HomeMy WebLinkAboutR-03-0910J-03-718
8/07/03 03- 910
RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH
ATTACHMENT(S), RELATING TO THE PARROT JUNGLE
PROJECT ON WATSON ISLAND, AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AMENDMENT TO THE
DEVELOPMENT AGREEMENT BETWEEN MIAMI-DADE
COUNTY, PARROT JUNGLE AND GARDENS OF WATSON
ISLAND, INC. ("PARROT JUNGLE") AND THE CITY OF
MIAMI, IN SUBSTANTIALLY THE ATTACHED FORM,
AMENDING THE PAYMENT SCHEDULE OF THE $25
MILLION SECTION 108 LOAN FROM MIAMI-DADE COUNTY
TO PARROT JUNGLE (THE "SECTION 108 LOAN") TO
CONFORM TO THE SCHEDULE OF MIAMI-DADE COUNTY'S
PAYMENTS TO THE U.S. DEPARTMENT OF HOUSING AND
URBAN DEVELOPMENT ("HUD"), UNDER THE
CORRESPONDING HUD LOAN GUARANTEE (THE "HUD
LOAN"); FURTHER AUTHORIZING THE CITY MANAGER TO
CONSENT TO MIAMI-DADE COUNTY'S SUBORDINATION OF
THE SECTION 108 LOAN TO ADDITIONAL DEBT IN THE
PRINCIPAL SUM OF $3,776,000, THEREBY INCREASING
THE TOTAL AMOUNT OF SUBORDINATION TO
$15,776,000, PROVIDED THAT THE FOREGOING SHALL
NOT BE DEEMED OR INTERPRETED TO EXPAND THE
CITY'S RIGHTS OR OBLIGATIONS UNDER THE
DEVELOPMENT AGREEMENT OR THE JOINT
PARTICIPATION AGREEMENT BETWEEN THE CITY AND
MIAMI-DADE COUNTY DATED SEPTEMBER 9, 1998, WITH
SAID AUTHORIZATIONS BEING SUBJECT TO PARROT
JUNGLE'S AGREEMENT TO INSTALL, AT ITS SOLE COST
AND EXPENSE, SOUND MONITORING EQUIPMENT ON
VENETIAN ISLAND, ACCEPTABLE TO THE CITY, TO
VERIFY COMPLIANCE WITH THE NOISE RESTRICTIONS
UNDER THE PARROT JUNGLE LEASE; AND AUTHORIZING
THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS
MAY BE REQUIRED TO ACCOMPLISH THE PURPOSE OF
THIS RESOLUTION, ALL IN FORM AND SUBSTANCE
ACCEPTABLE TO THE CITY ATTORNEY.
ATTACHMENT (S)
CONTAINED
AUG 0 G 2003
x iw A*.
03w, 910
WHEREAS, Miami -Dade County, Parrot Jungle and Gardens of
Watson Island, Inc. ("Parrot Jungle") and the City of Miami,
entered into a Development Agreement dated April 20, 2000 (the
"Development Agreement") setting forth the terms and conditions
of a $25 Million Section 108 Loan from Miami -Dade County to
Parrot Jungle, for the development of a theme park in Watson
Island (the "Section 108 Loan"); and
WHEREAS, the payment schedule of the Section 108 Loan was
established based on the anticipated payment schedule by Miami -
Dade County to the U.S. Department of Housing and Urban
Development ("HUD") of a loan guarantee under the Section 108
Loan Guarantee Program (the "HUD Loan"); and
WHEREAS, the payment schedules of the Section 108 Loan and
the HUD Loan are inconsistent and must be corrected; and
WHEREAS, Miami -Dade County and Parrot Jungle have agreed to
amend the Development Agreement to correct the payment
inconsistencies; and
WHEREAS, the Section 108 Loan is subordinated to a mortgage
from Parrot Jungle in favor of Union Planters Bank, N.A. in the
principal sum of $12,000,0000; and
WHEREAS, Parrot Jungle has requested Miami -Dade County to
further subordinate its Section 108 Loan to additional debt in
the principal sum of $3,776,000; and
Page 2 of 6 03- 9 i 0
WHEREAS, the Board of County Commissioners of Miami -Dade
County, by Resolution No R-856-03 adopted July 22, 2003,
approved an amendment to the Development Agreement to correct
the inconsistencies between the payment schedules of the Section
108 Loan and the HUD Loan and agreed to further subordinate the
Section 108 Loan; and
WHEREAS, pursuant to the Development Agreement, the consent
of the City of Miami is required prior to Miami -Dade County's
execution of subordination agreements or any amendments to the
Section 108 Loan documents; and
