, as determined for Miami-Dade County by the United States Department of Housing and Urban Development or the Florida Housing Finance Corporation. The County Mayor or County Mayor�s designee is further authorized to enforce the provisions of the Rental Regulatory Agreement and to exercise all rights set forth therein, and to record same in the Public Records of Miami-Dade County.

Section 5. This Board finds that the Fourth Amendment will promote economic growth, attract new business enterprises, and create new jobs, and hereby approves the Fourth Amendment for the development of a mixed-use development project, including affordable housing, retail space, an indoor community center, outdoor recreational facilities, and warehouses.

Section 6. With respect to the Additional Acreage, this Board waives, for the reasons set forth in the County Mayor�s Memorandum, (i) certain applicable provisions of Implementing Order 8-4 as it relates to the administrative review and procedures by the County Mayor, the County�s People and Internal Operations Department, the Regulatory and Economic Resources Department, and review and comment by the Commission Auditor; and (ii) the provisions of section 2-10.4.2 of the County Code requiring two MAI appraisals, to the extent the estimated fair market value of the two parcels within the Additional Acreage is over $5,000,000.00.

HEADER
Date:

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

From: Daniella Levine Cava
Mayor

Subject: Recommendation for Approval of the Fourth Amendment
to Assignment and Amended and Restated Lease and
Development Agreement, between the County and
Landmark QOZB Construction LLC

STAFF RECOMMENDATION
Executive Summary
This item is for the approval of the Fourth Amendment to Assignment and Amended and Restated Lease and Development Agreement (the �Fourth Amendment�) between Miami-Dade County (�County�) as landlord and Landmark QOZB Construction, LLC as tenant (�Tenant�), for the lease of approximately 92.95 acres of the County�s property (commonly known as the Community of Landmark) located at 20000 NW 47 Avenue, Miami, Florida (Folio Number: 30-1131-001-0030) (the �Demised Premises�). The original agreement for this project was between the County and 13 Pista, LLC (�13 Pista�) and was approved by the Board pursuant to Resolution No. R-237-18 on March 6, 2018, with an effective date of August 1, 2018 (nonprofit �Original Lease�). As described further herein, the Original Lease was amended and assigned to a new entity, the Tenant. The Assignment and Amended and Restated Lease and Development Agreement (the �Amended Lease�), having an effective date of April 18, 2025, was approved by the Board on November 6, 2024, pursuant to Resolution No. R-974-24.

The Demised Premises under the Fourth Amendment was increased to 92.95 acres from the 73.78 acres previously leased under the Amended Lease and includes: (i) approximately 2.89 acres of an approximately 7.96-acre portion known as the Government Parcel that was previously excluded from the leasehold under the Amended Lease; (ii) an 11.57-acre portion of the parcel situated on the northwestern most corner of the property was added to the Demised Premises under the Fourth Amendment, which land was previously set-aside for stormwater drainage (the �Wetland Retention Parcel�); and (iii) an 80-foot-wide canal property along NW 47 Avenue (the �Palm Canal�), but solely for limited non-vertical uses (such as parking) and subject to all County canal-system restrictions, Class III permitting requirements, and the County�s unrestricted right to access, maintain, and operate the Palm Canal (collectively, the �Additional Acreage�). The Fourth Amendment provides that the Demised Premises may be increased to include additional acreage from the parcel where His House, Inc. (�His House�) and the Center for Family and Child Enrichment, Inc. (�CFCE�) and together with His House, the �Nonprofits�) are currently located on the Property (the �Nonprofit Parcel�), subject to execution of a sublease between Tenant and His House.

The Fourth Amendment modifies the proposed development project in the Amended Lease to include the following:

