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RESOLUTION APPROVING THE BIFURCATION OF THE JACKSON MEDICAL TOWERS REDEVELOPMENT LEASE AGREEMENT WITH RUDG, LLC FOR THE PROVISION OF A WORKFORCE AND AFFORDABLE HOUSING DEVELOPMENT ON COUNTY-OWNED LAND LOCATED ON A PORTION OF FOLIO NOS. 01-3135-045-0010 AND 01-3135-045-0020, WITH ESTIMATED CUMULATIVE RENTAL REVENUE OVER THE TERM OF $534,923,191 TO THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, INCLUSIVE OF A CAPITALIZED LEASE PAYMENT ESTIMATED TO BE APPROXIMATELY $41,331,973, AND AUTHORIZING THE PUBLIC HEALTH TRUST TO EXECUTE SAME; AUTHORIZING THE PUBLIC HEALTH TRUST AND THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXERCISE ALL RIGHTS CONFERRED IN THE BIFURCATED LEASE AND TAKE ALL ACTIONS TO EFFECTUATE SAME; DELEGATING AUTHORITY TO THE PUBLIC HEALTH TRUST TO ADMINISTER THE TERMS OF THE BIFURCATED LEASE ON BEHALF OF MIAMI-DADE COUNTY AS GROUND LESSOR, CONSISTENT WITH THE TERMS OF THE BIFURCATED LEASE AND THIS RESOLUTION

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WHEREAS, on January 22, 2025, this Board adopted Resolution No. R-76-25 (�Authorizing Resolution�), approving, pursuant to section 125.35, Florida Statutes, a ground lease agreement between Miami-Dade County, the Public Health Trust of Miami-Dade County (�Public Health Trust�), and RUDG, LLC (�Developer�) for the redevelopment of 3.3 acres of County-owned property constituting designated facilities of the Public Health Trust, located on the Jackson Memorial Medical Center campus, at 1500 NW 12th Avenue, Miami, Florida (a portion of properties currently bearing Folio Nos. 01-3135-045-0010, 01-3135-045-0020, and 01-3135-000-0162) for the purpose of constructing a mixed-use development containing workforce and affordable housing residential units (�Master Lease�); and
WHEREAS, the Master Lease contemplated demolition of existing improvements on the property, construction of two new residential towers consisting of a total of approximately 808 multi-family units, as well as parking, a hotel tower, amenities, and improvements to the adjacent UHealth/Jackson Metrorail Station; and
WHEREAS, further, the Master Lease contemplated division of the project across four development phases pursuant to separate 99-year bifurcated leases; and
WHEREAS, pursuant to the Authorizing Resolution, this Board delegated authority to the Public Health Trust to generally administer the Master Lease and exercise the rights therein on behalf of the County as Landlord, including executing lease bifurcations, as permitted thereunder; and
WHEREAS, on February 20, 2025, the parties executed the Master Lease; and
WHEREAS, on March 28, 2025, in accordance with the Authorizing Resolution and the Master Lease, the parties executed a bifurcated lease for the construction of the first planned mixed-income residential tower, to consist of 460 residential rental units, parking spaces, and retail space, and which is expected to be completed in July 2029 (�Phase 1 Lease�); and
WHEREAS, the Developer is requesting to bifurcate the second phase of the Master Lease and assign the lease rights to Residences at Wagner Creek, LLC (�Tenant�) for a term of 99 years (�Phase 2 Lease�); and
WHEREAS, the Public Health Trust and the Developer have engaged in negotiations, and the proposed Phase 2 Lease includes material changes to the initial development plan for the second phase and deviates from certain terms in the Master Lease that were previously approved by this Board; and
WHEREAS, in addition to constructing the overall project across two phases, rather than four, such material changes to the second phase include: (i) refurbishing the existing Jackson Medical Towers structures and converting them to a 358-unit residential building with approximately 676 parking spaces, instead of demolishing the Jackson Medical Towers structures and constructing a new residential tower with 361 rental units; (ii) modifying the residential unit income mix, so that a minimum of 20 percent of the residential units are maintained as workforce housing units and a maximum of 30 percent are unrestricted, instead of a minimum of 30 percent of the residential units being maintained as workforce housing units and a maximum of 20 percent being unrestricted; (iii) eliminating the planned 128-unit hotel tower; (iv) eliminating the $135,000.00 initial rent payment due from the Tenant and replacing it with a capitalized lease payment (in a total amount to be determined based on the fair market value of the existing Jackson Medical Towers improvements, but estimated to be approximately $41,331,973.00 based on the market value assigned according to the Property Appraiser�s website); (v) accelerating the construction schedule for completion of the second phase, from February 2032 to December 2029; (vi) adding a provision contemplating that the Tenant enter a sublease for the establishment of a vocational high school focused on health sciences on the leased premises; and (vii) adding a provision giving the Public Health Trust an annual option to lease back a minimum of 20 percent of the parking space capacity (estimated to be 135 parking spaces) at discounted rates for employee parking; and
WHEREAS, the Phase 2 Lease contains additional miscellaneous differences from the specific form of the Master Lease, due to certain provisions in the Master Lease not being applicable to the second phase of the project; and
WHEREAS, the Phase 2 Lease still requires that a minimum of 50 percent of the residential units delivered be maintained by Tenant as affordable housing units, consistent with the Master Lease; and
WHEREAS, the capitalized lease payment negotiated in the Phase 2 Lease entails a lump sum payment by Tenant of ten percent of the fair market value of the existing improvements on the Phase 2 Lease premises, due on financial close (estimated to be $4,133,197.00), and the balance due subject to the terms of a promissory note, to be paid after 33 years (estimated to be $37,198,776.00, plus interest), and which payment shall be subordinate in right of payment to payment in full by Tenant of a senior promissory note to a senior lender in an amount to be determined; and
WHEREAS, the costs associated with the development, construction, and operation of the redevelopment project under the Phase 2 Lease will be the responsibility of the Tenant; and
WHEREAS, this Board finds that the development will benefit the Public Health Trust�s workforce and the residents of Miami-Dade County; and
WHEREAS, the subject property is located in County Commission District 3; 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 Attachment �A� and incorporated herein by reference; and
WHEREAS, this Board desires to accomplish the purposes outlined in the memorandum accompanying Resolution No. PHT 06/2026-041, a copy of which is attached hereto as Attachment �B�,

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 bifurcation of the Jackson Medical Towers Redevelopment Lease Agreement (�Master Lease�) between Miami-Dade County, the Public Health Trust, and RUDG, LLC for the second phase of development, for a term of 99 years for the provision of workforce and affordable housing on County-owned land located on a portion of properties currently bearing Folio Nos. 01-3135-045-0010 and 01-3135-045-0020, with a total cumulative estimated amount of rental revenue to the Public Health Trust of $534,923,191.00 over the term (�Phase 2 Lease�).