WHEREAS, the City of Miami and Parrot Jungle are in the
process of drafting an agreement to implement and monitor the
noise restrictions set forth in the Lease and Development
Agreement dated September 2, 1997, between Parrot Jungle and the
City (the "Parrot Jungle Lease"); and
WHEREAS, Parrot Jungle agrees to install, at its sole cost
and expense, sound monitoring equipment on Venetian Island,
acceptable to the City, to verify compliance with the noise
restrictions under the Parrot Jungle Lease;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Page 3 of 6 03- 910
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized -11 to execute
an amendment to the Development Agreement between Miami -Dade
County, Parrot Jungle and the City, in substantially the
attached form, amending the payment schedule of the $25 Million
Section 108 Loan from Miami -Dade County to Parrot Jungle to
conform to the schedule of Miami -Dade County's payment to HUD
under the corresponding HUD Loan Guarantee.
Section 3. The City Manager is authorized -11 to consent
to Miami -Dade County's subordination of the Section 108 Loan to
additional debt in the principal sum of $3,776,000, thereby
increasing the total amount of subordination to $15,776,000.
Section 4. It is the intent of the City Commission that
the provisions contained in this Resolution shall not be deemed
or interpreted to expand in any manner the City's rights and
obligations under the Development Agreement or the Joint
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
Page 4 of 6 033— 910
Participation Agreement between the City and Miami -Dade County
dated September 9, 1998.
Section 5. This Resolution is subject to Parrot
Jungle's agreement to install, at its sole cost and expense,
sound monitoring equipments on Venetian Island, acceptable to
the City, to verify compliance with the noise restrictions under
the Parrot Jungle Lease, except as otherwise agreed to by the
City.
Section 6. The City Manager is further authorized to
execute such documents as may be required to accomplish the
purpose of this Resolution, in form acceptable to the City
Attorney.
Section 7. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor Y
zi If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by
the City Commission.
Page 5 of 6
0.3_ 910
PASSED AND ADOPTED this __8th day of August 2003.
EL A. DIAZ, MAYOR
ATTEST:
�'PRISCILLA A. TH MPSON
CITY CLERK _
APPROVJD ASOM FORM AND CORRECTNESS:
NDW VILARELLO y JI
ATTORNEY
W7446:ORS:BSS
Page 6 of 6 03- 910
Exhibit A
AMENDATORY AGREEMENT
Amendatory Agreement made and entered into as of My `3
2003 amending the Development Agreement made: and entered
into as of the 20th day of April, 2000 by and among M1 ii -Dade
County, a political subdivision of the State of Florida (the
"County"), Parrot Jungle and Gardens of Watson :Isler,d, Inc., a
Florida corporation ("Parrot Jungle") and the City of Miami, a
municipal corporation of the State of Florida (the "City": which
terms include in all three instances their successors and as:,igas
RECITALS
A. The parties named above have made and entered into as of the 20th day of ApriL
2000, a Development Agreement (the "Agreement") setting forth t:.e terms and conditions
pursuant to which the County would borrow $25,000,000 (the ",AUD Loan") from the
U.S. Department of Housing and Urban Development ("HUD") and loan the proceeds of such
borrowing to Parrot Jungle (the `'Loan") for the purpose of relocating iti: theme park from. South
Miami -Dade County to Watson Island in downtown Miami, Florida.