� No less than 9.16 acres of recreation and sports facilities, including athletic fields (for sports such as soccer, tennis, pickleball, basketball and softball), an indoor community center, consisting of at least 36,550 square feet to be owned and operated by the County; and a minimum of 14.72 acres of a linear public park, to include a paved pedestrian walking and jogging path with landscaping, lighting, park furniture and related amenities to be maintained by the tenant for the entire term of the lease agreement (collectively, the �Recreational Facilities�),; and
� A minimum of 190 units of affordable housing (for households up to 120% of the area median income) to be maintained and operated by the tenant, strictly for affordable housing, for the entire term of the lease agreement; and
� A minimum of 1,377,000 square feet of enclosed warehouse space (which warehouse space shall be used for commercial purposes); and
� A retail center consisting of approximately 24,000 square feet; and
� Maintenance of the lawn across the entire property, including where the recreational facility is located for the entire term of the lease agreement; and
� A minimum development investment of $310 million to be invested in the Demised Premises no later than November 1, 2035; and
� The addition of acreage from the Nonprofit Parcel into the Demised Premises upon execution of a sublease between His House and Tenant, subject to County approval, with Tenant to contribute $4 million for the construction of a new facility for His House as generally contemplated in the Amended Lease . The sublease between Tenant and His House shall allow His House to grant a mortgage on its own sub-leasehold interest, subject to County approval; and
� Tenant�s financial contribution of $1.4 million for the off-site relocation of the CFCE, as generally contemplated in the Amended Lease; and
� The performance of various community benefits by Tenant, as further described in this memorandum.
� A modification of the rent schedule, which now includes participation rent in addition to base rent and is projected to total $668,492,732 inclusive of projections on participation rent, calculated by taking into account various factors including the financial contributions of the Tenant towards the nonprofits and the County-owned facilities.
� A requirement to create 100 new full-time and full-time equivalent jobs with the application of liquidated damages in the event there is a failure to maintain job requirements, assessed on a yearly basis during the job maintenance period.

The Fourth Amendment also adds provisions intended to facilitate Tenant�s financing for the project and incorporates a new mechanism for the County to share in Tenant�s profits upon certain transfers of the lease. In addition, the Tenant will have two renewal options: one for 30 years and the second for 37 years, representing an increase from the two 30-year extensions included in the Amended Lease. The additional seven years is intended to allow the Tenant to have the benefit of the approximate 7-year period that has elapsed from the date of the Original Lease.

In addition, there are several community benefits that the Tenant is required to perform, including: (i) establishing a joint educational program with the Miami-Dade County School Board; (ii) partnering with Florida Memorial University to establish a fund for a scholarship and an endowment, with an initial contribution of $40,000, and then upon completion of Phase I, an annual contribution of at least $40,000; and (iii) establish a job training program, with preference for residents in certain zip codes, and the Tenant will endeavor to employ graduates of the training program.

Recommendation
It is recommended that the Board of County Commissioners (the �Board�) approve the terms and authorize the execution of the Fourth Amendment between the County and the Tenant for the development of a mixed-use project on the subject property, approving and authorizing all of the following:

1. Waiver of the requirements of Section 2-10.4.2 of the Miami-Dade County Code requiring two MAI appraisals for the Additional Acreage, to the extent that the estimated value of each of the two parcels exceeds $5 million. Waiver of these provisions is in the best interest of the County. Due to the complexities in negotiating this transaction, these parcels were not appraised. The Property Appraiser�s 2025 market value for the entire folio, comprised of 165.55 acres, is $15,992,936; and

2. With respect to the Additional Acreage, waiver of certain provisions of Implementing Order 8-4 as it relates to the administrative review and procedures by the County Mayor, the County�s People and Internal Operations Department, and the Regulatory and Economic Resources Department, as well as review and comment by the Commission Auditor; and

3. Establishment and execution of access and/or maintenance easements with the Tenant, to allow the County to have continuous access to any stormwater and/or drainage culverts, tunnels, pipes and/or ditches, which lead to, near, and/or from the Snake Creek Canal, and/or the nearby Royal Country mobile home park; and

4. Pursuant to Sections 125.045 and 125.379, Florida Statutes, the County Mayor or County Mayor�s designee�s execution of the Fourth Amendment between the County and Tenant, modifying the Amended Lease, in pertinent part, as follows:

