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HomeMy WebLinkAboutR-98-0810J-98-845 8/10/98 RESOLUTION NO. 9 81 " A RESOLUTION, WITH ATTACHMENT, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE THE JOINT PARTICIPATION AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI FOR THE PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. SECTION 108 LOAN GUARANTEE APPLICATION, AS AMENDED, THEREBY W SETTING FORTH THE CONDITIONS UNDER WHICH THE CITY SHALL SUBSTITUTE ITSELF AS A GUARANTOR FOR EIGHTY PERCENT (80%) OF THE COUNTY'S SECTION 108 LOAN GUARANTEE ("COUNTY LOAN") PROVIDED IN CONNECTION WITH THE FINANCING FOR PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC.; (ii) CLARIFYING THE PROPORTIONATE PAYMENT RESPONSIBILITIES OF THE CITY AND COUNTY IN THE EVENT OF A MONETARY DEFAULT; AND (iii) CLARIFYING THE FUNDING SOURCE FROM WHICH THE CITY WILL PAY ITS PORTION OF A MONETARY DEFAULT UNDER THE COUNTY LOAN. WHEREAS, on April 14, 1998, the City Commission adopted Resolution No. 98-374 authorizing the City Manager to execute a Joint Participation Agreement (the "Agreement") with Miami -Dade County, setting forth the conditions under which the City of Miami shall substitute itself as a guarantor for eighty percent (80%) of the County's Section 108 Loan Guarantee provided in connection with financing for Parrot Jungle and Gardens of Watson Island, Inc. ("Parrot Jungle"); and WHEREAS, the Contract Review Committee of the State of Florida Emergency Financial Oversight Board (the "Oversight AMOMENT (S)b CONTAINED cn-f cOmmon MEETING OF AU 1 1 1998 Resolution No. Board") has reviewed the Agreement, loan documents, budget projections and related documents for Parrot Jungle and has recommended that the Agreement be amended prior to its approval by the Oversight Board; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized and directed to execute the Joint Participation Agreement, in substantially the attached form, between Miami -Dade County and City of Miami for the Parrot Jungle and Gardens of Watson Island, Inc. Section 108 Loan Guarantee Application, as amended, which includes the following particulars: (i) an additional condition precedent before the City is substituted as a guarantor for 80% of the County's Section 108 Loan Guarantee ("County Loan") provided in connection with the financing for Parrot Jungle and Gardens of Watson Island, Inc. ("Parrot Jungle"), thereby stipulating that the County Loan documents must be properly assigned, endorsed, and transferred without recourse to the City and delivered to the City by the County in order for the substitution to occur; (ii) clarification of the proportionate financial responsibilities of the City and County in the event of a monetary default by Parrot Jungle under the County Loan; and, (iii) specifying that the City's payment in the event of a monetary default by Parrot Jungle - 2 - 98- 810 will be made from the City's Community Development Block Grant funds and only in the event the debt service reserve account established for the County Loan has been depleted. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.1/ PASSED AND ADOPTED this ATTEST: WALTER J. FOEMAN CITY CLERK 11 th APPROV S T 0 CORRECTNESS:e� ILAREL CI ORNEY 824/LKK/BSS day of August , 1998. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not Indicate approval of Oft legislation by signing it In the designated place provided, said legislation now becomes effecdVe with the elapse of ten (10) days from the da of Commiss' action regarding same, without the Mayor exercising a to. Watt J. F n, City Clerk 1� 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. - 3 - 98- 810 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 Loan application, subject to the following terms and conditions: 1. The County Loan shall be provided to Parrot Jungle in accordance with the terms and conditions of that certain Section 108 application for the County Loan and such other documents and instruments evidencing and securing the County Loan (collectively the "Loan Documents"). The City shall substitute itself as a guarantor for eighty per cent of the County Loan ("Guarantee Replacement"), provided the following conditions precedent ("Conditions Precedent") have been fully satisfied: a. At such time as the Guarantee Replacement is to occur, the State of Florida Financial Oversight Board overseeing the City is dissolved or four (4) years has elapsed from the date of approval by HUD of the County Loan application, whichever first occurs; b. The City has a total CDBG Section 108 Loan capacity to substitute itself as a guarantor; C. The County Loan is current and no event of default is in existence under the County Loan at such time as the Guarantee Replacement occurs, and d. The Loan Documents have been properly assigned, endorsed, and transferred without recourse to the City and delivered to the City by the County. Pursuant to the mutual understanding of the parties hereto, the Loan Documents shall clearly set forth the Conditions Precedent and shall specify that in the event all of said Conditions Precedent are not fully satisfied, the City shall not be obligated to proceed with the Guarantee Replacement. 2. 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 amount of the lease payments 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"), exclusive of the City's payments to the State of Florida Internal Improvement Trust Fund', and the amount the County shall receive from Parrot Jungle for the Miami -Dade Zoo Aviary, ("City Payment"). The City Payment shall be made from the City's Community Development Block Grant funds and only in the event the debt service reserve account established for the County Loan has been depleted. 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." 4. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, all prior negotiations between the parties being merged into this Agreement, and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between or among them other than as set forth herein. 5. No change or modification of this Agreement shall be valid unless in writing and signed by the duly authorized officials of the parties hereto. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced. 7. The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review and approve all pending City contracts. As a Pursuant to that certain Partial Modification of Restrictions to Deed No. 19447 dated August 18, 1997, the City is obligated to pay to the State of Florida Internal lmprovcmcnt Trust Fund a portion of the Lease Payments. LKK. W243-LKK-luinlA1Feemen12.duc 2 98- 810 result, contracts shall not be binding on the City until such time as they have been approved by the Oversight Board. Execution of this Agreement by the City Manager shall constitute evidence of its approval by the Oversight Board. 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: Walter J. Foeman City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney LKK/W243 LKK: W243-LKK-JointA¢reement2.doc MIAMI-DADE COUNTY, a political subdivision of the State of Florida Merrett R. Steirheim County Manager CITY OF MIAMI, a municipal corporation of the State of Florida 3 Donald H. Warshaw City Manager