B. The principal and interest payments on the Loan were established pursuant to a
public underwriting of HUD participation certificates and a Joint Partic�,)alion Agreement, dated
as of September 9, 1998 by and among the City, the County and HUD (the "JPA" and together
with the participation certificates (the "HUD Documents").
C. The Agreement and the HUD Documents contain provisions as to the timing of
principal and interest payments on the Loan and the HUD Loan, respectively, which are
inconsistent and would prevent the County from receiving payments rroni Parrot Jungle under
the Agreement in time to meet the County's payment obligations to F LID ur.der the HUD Loan.
D. The periodic interest payments to be made on the LoEn by Parrot Jungle as shown
in Schedule A to this Amendatory Agreement are amounts which Wdll provide on a timely basis
C: %jt7g1gMD?.DOC 4
03-.. V SO
the semi-annual interest payments to be made by the County to HUD und:r the HUD Loan plus
an additional one-quarter of one percent (0.25%) (the "County Admiri::trative Fee") of the then
outstanding principal of the HUD Loan (collectively the "Loan )nteresl "), all as set forth in
Schedule A to this Amendatory Agreement.
E. In consideration of the County providing $2,500,000 of finds to Parrot Jungle
pursuant to a $1,500,000 forgivable loan from EDI to Parrot Jungle rnd i $1,000,000 EDI loan to
Parrot Jungle all as set forth in Resolution No. R-475-03 adopted Ey the Board of County
Commissioners (the "Board")on May 6, 2003, the County and PxTol Jungle have agreed to
amend the Agreement to cure the payment inconsistencies referred to in C. above.
F. As additional consideration for Parrot Jungle wcecuting this Amendatory
Agreement, the County has agreed to amend the Mortgage Subordination.Agreement, dated as of
January 9, 2001 (the "Subordination Agreement") by and among the County, Union Planters
Bank, N.A. ("UPB") and Parrot Jungle to increase the amount of the loan :secured by the Florida
Mortgage, Assignment of Leases and Rents and Securing Agreement. dated as of January 9,
2001 from Parrot Jungle as Mortgagor to UPB as Mortgagee (the `3an : Mortgage") from UPB
or any successor to UPB (the "Bank Loan") from $12,000,000 to Slf ,77�..i,000.
G. The terms and provisions of the Agreement shall remain in full force and effect as
amended by this Amendatory Agreement and in the case of an} I'TI or;sistencies or conflict
between the provisions of the Agreement and this Amendatory A gree rn,tnt, this Amendatory
Agreement shall prevail.
Section 1. The Agreement is amended to read:
(A) Section 1., 1.1(3) entitled Maturily is amended to read:
"(3) Maturity. The Loan shall mature on August 1, 2019
when the final principal payment on the HLD Loan
becomes due and payable, unless there are unpaid amounts
2 -- -
CI !WWWW2.D0C
'J3 910
C: WPWWW2.DW
owed under the Agreement or the HUD Loar in which case
the Loan shall remain in effect until all su::h unpaid
amounts are paid."
(B) Section 1., 1.1(4) entitled Repayment of the La is amended to read:
"(4) Repayment of Loan.
(a) interest PavMnts. Prior to cul r 23, 2003,
Parrot Jungle shall pay to the County Finance: Director (the
"Finance Director") for deposit in an interest fund (the "PJ
Interest Fund") to be established by the Finan(: Director
the sum of $984,652.75 representing the Loaf Lnterest
payable on the Loan on August 1, 2003. On lar nary 15,
2004 and on July 15, 2004, and on the 15tH day of each
succeeding January and July to and including .hely 15,
2019, Parrot Jungle shall pay to the Finance Director for
deposit in the PJ Interest Fund the Loan Ymtera.st payable on
the Loan on the next succeeding February 1 and August 1,
respectively, all as set forth in Schedul._ A. .o this
Amendatory Agreement.