a. Increasing Tenant�s renewal options from two 30-year options to renew to one 30-year renewal option followed by a 37-year renewal option; and
b. Modification of the existing rent structure so that the annual base rent will now commence at $218,136 and will remain the same for one year, followed by a significant increase to $780,633, with annual increases thereafter. Beginning after Tenant commences collection of gross rents from any subtenants on any of the warehouse facilities, the Tenant shall begin to pay percentage rent to the County, on an annual basis, in addition to the annual base rent; and
c. Modification of the size of the Demised Property to increase from 73.78 acres to 92.95 acres, to include the Additional Acreage; and
d. Authorization for future modification of the size of the Demised Premises with the potential addition of acreage from the Nonprofit Parcel, where the new His House facility will be located; and
e. Removal of the requirement for the Tenant to construct a hotel on the leased property; and
f. Addition of the construction of a minimum of 14.72 acres of a linear park to be owned and operated by the County, which will be located on the west side of the property, outside the Demised Premises. The linear park will include a paved pedestrian walking and jogging path with lighting, landscaping, park furniture, and related amenities. The Tenant will be responsible for the costs associated with maintaining such linear park as further described below; and
g. Reduction of the size of the indoor community center from 50,000 square feet to 36,550 square feet; and
h. Reduction of the size of the proposed retail area from 65,000 square feet to 24,000 square feet; and
i. Modification of the minimum job creation requirements from the creation of 767 full-time or full-time equivalent jobs to the creation and maintenance of 100 full-time or full-time equivalent jobs; and
j. Modification of Tenant�s financial obligations to the nonprofits,from $400,000 to CFCE and $4,000,000 to His House if the nonprofits remained on-site or $1.4 million to CFCE and $11.5 million to His House if the nonprofits move off-site, to $1.4 million for CFCE�s off-site relocation and $4 million for the design, permitting, and construction of a new on-site facility for His House; and
k. Modification of the proposed owner and operator of the Recreational Facilities from the Tenant to the County, with the Tenant to be responsible for the regular and ongoing outdoor maintenance thereof, including landscaping and lawn cutting, as more specifically described in the Fourth Amendment; and
l. Modification of the minimum development investment from $500 million with no less than 85% percent allocated to hard costs to $310 million with at least 80% allocated to hard costs; and
m. Modification of the phases of the development project previously agreed to by the parties, from the following:

i. Phase 1 � recreational facilities (minimum financial investment of $73 million).
ii. Phase 2 � Construction of no less than 43,550 square feet of retail space and not less than 500 units of affordable housing (minimum financial investment of $138 million).
iii. Phase 3 � Construction of the hotel and the remaining balance of the retail space (minimum financial investment of $142 million). By the deadline for completion of Phase 3, the Tenant also committed to spending the minimum requirement of $15.6 million towards the hard costs of public infrastructure.
iv. Phase 4 - Construction of approximately 33% of the warehouse facilities (minimum financial investment of $49 million).
v. Phase 5 � Construction of approximately 33% of the warehouse facilities (minimum financial investment of $49 million).
vi. Phase 6 - Construction of the approximately 33% of the warehouse facilities remaining (minimum financial investment of $49 million).
To the following:
i. Phase 1 � Construction of the new facility for His House, and the design and construction of civil site work on the Demised Property (approximate financial investment of $9,250,000).

ii. Phase 2 � Construction of the Recreational Facilities, no less than 280,000 square feet of warehouse space, and no less than 24,000 square feet of retail space (approximate financial investment of $100,950,000).

iii. Phase 3 � Construction of the 190 units of affordable housing, and no less than 330,000 square feet of warehouse space (approximate financial investment of $118,500,000).

iv. Phase 4 � Construction of no less than 260,000 square feet of warehouse space (approximate financial investment of $18,000,000).
v. Phase 5 � Construction of the balance of the warehouse space, to reach the minimum total of 1,377,000 square feet of warehouse space (approximate financial investment of $63,100,000).
vi. Authorization for the Tenant to bifurcate the lease into up to six separate leases, subject to County approval as required, to allow different entities to develop and operate the various components of the project.
5. Authorization for the County Mayor or County Mayor�s designee to exercise all provisions in the Fourth Amendment that are not reserved by the Board, along with additional delegations as set forth in the Delegated Authority section herein.

6. In accordance with Resolution No. R-684-25, authorization for the County Mayor or County Mayor�s designee�s approval and execution of non-exclusive utility easements for the purpose of providing utility services to the mixed-use development project contemplated in the Fourth Amendment, and recordation of such easements in the public record, with copies of such recorded instruments provided to the Clerk of the Board within 30 days of execution and final acceptance.
Scope
The County-owned property is located within County Commission District 1, which is represented by Commissioner Oliver G. Gilbert, III. In accordance with resolution No. R-380-17, written notice of the Fourth Amendment was provided to the District Commissioner.

