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Home My WebLink AboutR-98-0374J-98-331 3/16/98 RESOLUTION NO.9 8 _ 374 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE A JOINT PARTICIPATION AGREEMENT, IN SUBSTANTIALLY THE FORM ATTACHED, SETTING FORTH THE CONDITIONS UNDER WHICH THE CITY OF MIAMI SHALL APPLY FOR A U.S. HUD SECTION 108 LOAN GUARANTEE TO REPLACE 80% OF MIAMI-DADE COUNTY' S SECTION 108 LOAN GUARANTEE IN CONNECTION WITH THE FINANCING REQUEST BY PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. WHEREAS, on February 3`d, 1998, the Miami -Dade Board of County Commissioners authorized the County Manager to apply for a U.S. HUD Section 108 loan for the Parrot Jungle and Gardens of Watson Island project; and WHEREAS, said Miami -Dade County approval was made subject to several conditions which directly impact the City of Miami; and WHEREAS, submission of the County's Section 108 loan shall be contingent upon Miami -Dade County entering into a Joint Participation Agreement, in substantially the form attached, with the City of Miami setting forth the conditions under which the City shall apply for a U.S. HUD Section 108 loan guarantee to replace 80% of Miami -Dade County's Section 108 loan guarantee in connection with the financing request by Parrot Jungle and Gardens of Watson Island, Inc.; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: ATTACHMENT (S). CONTAINED CITY COMMI$� MEETING QF APR 14IM kwswufim PIM 98- 374 Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute a Joint Participation Agreement, in substantially the form attached, setting forth the conditions under which the City of Miami shall apply for a U.S. HUD Section 108 loan guarantee to replace 80% of Miami -Dade County's Section 108 loan guarantee in connection with the financing request by Parrot Jungle and Gardens of Watson Island, Inc. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 14 th ATTEST: day of April 1998. JOE CgAyRORLLO In accordance with Miami Code Sec. 2-36, since the Mayor c i nOcf indicate ap!)row`r' of this legislation by signing it in the designated place provided, said leyia': %C;c, becxianes effective with the elapse often (10) days fro the date of Commiss' action tg same, without the Mayor exercising et . Walter F n, City Clerk WALTER J. FOEMAN CITY CLERK PREPARED AND APPROVED BY: LINDA K. KEARSON ASSISTANT CITY ATTORNEY 2 APPROVED AS TO FORM AND CORRECTNESS: L-4, /dJ4-44 dl J EL E. MAXWELL TERIM CITY ATT RNEY 98- 3A -6% JOINT PARTICIPATION AGREEMENT L)PAFT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI FOR THE PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. SECTION 108 LOAN APPLICATION This Joint Participation Agreement madeX this day of , 1998, between Miami -Dade County ("County"), a metropolitan county of the State of Florida acting by and through the County Manager with the approval of the Board of County Commissioners and the City of Miami ("City"), a municipal corporation of the State of Florida acting by and through the City Manager with the approval of the City Commission. The Miami -Dade County Board of County Commissioners has indicated its intent to authorize the County Manager to apply for a US HUD Section 108 loan for Parrot Jungle and Gardens of Watson Island, Inc. in the amount of $25 million. This intent is subject to several conditions which directly impact the City of Miami. In consideration of the foregoing, the County and the City do hereby covenant and agree that the submission of the County's Section 108 loan application shall be contingent upon the following provisions: 1) The County Section 108 loan guarantee shall be provided to Parrot Jungle only until such time as the State of Florida Financial Oversight Board overseeing the City is dissolved and the City can apply and substitute itself as a guarantor for a maximum of 80% of the County's Section 108 loan guarantee. 2) At the time the City replaces 80% of the County's Section 108 loan guarantee, the City will agree to subordinate the lease payments due it Parrot Jungle until such time as the remaining County portion of the Section 108 loan guarantee is fully repaid, exclusive of the payments the City is obligated to make to the State of Florida Internal Improvement Trust Fund pursuant to the Partial Modification of Restrictions to Deed No. 19447 dated August 18, 1997. 98- 374 ATTEST: County Clerk ATTEST: Walter J. Foeman City Clerk DP.AFT MIAMI-DADE COUNTY, a metropolitan county of the State of Florida IM County Manager CITY OF MIAMI, a municipal corporation of the State of Florida. M. Jose Garcia -Pedrosa City Manager APPROVED AS TO FORM AND CORRECTNESS: Joel E. Maxwell Interim City Attorney 98- 374 TO FROM CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Honorable Mayor and Members of the City Commission Jose Garcia -Pedrosa City Manager RECOMMENDA DATE: April 14, 1998 35 FILE : SUBJECT: County Section 108 Loan Application Parrot Jungle & Gardens, Inc. REFERENCES: For Commission Meeting of 4/14/98 ENCLOSURES: proposed Resolution & Agreement It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute a Joint Participation Agreement, in substantially the form attached, setting forth the terms and conditions under which the City of Miami shall apply for a U.S. HUD Section 108 loan guarantee to replace 80% of Miami -Dade County's Section 108 loan guarantee Gardens in connection with the financing request by Parrot Jungle and Gardens of Watson Island, Inc. BACKGROUND: The Departments of Community Development and Planning and Development have prepared the attached legislation in cooperation with the City Attorney's Office. On February 3`d, 1998, the Miami -Dade Board of County Commissioners authorized the County Manager to apply for a U.S. HUD Section 108 loan for the Parrot Jungle and Gardens of Watson Island project. The Miami -Dade County approval wds made subject to several conditions which directly impact the City of Miami. At the City Commission meeting of March 24', 1998, the administration was directed to meet with the County Manager's Office regarding the terms of a proposed agreement and to return to the City Commission on April 14'h, 1998. The submission of the County's Section 108 loan application is contingent upon the City and County entering into a Joint Participation Agreement, as approved by the County Commission at its meeting of March 3 Is', 1998. The Agreement, in substantially the form attached, sets forth the terms and conditions under which the City shall apply for a Section 108 loan guarantee to replace the County's loan guarantee in connection with the financing request by Parrot Jungle and Gardens of Watson Island, Inc. as follows: The County loan shall be provided only until such time as the State Financial Oversight Board overseeing the City is dissolved or four (4) years from the date of approval by HUD of the County's loan application, whichever first occurs, and the City has determined, in its sole discretion, that it can apply and substitute itself as a guarantor for a maximum of 80% of the County's loan guarantee. 