By 3:00 p.m. New York City time on the :;eventh
business day preceding each interest payment date on the
HUD loan, the Finance Director shall pay to the Fiscal
Agent/Trustee for the HUD Loan the interest payable to
HUD on such interest payment date.
(b) Principal Payments. On July :?0, 2003, the
County Office of Community and Economic Development
("OCED") shall pay on behalf of Parrot Jun_ ;e to the
Finance Director for deposit in a principal hard (the 'TJ
Principal Fund") to be established by the Finance Director
the sum of S200,000 representing the principal payable on
the Loan on August 1, 2003. Parrot Jungle shall on
January 15, 2004 reimburse OCED for its August 1, 2003
principal payment and the Finance Director shall r nrit such
$200,000 payment upon receipt to OCED. Or, July 15,
2004, and on the 15th day of each succeeding July to and
including July 15, 2019, Parrot Jungle shali pay to the
Finance Director for deposit in the PJ Princ)paa Fund the
principal payable on the loan on the next succeeding
August 1, all as set forth in Schedule A to this, Anier_datory
Agreement.
By 3:00 p.m. New York City time o» the seventh
business day preceding each principal payment date on the
03- 910
HUD loan, the Finance Director shall pay to the. Fiscal
Agent/Trustee for the HUD Loan the principal pal►able to
HUD on such, principal payment date."
(c) Requirement Cumulative. If the amount so
paid in any January or July to the Fimmce: Director
mentioned in clauses (a) or (b) above shall be less than the
required amount, the requirement thereibr shall
nevertheless be cumulative and the amour.: Df any
deficiency in any January or July shall be d se and owing
immediately after the applicable grace period and such
amount shall be subject to a late payment charge of :.'V2% of
such amount until paid.
(d) Reduction in Loan Principal. In the event
that Parrot Jungle at any time reduces the principal amount
of the Loan pursuant to the requirements of 3ecrtor. 4.7 or
4.8 of the Agreement or otherwise if pennitu-4 by the
Agreement, then the Finance Director in consultation with
the County's financial advisor and Parrot Jwigle shall
reduce such principal in accordance with instructions from
the Finance Director to the Fiscal Agent/Trustee for the
HUD Loan approved by HUD and thereafter ,schedule A to
this Amendatory Agreement will be modified to refect the
decrease in interest and principal payments caused by such
reduction in principal. If a payment by Parrot Ju•Zgle to
cause such reduction in principal occurs prior tc Ac gust 1,
2010, such payment will be held by the Finan --e Director in
the PJ Principal Fund and invested until Augiist 1, ::010 at
which time such payment plus investment earrmings :,hall be
remitted to the Fiscal Agent/Trustee; for th-- purF ose of
reducing principal pursuant to an optional redemption of
HUD participation certificates.
(C) Section 1.. 1.8 entitled Acceleration is amende J to read:
"(1.8) Acceleration: If Parrot Jungle shall fa;l tc, make
payment as set forth in the attached Schedule t_ or in the
event of a default in the performance of any of the
covenants contained herein or in the Loan Do-:urn:ms, then
after notice of default and after the expiration of any
applicable grace or cure period, the whole: cL.tsianding
principal sum of the Loan with interest accrued thereon
shall, at the option of the County, become du,: ani payable
without further notice or demand, time l)eing of the
essence. Said principal sum shall bear interest f-om such
time until paid, at the Post Default Rate. No orris. -Ion on
al
03- 910
the part of the County to exercise such option when entitled to do
so shall be considered as a waiver of such right. With regard to
payments of interest and principal under the Loan the parties
agree that Parrot Jungle shall have a grace period of seven (7)
days after failure to pay without any requirement for notice.
Parrot Jungle shall be entitled to ninety (90) days notice and
opportunity to cure any non -monetary defaults. All notices with
regard to defaults shall be specific as to the nature of the default
and/or the specific monetary amount due and owing. Failure to
exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default."
(D) Exhibit C to the Agreement is deleted in its entirety to be
replaced by Schedule A to this Amendatory Agreement.