Fiscal Impact/Funding Source
From the Effective Date of the Fourth Amendment through the end of the term, including renewal option periods, the projected total income to the County will be $668,492,732. This represents the total annual base rent (guaranteed minimum rent) of $284,197,035, plus percentage rent. The initial annual base rent amount is $218,136. This amount shall increase periodically thereafter at staggered rates, and at the end of the initial 30-year term, the amount collected by the County will be $20,370,931 for annual base rent. Beginning after Tenant commences collection of gross rents from any subtenants on any of the warehouse facilities, the Tenant shall pay to the County, in addition to the annual base rent, percentage rent, which shall be 2% of the Tenant�s gross income from any and all warehouse space. In addition to the annual base rent and the percentage rent, the County shall be entitled to equitably share in the proceeds from certain transfers of the lease, as further provided in the transfer fee provisions of the Fourth Amendment.

The Tenant paid to the County $3,078,165.07, which represents a portion of reimbursement expenses, past due rent, and outstanding liquidated damages due from 13 Pista. As previously agreed by the parties, the County shall contribute such amount to the construction of the new facility for His House, in accordance with the terms and conditions of the Fourth Amendment. .

The Tenant�s financial contribution of $4 million for the design and construction of a new facility for His House will be reflected in a credit on the rent owed by Tenant to the County. In the event that the sublease with His House expires or terminates, as further described in the Fourth Amendment, Tenant shall pay any unexpended portions of the $4 million contribution to the County, with all expenditures from the $4 million to be subject to County approval.

Upon completion of construction of the Recreational Facilities, which is expected to occur as part of Phase 2 of the development project (anticipated in year 2031), the Tenant shall be responsible for: (i) all exterior maintenance, repairs, replacement, landscaping, and upkeep of the linear park and the improvements located thereon; and (ii) grounds maintenance and upkeep of the exterior landscaping and grassy areas within the parcel where the Recreational Facilities will be constructed, including landscaping and lawn cutting. The Tenant shall also be responsible for grounds maintenance and upkeep of the exterior landscaping and grassy areas on the Government Parcel, excluding the fire station building and any hardscape or other improvement, with such obligation terminating upon the County�s entry into an agreement with a third party for the development or lease of any portion of the Government Parcel.

There will be a fiscal impact to the County in the amount of $1,423,000 for the initial annual operation and maintenance of the Recreational Facilities as outlined herein. It is anticipated that the income derived from the Tenant, beginning with the start of the Fourth Amendment until completion of construction of the Recreational Facilities, will provide sufficient income to cover the initial cost of operating and maintaining the Recreational Facilities. Further, it is anticipated that the Recreational Facilities will generate approximately $284,600 - $355,750 in initial annual revenue, which the County shall retain and later expend to offset the operation and maintenance costs of the Recreational Facilities.

Track Record/Monitor
The County has no record of negative performance issues with the Tenant. Sohrab Shokraee, Assistant Division Chief, Real Estate Leasing (�PIOD�), will monitor the Fourth Amendment.