Section 3. This Board authorizes the Public Health Trust to execute the bifurcated Phase 2 Lease agreement with Residences at Wagner Creek, LLC (an entity affiliated with RUDG, LLC), for the second phase of redevelopment of the subject property, in substantially the form attached hereto as Attachment �C� and incorporated by reference herein, as well as to execute any partial assignment, bifurcation and partial termination of lease instrument with RUDG, LLC in association with that bifurcation in substantially the form attached as Appendix 16.12 to the Master Lease, and to take all actions as appropriate to effectuate the Phase 2 Lease and the directives in this resolution.
Section 4. Without further resolution of this Board, and consistent with this Board�s directive in Resolution No. R-76-25, this Board authorizes the Public Health Trust to act on behalf of the County, as its agent, in the performance of the County�s obligations and exercise of the County�s rights under the Phase 2 Lease. Accordingly, the Public Health Trust may administer the terms of the Phase 2 Lease and exercise all rights conferred to the Public Health Trust or the County thereunder, including, but not limited to: (a) collecting and retaining all Rent contemplated thereunder; (b) any rights of termination; (c) reviewing, approving and executing documents, plans, applications, and requests required or allowed by to be submitted to the County pursuant to the lease, including any Consulting Agreement as defined in the Phase 2 Lease; (d) approving and executing the promissory note in substantially the form attached as Appendix 3.2 to the Phase 2 Lease, in an amount to be determined, and subordinating the note to the senior debt; (e) consenting to actions, events, and undertakings by the tenant or extensions of time periods for which consent is required by the County; (f) executing any and all documents on behalf of the County as may be necessary or convenient to the foregoing approvals and consents; (g) executing or consenting to subleases or assignments, including any extensions thereof, except that consents to subleases to establish a vocational school shall first be subject to review by the County Attorney�s Office; (h) consenting to agreements required for financing the development; (i) making appointments of entities or individuals required to be appointed or designated by the County; (j) executing consents, agreements, applications, or other documents in the County�s capacity as ground lessor that are needed to accomplish the construction of the development, such as plat applications and building permits; (k) executing recognition and non-disturbance agreements and issuing estoppel statements; and (l) consenting to and executing modifications to the Phase 2 Lease in order to make revisions of a non-material nature, to modify exhibits as permitted under the Phase 2 Lease, to incorporate reasonable and customary protections to lenders providing financing for the development, and as necessary to carry out the purposes of the Phase 2 Lease and the Master Lease. It is also the intention of this Board that the Public Health Trust be authorized to perform the following tasks on behalf of the County without further action of this Board: (a) approve the types and amounts of insurance coverages required to be maintained by the developer or tenant at the various stages of project development and operation; and (b) consent to and execute modifications to the Phase 2 Lease on behalf of the County to modify the development schedule and master plans in the event that conditions in the development site or regulatory requirements must be accommodated or the Public Health Trust determines that the requested changes are reasonable, legally permitted, and are for good cause, so long as the changes do not put the County in a less favorable position financially than that contained in the Phase 2 Lease and this resolution and do not otherwise contravene the intent or purposes of this resolution.
Section 5. Additionally, this Board authorizes the County Mayor or County Mayor�s designee to: (a) exercise any rights and perform any obligations delegated to the County Mayor or his or her designee in the Phase 2 Lease, including consenting to, joining and executing on behalf of the County as owner any easements or other documents necessary to comply with applicable regulatory procedures or to accomplish the construction of the development; (b) approve and execute any documents or, following review by the County Attorney�s Office, any agreements between RUDG, LLC (or any developer, tenant, or manager under the Master Lease or the Phase 2 Lease) and the Miami-Dade Department of Housing and Community Development (regarding the workforce and affordable housing units) or the Miami-Dade Department of Transportation and Public Works (regarding improvements or other impacts to the adjacent UHealth/Jackson Metrorail Station station); and (c) otherwise take all actions as appropriate to effectuate the Phase 2 Lease, and the directives in this resolution.
Section 6. This Board directs the County Mayor or County Mayor�s designee to provide the Property Appraiser�s Office with a copy of the executed Phase 2 Lease within 30 days of its execution.