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Home My WebLink AboutR-11-0442City of Miami Legislation Resolution: R-11-0442 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11-00983 Final Action Date: 10/27/2011 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND TO EXECUTE AMENDMENTS TO THE PARTICIPATION AGREEMENT (INCLUDING ALL THE ATTACHMENTS THERETO, DATED AS OF AUGUST 3, 2007 ("PARTICIPATION AGREEMENT"), AND THE ASSUMPTION OF LOAN GUARANTEE ASSISTANCE AND LIABILITY AND PLEDGE AGREEMENT, INCLUDING ALL ATTACHMENTS THERETO, ("ASSUMPTION"), AFTER CONSULTATION WITH THE CITY ATTORNEY, PROVIDING FOR THE REFINANCING OF THE CITY OF MIAMI'S ("CITY") ASSUMPTION OF NOT TO EXCEED EIGHTY PERCENT (80%) OF MIAMI-DADE COUNTY'S ("COUNTY") LIABILITY UNDER THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT'S SECTION 108 LOAN ("SECTION 108 LOAN") USED BY THE COUNTY, IN CONNECTION WITH THE MODIFICATION OF SECTION 108 LOAN WHICH WAS IN THE ORIGINAL PRINCIPAL LOAN AMOUNT OF $25,000,000, FOR PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. ("PARROT JUNGLE"), AND ALL OTHER DOCUMENTS AS MAY BE REQUIRED IN CONNECTION TO AMENDING SUCH PARTICIPATION AGREEMENT AND ASSUMPTION TO PROVIDE COSTS SAVINGS TO THE CITY AND THE COUNTY, SUBJECT TO CITY ATTORNEY APPROVAL; FURTHER CONSENTING TO AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND TO EXECUTE, AFTER CONSULTATION WITH THE CITY ATTORNEY, ANY OTHER RELATED MODIFICATIONS, AMENDMENTS, SUPPLEMENTS, AND OTHER DOCUMENTS AS NECESSARY, TO ACCOMPLISH SUCH COST SAVINGS TO THE CITY. WHEREAS, on January 9, 2001, Miami -Dade County ("County") made a loan to Parrot Jungle and Gardens of Watson Island ("Parrot Jungle"), in the original principal amount of Twenty -Five Million Dollars ($25,000,000) to facilitate the financing of the development of the Parrot Jungle and Gardens of Watson Island Project (the "Parrot Jungle Loan"); and WHEREAS, the County funded the Parrot Jungle Loan by virtue of a $25,000,000, loan guaranteed by the United States Department of Housing and Urban Development ("HUD") which was advanced to the County pursuant to the Section 108 Loan Guarantee Program (the "Section 108 Loan"); and WHEREAS, the City of Miami ("City") and the County entered into a Joint Participation Agreement dated September 9, 1998 ("JPA"), in which the City agreed to replace the County as the guarantor of 80% of the Section 108 Loan, upon satisfaction of certain conditions set forth therein, including the conditions that the Parrot Jungle Loan be current and no event of default wa in existence and that the County assign to the City all of the documents securing the Loan (the "Loan Documents"); and WHEREAS, the County was not able to assign the Loan Documents to the City pursuant to the provisions of the documents evidencing or securing the Section 108 Loan; and City of Miami Page 1 of 3 File Id: 11-00983 (Version: 1) Printed On: 10/20/2017 File Number: 11-00983 Enactment Number: R-11-0442 WHEREAS, Parrot Jungle then cured, and/or the County then agreed to waive and not enforce, certain events of non-performance by Parrot Jungle under the Loan Documents; and WHEREAS, to assist Parrot Jungle to cure its failure to make payments under the Parrot Jungle Loan, the County agreed, subject to the City's approval, to modify Parrot Jungle's obligations under the Loan Documents to (I) provide that Parrot Jungle shall not be obligated to make any payments under the Parrot Jungle Loan from August, 2006, through and including the payment due in August, 2011 (the "Deferral Period"), and (11) required that all amounts that Parrot Jungle would have been required to pay during the Deferral Period, totaling $17,277,403 (the "Deferred Amount"), plus interest at the rate of 5% shall be payable in 10 equal annual installments commencing in 2019, provided that the Parrot Jungle Loan has been fully paid; and WHEREAS, it was determined to be in the best interest of the City to consent to the modification of the Parrot Jungle Loan to defer payment of the Deferred Amount, as set forth therein, and for the City to assume 80% of the County's obligations under the Section 108 Loan; and WHEREAS, on July 10, 2007, pursuant to Resolution No. 07-0405, the City Commission authorized the City Manager to execute a new Participation Agreement, including all attachments thereto, with the County which was dated as of August 3, 2007, (the "Participation Agreement") and an Assumption of Loan Guarantee Assistance and Liability and Pledge Agreement, including all attachments thereto, with the County and HUD (the "Assumption") and all other necessary documents in connection with such loan modification and assumption and related modifications of the modifications of the terms of the Parrot Jungle Loan from the County to Parrot Jungle; and WHEREAS, the original Section 108 Loan amount has been paid down to $15,560,000; and WHEREAS, recently the County and HUD have advised the City of the opportunity to further modify the Section 108 Loan for additional savings by reducing the interest rate without extending the maturity of the Section 108 Loan and it is in the best interests of the City to amend the Participation Agreement and the Assumption and all other necessary documents to obtain such savings without extending the maturity of the original Section 108 Loan; 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 adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1} to negotiate and to execute amendments to the Participation Agreement, including all attachments thereto, dated as of August 3, 2007 ("Participation Agreement"), and the Assumption of Loan Guarantee Assistance Liability and Pledge Agreement, including all attachments thereto, ("Assumption"), after consultation with the City Attorney, and such other documents as may be required, subject to the City Attorney's approval, providing for the refinancing of the City of Miami's ("City") assumption of not to exceed eighty percent (80%) of Miami -Dade County's ("County") liability under the United States Department of Housing and Urban Development's Section 108 Loan ("Section 108 Loan") which was in the original principal amount of $25,000,000, for Parrot Jungle and Gardens of Watson Island, Inc. ("Parrot Jungle"), and all other City of Miami Page 2 of 3 File Id: 11-00983 (Version: 1) Printed On: 10/20/2017 File Number: 11-00983 Enactment Number: R-11-0442 documents as may be required in connection to amending such Participation Agreement and Assumption to provide cost savings to the City and the County, subject to City Attorney approval. Section 3. The City Commission further consents to and authorizes the City Manager to negotiate and to execute, after consultation with the City Attorney, any other related modifications, amendments, supplements and other documents as necessary to accomplish such cost savings to the City. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: {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. {2} 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. City of Miami Page 3 of 3 File Id: 11-00983 (Version: 1) Printed On: 10/20/2017