Delegated Authority
If this item is approved, the County Mayor or County Mayor�s designee will have the authority to negotiate, finalize, and execute with Tenant a cumulative amended and restated agreement that incorporates all changes to the Amended Lease, including any and all of the amendments that followed thereafter, and those set forth in the Fourth Amendment, to include appropriate adjustments and revisions to the lease terms, exhibits, attachments, and schedules, provided that said terms and conditions are no less favorable to the County, consistent with those terms contained in the Amended Lease as amended by the Fourth Amendment or as otherwise set forth herein, as determined in the discretion of the County Mayor or County Mayor�s designee (the �New Amended and Restated Lease�). Additionally, the County Mayor or County Mayor�s designee shall have the authority to exercise all provisions in the Fourth Amendment and in the New Amended and Restated Lease that are not reserved by the Board, including, but not limited to: (a) amend the Fourth Amendment or the New Amended and Restated Lease to correct any typographical or non-material errors, address revisions or supplements hereto of a non-material nature, or to carry out the purposes of the Fourth Amendment or New Amended and Restated Lease; (b) execute, negotiate, and finalize a rental regulatory agreement in generally the form attached to the Fourth Amendment, and enforce and record same; (c) execute or consent to, at the County Mayor or County Mayor�s designee�s discretion, subleases involving the Tenant and any other entity in furtherance of the project, including, without limitation, a sublease with His House, along with any amendments, extensions, and modifications thereto; (d) establish the rent for the His House parcel, including any temporary adjustments, which rent shall be the amount charged by Tenant to His House under the County-approved sublease; (e) execute recognition and non-disturbance agreements and issue estoppel letters and/or statements upon review by the County Attorney�s Office for legal sufficiency; (f) execute on behalf of the County, in its capacity as landlord under the Fourth Amendment, any applications or other documents reasonably requested in connection with His House�s financing for its new facilities on the Project, including documents acknowledging that His House may grant a mortgage on its own sub-leasehold interest, as well as other approvals reasonably required to accomplish the construction of the new His House facility on the subject property, provided that no such documents impose any financial obligations on the County or materially modify the County�s rights under the Fourth Amendment or the New Amended and Restated Lease, as applicable; (g) enter into and execute any bifurcation agreements and documents related thereto; and (h) consent to actions, events, and undertakings by the Tenant or extensions of time periods for which consent is required by the County, including, but not limited to, extensions of time for the performance of any obligation by the Tenant under the Fourth Amendment and the New Amended and Restated Lease, and execute any documents required in connection with the same. Further, in accordance with Resolution No. R-684-25, the County Mayor or County Mayor�s designee shall have authority to approve and execute non-exclusive utility easements, upon review by the County Attorney�s Office for legal sufficiency, for the purpose of providing utility services to the development project, record such easements in the public record, and provide copies of such recorded instruments to the Clerk of the Board within 30 days of execution and final acceptance. Finally, the County Mayor or County Mayor�s designee shall have authority to record, in the public records of Miami-Dade County, any instrument creating or reserving a real property interest in favor of the County, including the Fourth Amendment, the New Amended and Restated Lease, the Rental Regulatory Agreement, and any subleases or memoranda of subleases, bifurcation agreements, covenants, reverters, or mortgages, and shall provide copies of all recorded instruments to the Clerk of the Board within 30 days of execution and acceptance.
Background
The Original Lease was between the County and 13 Pista and involved a lease of approximately 97 acres of land (with the ability to increase to approximately 140 acres upon certain conditions) for an initial lease term of 30 years, with rent to the County in an amount no less than $33,382,655.07.

13 Pista failed to fulfill its obligations under the original Development Agreement and was found to be in default. Following negotiations, the Lease was amended and assigned to a new entity, the Tenant. The Amended Lease provided for the Tenant to pay the County approximately $17,326,502.87 in total base annual rent over the course of the 30-year term of the original lease, with the final amount of base annual rent contingent on the total acreage to be leased to Tenant. It further reflected development of a sports complex that would serve the surrounding community, with approximately 1,000 affordable housing units (up to 120% of the area median income), a hotel, no less than 65,000 square feet of retail space, a 50,000 square foot indoor community center, and no less than 20 acres of recreation and sports facilities (open to the public), and a minimum of 1 million square feet of enclosed warehouse space that would serve as indoor facilities for sports, entertainment, and studio uses, all owned and operated by the Tenant. The Tenant committed to a minimum development investment of $500 million, with no less than 85% percent allocated to hard costs. The Amended Lease also included a requirement for the Tenant to spend no less than $15,600,000 on public infrastructure and create 767 jobs. Further, Tenant was required to contribute funds to assist the nonprofits to relocate to new facilities, whether off- or on-site. Specifically, the Tenant agreed to contribute a total of (i) $4.4 million if the nonprofits elected new facilities on an alternate parcel on the property; or (ii) $12.9 million if the nonprofits elected new facilities off-site, or to relocate to an existing off-site facility.

On or about August 27, 2025, the County and the Tenant negotiated and approved the First Amendment to Assignment and Amended and Restated Lease and Development Agreement (�First Amendment�), with an effective date of August 15, 2025, which, in pertinent part, extended the diligence period under the Amendment.

The County and the Tenant negotiated and approved the Second Amendment to Assignment and Amended and Restated Lease and Development Agreement (�Second Amendment�), with an effective date of November 7, 2025, which, in pertinent part, extended the diligence period under the Amendment.

The County and the Tenant negotiated and approved the Third Amendment to Assignment and Amended and Restated Lease and Development Agreement (�Third Amendment�), with an effective date of March 31, 2026, which, in pertinent part, extended the diligence period under the Amendment to April 30, 2026.