98 - 37A Honorable Mayor and Members of the City Commission Page Two *exclusive of the City's payments to the Internal Improvement Trust Fund (see below). 2. In the event of a monetary default by Parrot Jungle under the terms of the County loan, until such time as the City substitutes itself as a guarantor, the City shall be obligated to pay to the County a proportionate amount of the amount owed based upon the ratio between the amount of the lease payments paid to the City by Parrot Jungle the amount the County receives by Parrot Jungle for the Miami-DRde Zoo Aviary. In no event shall the City's proportionate amount of a default payment exceed the lease payments received by the City from Parrot Jungle, exclusive of the payments the City is obligated to make to the State of Florida Internal Improvement Trust Fund for the Partial Modification of Restrictions to Deed No. 19447. 3. The County loan shall be subject and subordinate to all conditions and covenants of the Lease Agreement and to the rights of the City in connection with Parrot Jungle's development of Parrot Jungle & Gardens of Watson Island. The Miami -Dade County Office of Community and Economic Development has advised the City that U.S. HUD has verbally approved the arrangement, so long as the Joint Participation Agreement is attached to and made a part of the County Section 108 loan application. JGP:CMC:ARW:aw ct 19"P c: Gwendolyn Warren, Director, Community Development Department Arleen R. Weintraub, Assistant Director, Planning & Development Department 98- 374 JOINT PARTICIPATION AGREEMENT BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI FOR THE PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. SECTION 108 LOAN GUARANTEE APPLICATION THIS JOINT PARTICIPATION AGREEMENT ("Agreement") made this day of , 1998, by and between Miami -Dade County ("County"), a political subdivision of the State of Florida, acting by and through the County Manager, with the approval of the Board of County Commissioners, and the City of Miami ("City"), a municipal corporation of the State of Florida, acting by and through the City Manager, with the approval of the City Commission. RECITAL WHEREAS, the Miami -Dade County Board of County Commissioners has indicated its intent to authorize the County Manager to apply for a Section 108 Loan Guarantee ("Loan") from the U. S. Department of Housing and Urban Development ("HUD"), for Parrot Jungle and Gardens of Watson Island, Inc. ("Parrot Jungle") in the amount of Twenty-five Million Dollars; and WHEREAS, such intent is subject to several conditions which directly impact the City of Miami, NOW THEREFORE, in consideration of the foregoing, the County and the City do hereby covenant and agree to the submission of the County's Doan application, subject to the following terms and conditions: 1. The County Loan shall be provided to Parrot Jungle only until such time as the State of Florida Financial Oversight Board overseeing the City is dissolved or four (4) years from the date of approval by HUD of the County's Loan application, whichever -first occurs, and the City has determined, in its sole discretion, that it can apply and substitute itself as a guarantor for a maximum of eighty per cent (80%) of the County's Loan guarantee ("Guarantee Replacement"). 2. Pursuant to a Collateral Assignment of Lease Payments to be executed by and between the County, City, and Parrot Jungle, until such time as the Guarantee Replacement occurs, in the event of a monetary default ("Default") by Parrot Jungle under the terms of the County Loan, the City's financial obligation in reducing the amount of said Default shall be to pay to the County a proportionate amount of the amount owed by Parrot Jungle ("Default Payment") based upon the ratio between the amount of the lease payments to be paid to the City by Parrot Jungle ("Lease Payments") as set forth in that certain Lease and Development Agreement between the City of Miami, Florida and Parrot Jungle and Gardens Inc. dated September 2, 1997 ("Lease Agreement" and the amount the County shall receive from Parrot exclusive of the city's payments to the Internal Improvement Trust Fund (see below). 9 8 r 374. Jungle for the Miami -Dade Zoo Aviary. In no event shall the City's proportionate amount of the Default Payment exceed the Lease Payments, exclusive of the payments the City is obligated to make to the State of Florida Internal Improvement Trust Fund pursuant to that certain Partial Modification of Restrictions to Deed No. 19447 dated August 18, 1997. 3. Notwithstanding the provisions set forth in Paragraph 2 hereof, the County Loan shall be expressly subject and subordinate to all conditions and covenants of the Lease Agreement and to the rights of the City in connection with Parrot Jungle's development of the project known as "Parrot Jungle & Gardens of Watson Island." IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized officials of Miami -Dade County and the City of Miami, Florida. ATTEST: County Clerk ATTEST: MIAMI-DADE COUNTY, a political subdivision of the State of Florida wo Merrett R. Steirheim County Manager CITY OF MIAMI, a municipal corporation of the State of Florida By: Walter J. Foeman Jose Garcia- Pedrosa City Clerk City Manager APPROVED AS TO FORM AND CORRECTNESS. - Joel Edward Maxwell Interim City Attorney LKKIW243 LKK:w2431kkjointagreement2. doc 98-- 374