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RESOLUTION APPROVING FIRST AMENDMENT TO LAND EXCHANGE AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE DISTRICT BOARD OF TRUSTEES OF MIAMI-DADE COLLEGE (�COLLEGE�) FOR CONVEYANCE TO THE COUNTY OF 48,102 SQUARE FEET OF LAND CONSISTING OF A PORTION OF FOLIO NO. 01-3135-106-0010 OWNED BY THE COLLEGE (�COLLEGE PARCEL�) AND REQUIRED FOR USE BY THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, IN EXCHANGE FOR THE CONVEYANCE TO THE COLLEGE OF 48,456 SQUARE FEET OF COUNTY-OWNED LAND CONSISTING OF A PORTION OF FOLIO NO. 01-3135-061-0010 OPERATED BY THE PUBLIC HEALTH TRUST (�COUNTY PARCEL�) IN ORDER TO: (1) REMOVE THE CLOSING CONDITION REQUIRING THAT CERTAIN ENVIRONMENTAL REMEDIATION BE COMPLETED BY THE PUBLIC HEALTH TRUST, (2) MODIFY THE ENVIRONMENTAL REMEDIATION PROVISION, (3) MODIFY THE CLOSING DATE DEFINITION AND DEFINE THE EFFECTIVE DATE OF THE FIRST AMENDMENT, AND (4) PROVIDE THAT THE PARTIES SHALL REASONABLY COOPERATE POST-CLOSING TO EXCHANGE INFORMATION RELATED TO THE PARTIES� PRE-CLOSING ENVIRONMENTAL REMEDIATION AND REPLAT EFFORTS; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE AND THE PUBLIC HEALTH TRUST TO EXECUTE THE AMENDMENT AND TO EXERCISE ALL PROVISIONS CONTAINED THEREIN

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WHEREAS, on December 3, 2024, this Board adopted Resolution No. R-1098-24 (�Authorizing Resolution�), which approved, in accordance with section 125.37, Florida Statutes, the exchange of the County Parcel to the College for the College Parcel for the purpose of allowing the Public Health Trust to obtain the College Parcel and construct parking to support its Emergency


Department Expansion Project located at the Jackson Memorial Medical Center campus, and which authorized the County and the Public Health Trust to execute the Land Exchange Agreement (�Exchange Agreement�); and
WHEREAS, the parties entered that Exchange Agreement effective January 6, 2025; and
WHEREAS, under the Exchange Agreement, closing on the property exchange is subject to certain conditions precedent: (i) that the Public Health Trust remediate, at its expense, certain environmental issues on the County Parcel (�Environmental Remediation�) and obtain a No Further Action Letter with Acceptable Conditions or Controls from the Miami-Dade County Department of Regulatory and Economic Resources, Division of Environmental Resource Management (�DERM Letter�); (ii) that the Public Health Trust obtain T-Plat approvals for the parcels; (iii) that the parties negotiate and execute an access easement permitting the College to maintain existing utility infrastructure on the College Parcel that supports the College�s adjacent campus; and (iv) all documents required to be executed in relation to the Exchange Agreement have been executed and delivered; and
WHEREAS, under the Authorizing Resolution, the authority of the Chairperson or Vice-Chairperson of the Board to execute the County Deed conveying the County Parcel and the authority of the County Mayor or County Mayor�s designee to execute the acceptance of the College Parcel by Quitclaim Deed are contingent on satisfaction of the conditions precedent contained in the Exchange Agreement; and
WHEREAS, the parties have been working diligently to close on the property exchange; and
WHEREAS, except for the condition related to Environmental Remediation, the other closing conditions have been satisfied or are expected to be satisfied in short order; and
WHEREAS, for example, pursuant to Resolution No. R-624-25, this Board has already approved conveyance of two non-exclusive perpetual easements to satisfy the condition precedent contemplated in the Exchange Agreement; and
WHEREAS, however, while the Public Health Trust has substantially completed the Environmental Remediation, additional groundwater monitoring time of an unknown duration is still necessary to obtain the DERM Letter required to satisfy this condition precedent to closing on the transaction; and
WHEREAS, the Public Health Trust has recently completed construction of and opened the new Emergency Department serving Jackson Memorial Hospital and requires the closing to occur on the property exchange in order to support the new facility with additional surface parking; and
WHEREAS, the parties have agreed to accept the remediation performed by the Public Health Trust to date, and rescind the closing condition that the Public Health Trust obtain the DERM Letter; and
WHEREAS, the County Parcel consists of a portion of property currently bearing Folio Number 01-3135-061-0010, located at 1851 NW 9th Avenue, Miami, and the College Parcel consists of a portion of property currently bearing Folio Number 01-3135-106-0010, located at 1000 NW 2nd Avenue, Miami; and
WHEREAS, both parcels are located in County Commission District 3; and
WHEREAS, the amendments to the Exchange Agreement, attached hereto and incorporated herein as Attachment �A� (�First Amendment�), include: (i) removal of the requirement that the Public Health Trust obtain the DERM Letter as a condition precedent to closing; (ii) revising the provision related to Environmental Remediation, to state that the Public Health Trust has remediated the County Parcel to a condition acceptable to the College, and that the parties will continue to conduct groundwater monitoring on their respective parcels until closing; (iii) revising the definition of the closing date to mean the later of on or before thirty days after the completion of the conditions precedent to closing or on or before thirty days after the First Amendment effective date and making a corresponding change to Section 12(A), and (iv) adding a definition of the effective date of the First Amendment; and
WHEREAS, the First Amendment also includes an obligation that the Public Health Trust and the College reasonably cooperate with each other post-closing by providing, upon request, documentation in their possession regarding the T-Plat approvals or environmental remediation completed prior to closing; and
WHEREAS, this Board desires to facilitate the expeditious closing of the property exchange, so that the College Parcel may become part of the designated facilities of the Public Health Trust and be incorporated as part of the Public Health Trust�s new Emergency Department project,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. The foregoing recitals, including the exhibits attached hereto, are incorporated in this resolution and are approved.
Section 2. This Board approves the First Amendment to Land Exchange Agreement in substantially the form attached hereto as Attachment �A� and made a part hereof (�First Amendment�).


Section 3. This Board authorizes the County Mayor or County Mayor�s designee to execute and the Public Health Trust to co-execute the First Amendment on behalf of Miami-Dade County, and for either to exercise any and all rights conferred therein and to perform all acts necessary to effectuate same.
Section 4. This Board directs the Associate Vice President of Real Estate Services of the Public Health Trust to monitor compliance with the terms of this transaction, and pursuant to Resolution No. R-979-09, (a) directs the County Mayor or County Mayor�s designee to record the instruments creating or retaining a County interest in the Public Records of Miami-Dade County and to provide a copy of such instruments to the Clerk of the Board within 30 days of the execution of such instruments, and (b) directs the Clerk of the Board to attach and permanently store a recorded copy of such instruments together with this resolution.