Section 2. The parties hereto acknowledge and agree to the terms and conditions
contained in Resolution No. 03- , adopted by the City of Miami Commission on August
8, 2003. Parrot Jungle agrees to execute an amendment to the Lease and Development
Agreement dated September 2, 1997 between Parrot Jungle and the City to evidence its
obligations under the Resolution.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendatory
Agreement as of the date first above written.
MIAMI-DADE COUNTY
Approved as to form and substance By:
Assistant County Attorney
5
03- 910
Attest
Priscilla A. Thompson, City Clerk
Approved as to form and correctness
Alejandro Vilarello, City Attorney
Cel
PARROT JUNGLE AND GARDENS OF
WATSON ISLAND, INC.
By:
President
CITY OF MIAMI
By:
Joe Arriola, City Manager
03- 910
Schedule A
Parrot Jungle Loan Repayment Schedule
All in Interest Rate
County Administration Fee
7.63%
0.25%
Total
?a-ro; .lute.
?a-rnent
$29),13
98•x,6 5
98.3,65
964,65
900^•3,65
9E•3,6�
984.65
1,17'x,21
1.32''.2'
961,3?
1,46-1,3:?
1,69;/,85
91it.1-�
8C.0 82
77 E ,2i i
2,64B.42
626,07
::,573,07
HUD
Pavment
S280.194.04
964.652.75
984,652.75
984, 652.75
984.652.75
984,652.75
0.00
1.184,652.75
0.00
977,276.75
0.00
1.327,276.75
0.00
964, 326.75
0.00
1,464,326.75
0.00
945.851.75
0.00
1,695,851.75
0.00
918,176.75
0.00
1,918.176.75
0.00
880,826.75
0.00
2,130,826.75
0.00
834,151.75
0.00
2,334,151.75
0.00
778.291.75
0.00
2,723.291.75
0.00
703,428.70
0.00
2,648,426.70
0.00
628,079.40
0.00
03- 910
Parrot Jungle
Parrot Jungle
Principal
Interest
Payment
Payment
PJ Repayment
Payment
PJ Principal
PJ Interest
of County
Date
Fund
Fund
Principal Payment
8/112000
$0.00
5280,194.04
$0.00
2/112001
0.00
984.652.75
0.00
8/1/2001
0.00
984.652.75
0.00
2/1/2002
0.00
984,652.75
0.00
811/2002
0.00
984.652.75
0.00
2/12003
0.00
984.652.75
0.00
7/15/2003
0.00
984,852.75
0.00
8/1/2003
0.00
0.00
0.00
1/15/2004
0.00
977,276.75
200,000.00
2112004
0.00
0.00
0.00
7/15/2004
350,000.00
977,276.75
0.00
8/1/2004
0.00
0.00
0.00
1/15/2005
0.00
964,326.75
0.00
2/1/2005
0.00
0.00
0.00
7/15/2005
500,000.00
964.326.75
0.00
8/112005
0.00
0.00
0.00
1/15/2006
0.00
945,851.75
0.00
2J1/2006
0.00
0.00
0.00
7/15/2006
750,000.00
945,851.75
0.00
8/112006
0.00
0.00
0.00
1/15/2007
0.00
918,176.75
0.00
2-1/2007
0.00
0.00
0.00
7/15/2007
1,000,000.00
918,176.75
0.00
8,112007
0.00
0.00
0.00
1/15/2008
0.00
880,826.75
0.00
Z11/2006
0.00
0.00
0.00
7/15/2008
1,250,000.00
880.826.75
0.00
8/1/2008
0.00
0.00
0.00
1/15/2009
0.00
834,151.75
0.00
2/1/2009
0.00
0.00
0.00
7/15/2009
1,500,000.00
834,151.75
0.00
81112009
0.00
0.00
0.00
1115/2010
0.00
778,291.75
0.00
211 /2010
0.00
0.00
0.00
7/15/2010
1,945,000.00
778,291.75
0.00
8/12010
0.00
0.00
0.00
1/15/2011
0.00
703,428.70
0.00
2/1/2011
0.00
0.00
0.00
7/15/2011
1,945,000.00
703.428.70
0.00
8/1/2011
0.00
0.00
0.00
1/15/2012
0.00
628,079.40
0.00
2/1/2012
0.00
0.00
0.00
7/15/2012
1,945,000.00
628,079.40
0.00
Total
?a-ro; .lute.