On April 21, 2026, the Board passed a Resolution that extended the due diligence period until May 30, 2026.

Under the Fourth Amendment, Tenant will competitively select its contractor(s) for the Recreational Facilities in accordance with state law, will comply with the County's Sustainable Buildings Ordinance, will adhere to the County's Small Business Measures, and will comply with Art in Public Places requirements, among other applicable requirements, for any and all facilities on the Community of Landmark property.

The construction of this proposed project by Tenant are anticipated to have substantial long-term economic, employment and fiscal impacts when completed.

Section 125.045(3) of the Florida Statutes provides that it �constitutes a public purpose to expend public funds for economic development activities, including . . . leasing or conveying real property . . . to private enterprises for the expansion of businesses existing in the community or the attraction of new businesses to the community.� The anticipated economic benefits of this proposed, multi-phased project would justify the use of the economic development conveyance contemplated by Section 125.045 of the Florida Statutes for the lease of the subject property.

The Economic Impact Analysis for the development project, attached hereto as Attachment 1, summarizes the non-recurring and recurring impacts including investment, job creation, and fiscal benefits generated by the proposed development project. During the period in which the development project is being developed, the report concludes that an average of up to 955 full-time and part-time jobs will be generated annually. Once the project has been fully developed, there will be a substantial number of direct recurring jobs, and in this regard it is estimated that up to 1,846 workers will be employed on-site on a full-time equivalent ("FTE") basis in its industrial and retail spaces, as well as to perform duties relating to leasing, tenant relations and maintenance with respect to the rental apartment units. Up to 1,566 additional workers will be employed in indirect and induced jobs. The total payroll for all of these roles is approximately $180 million annually (or an average of $52,748 per job). The County will also collect $284,197,035 in total cumulative base rent, over the course of the entire term of the Fourth Amendment, including renewal option periods. In addition to base rent, the County will also receive 2% of gross rents generated by the warehouse components of the development project as further set forth in the Fourth Amendment. The County will also collect $423,225 from general building permit fees and more than $10 million in mobility, fire, and police impact fees. During the development period, the Tenant will spend between $15.9 million and $17.6 million, approximately, to develop the community center and its associated recreational facilities, as set forth in Exhibit K to the Fourth Amendment. In addition to rent, the County will receive more than $2 million in various taxes in the first year after the proposed industrial and retail spaces and rental apartment units have been fully developed including $996,354 for its General Fund, and $415,837 for its UMSA Fund. These amounts will represent new sources of revenue for the County since the site of the development was historically exempt from any taxes. If over the first 30 years of the Fourth Amendment, the taxable value of the development site increases at a rate of 3%, the County will collect more than $37.26 million for its General Fund, and $16 million for its UMSA fund. In the first year after the proposed industrial and retail spaces and rental apartment units have been fully developed, the Miami-Dade County Public School District will collect in school related taxes for its operating fund an amount exceeding $1.41 million. If over the first 30 years of Fourth Amendment the taxable value of the development project increases at a rate of 3%, the School Board will collect more than $54.58 million in school related taxes for its operating fund.

Community Benefits Statement
In accordance with Ordinance No. 24-30, the following are the community benefits related to the future development of the Community of Landmark property:

A.) Prior to completion of Phase 1, the Tenant shall enter into an agreement with the Miami-Dade County School Board for the establishment and operation of a joint educational program for students focused on work-based learning opportunities, including job-shadowing and internships.

B.) Within 30 days of the effective date of the Fourth Amendment, the Tenant shall enter into a partnership with Florida Memorial University for the establishment of a fund for the long-term funding of a scholarship and an endowment (which together are described as the �Fund�), along with the creation of an internship program for students. Within the 30-day period from the effective date of the Fourth Amendment, the Tenant shall make an initial $40,000 contribution to the Fund, and upon completion of Phase I, the Tenant shall annually make at least $40,000 contribution the Fund. .

C.) The creation of 100 full-time or full-time equivalent jobs, as described above.

D.) The Tenant shall establish a job training program, with preference to residents of zip codes 33014, 33015, 33054, 33055, 33056, 33162, 33167, 33169 and 33179. The Tenant will endeavor to employ residents of the aforementioned zip codes, along with graduates of the job training program and the above-mentioned internship program on the Demised Premises.

Attachment

_____________________________
Carladenise Edwards
Chief Administrative Officer