?a-rnent
$29),13
98•x,6 5
98.3,65
964,65
900^•3,65
9E•3,6�
984.65
1,17'x,21
1.32''.2'
961,3?
1,46-1,3:?
1,69;/,85
91it.1-�
8C.0 82
77 E ,2i i
2,64B.42
626,07
::,573,07
HUD
Pavment
S280.194.04
964.652.75
984,652.75
984, 652.75
984.652.75
984,652.75
0.00
1.184,652.75
0.00
977,276.75
0.00
1.327,276.75
0.00
964, 326.75
0.00
1,464,326.75
0.00
945.851.75
0.00
1,695,851.75
0.00
918,176.75
0.00
1,918.176.75
0.00
880,826.75
0.00
2,130,826.75
0.00
834,151.75
0.00
2,334,151.75
0.00
778.291.75
0.00
2,723.291.75
0.00
703,428.70
0.00
2,648,426.70
0.00
628,079.40
0.00
03- 910
Schedule A
Parrot .Jungle Loan Repayment Schedule
All in Interest Rate
County Administration Fee
Payment
Date
8/1/2012
1/15/2013
2/1/2013
7/15/2013
811/2013
1/15/2014
2/112014
7/15/2014
811/2014
1/15/2015
2/1/2015
7/15/2015
8/112015
1115/2016
2/1/2016
7/15/2016
8/1/2016
111512W7
2J1/2017
7/1512017
81/2017
1/15/2018
2/112018
7/15/2018
8/1/2018
1/15/2019
2/1/2019
7115/2019
8/1/2019
Total
7.63%
0.25%
Parrot Jangle Parrot Jungle
Principal
Interest
Payment
Payment
PJ Repayment
P.1 Principal
PJ Interest
of County
Fund
Fund
Principal Pavment
0.00
0.00
0.00
0.00
551,271.35
0.00
0.00
0.00
0.00
1.945,000.00
551,271.35
0.00
0.00
0.00
0.00
0.00
473,782.55
0.00
0.00
0.00
0.00
1,945,000.00
473,782.55
0.00
0.00
0.00
0.00
0.00
395,904.75
0.00
0.00
0.00
0.00
1,945,000.00
395,904.75
0.00
0.00
0.00
0.00
0.00
317,540.70
0.00
0.00
0.00
0.00
1,945,000.00
317,540.70
0.00
0.00
0.00
0.00
0.00
238,690.40
0.00
0.00
0.00
0.00
1,945,000.00
238,690.40
0.00
0.00
0.00
0.00
0.00
159.353.85
0.00
0.00
0.00
0.00
1.945,000.00
159,353.85
0.00
0.00
0.00
0.00
0.00
79.822.80
0.00
0.00
0.00
0.00
1.945.000.00
79,822.80
0.00
S24.80n_000.00 $25 A81 EEi4..04
To,.al
Parrot Ju,il
far;nter t
551,27
2.49 3,27
473,73
2,413.73
395,9
2.340,9 )
31'7,54
2,26:1,54
2313,6'3
2.16:1.69
1!J.35
2.104,35
79,e
UL 8",'
HUD
Pavment
2,573,079.40
0.00
551,271.35
0.00
2,496,271.35
0.00
473,782.55
0.00
2,418,78255
0.00
395.904.75
0.00
2.340,904.75
0.00
317,540.70
0.00
2,262.540.70
0.00
238,690.40
0.00
2,183,690.40
0.00
159,353.85
0.00
2,104.353.85
0.00
79.822.80
0.00
2.024.822.80
,5 .$ ].f 64.04
03- 910