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Home My WebLink AboutR-16-0567City of Miami Resolution R-16-0567 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 1212 Final Action Date: 11/17/2016 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN ASSIGNMENT AND ASSUMPTION AGREEMENT AND TERMINATION OF SUBLEASE ("ASSIGNMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, FOR THE LEASE AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI ("CITY") AND PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC., A FLORIDA CORPORATION ("ASSIGNOR"), DATED SEPTEMBER 2, 1997, AS AMENDED ("LEASE"), AND THE ASSIGNOR'S SUBTENANT, PJG WATSON ISLAND, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY ("SUBTENANT"), FOR THE DEVELOPMENT AND OPERATION OF JUNGLE ISLAND; APPROVING THE TRANSFER OF THE JUNGLE ISLAND LEASEHOLD INTEREST, LOCATED ON WATSON ISLAND, MIAMI, FLORIDA, TO ESJ J.I. LEASEHOLD, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("ASSIGNEE"); CONTINGENT UPON THE CITY'S REVIEW AND APPROVAL OF ALL BACKGROUND CHECKS REQUESTED BY THE CITY, COMPLETION OF THE CITY'S AUDIT OF ALL DEFERRED RENT THROUGH 2013 AND ALLOWING FOR THE CITY'S ONGOING AUDIT OF ALL ACCRUED UNPAID RENT FROM 2013 THROUGH 2016 IN ADDITION TO ANY AND ALL LOANS AND SUCH OTHER OUTSTANDING AMOUNTS THAT MAY BE OWED TO MIAMI-DADE COUNTY ("COUNTY") AND THE CITY TO SURVIVE THE CLOSING, IF NOT FINALIZED BY THEN, WITH PAYMENT OF MONETARY DIFFERENCES OWED THE CITY PAID FROM A PRE -DETERMINED AMOUNT APPROVED BY THE CITY AND SET ASIDE IN AN ESCROW ACCOUNT, IF NECESSARY; PROVISION OF THE COUNTY'S LOAN ASSUMPTION JOINDER AND CONSENT AGREEMENT IN A FORM COMPARABLE WITH THIS ASSIGNMENT AND ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING THE CITY A TRANSFER FEE OF A MINIMUM OF APPROXIMATELY ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00); WITH SUCH ADDITIONAL TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN THE LEASE. WHEREAS, pursuant to Resolution No. 95-676, adopted September 28, 1995, the City Commission ("Commission") authorized the City Manager ("Manager") to commence negotiations for execution of the Lease and Development Agreement between the City of Miami ("City") and Parrot Jungle and Gardens of Watson Island, Inc., a Florida corporation ("Assignor"), dated September 2, 1997, as amended ("Lease") for the development and operation of Jungle Island; and WHEREAS, pursuant to Resolution No. 95-782, adopted November 15, 1995, the Commission accepted the City Clerk's certification and declaration of the results of the special City of Miami Page 1 of 4 File ID: 1212 (Revision:) Printed On: 3/18/2025 File ID: 1212 Enactment Number: R-16-0567 municipal election held on November 7, 1995 at which a majority of votes of qualified voters was cast approving the proposed execution of the Lease between the City and the Assignor; and WHEREAS, pursuant to Resolution No. 00-264, adopted March 23, 2000, the Commission authorized the Manager to execute a development agreement with Miami -Dade County ("County") and the Assignor establishing the terms and conditions of a twenty five million dollar ($25,000,000.00) United States Department of Housing and Urban Development ("HUD") Section 108 Loan Guarantee from the County to the Assignor, referred to jointly and severally with any and all such other amounts owed and obligations due and comprising the Assignor's outstanding debt ("Loans"), and to execute what is deemed Modification No. 1 to the Lease incorporating certain provisions relating to the financing of the project by an institutional lender, and consenting to the Assignor's Sublease Agreement ("Sublease") of the property with PJG Watson Island, L.L.C., a Florida limited liability company ("Subtenant") subject to Assignor not being released from any Lease obligation, ownership and control of the Assignor and Subtenant being identical, Assignor complying with all requirements of Article 8 of the Lease, and Assignor and Subtenant providing the City all documentation required as evidence of full compliance; and WHEREAS, pursuant to Resolution No. 02-460, adopted April 25, 2002, the Commission authorized the Manager to execute Modification No. 2 to the Lease excluding approximately 0.21 acres of its Lease area, which is Florida Department of Transportation ("FDOT") right-of- way property, in exchange for approximately 0.28 acres of other real property on site; and WHEREAS, pursuant to Resolution No. 08-0492, adopted September 11, 2008, the Commission authorized the Manager to execute Modification No. 3 to the Lease permitting the construction of additional capital improvements ancillary to the existing destination visitor attraction, establishing percentage rent for the additional capital improvements at an amount equal to one percent (1 %) of gross revenue received from the Subtenant, modifying the formula for calculating the City's Transfer Fee, with such other terms and conditions as more fully set forth in this Modification No. 3; and WHEREAS, pursuant to Resolution No. 09-0178, adopted April 2, 2009, the Commission authorized the Manager to execute Modification No. 4 to the Lease granting Assignor a forty- eight (48) month deferment of minimum annual rent in the amount of four hundred thousand dollars ($400,000.00), for an aggregate amount of one million six hundred thousand dollars ($1,600,000.00), and any percentage rent due from April 1, 2009 to March 31, 2013 ("Deferred Rent"), with Assignor to pay the Deferred Rent on or before December 31, 2020, with the Deferred Rent allowing Assignor to retain a minimum of four hundred (400) then existing full- time jobs, to secure the City's interest and obligation under the HUD Section 108 Loan Guarantee ("HUD Loan"), and protection of the City's Community Development Block Grant ("CDBG") funding providing for a rent abatement under certain conditions, with such other terms and conditions as more fully set forth in this Modification No. 4; and WHEREAS, the Assignor wants to assign its Jungle Island leasehold interest to ESJ J.I. Leasehold, LLC, a Florida limited liability company ("Assignee"), terminate its Sublease with the Subtenant and seek City approval and execution of an Assignment and Assumption Agreement and Termination of Sublease ("Assignment"); and WHEREAS, the City's Department of Real Estate and Asset Management ("DREAM") has conducted its due diligence and awaits receipt of the required background checks requested by the City for the City's acceptance of the Assignment and for the Assignee's assumption and payment of any and all Loans, Deferred Rent and such other amounts and City of Miami Page 2 of 4 File ID: 1212 (Revision:) Printed on: 3/18/2025 File ID: 1212 Enactment Number: R-16-0567 obligations that may be due from the Assignor and, thereafter the transfer, from the Assignee; and WHEREAS, at DREAM's request, the City's Office of the Auditor General ("Auditor") is engaged in an ongoing audit of any and all Loans, Deferred Rent through March 2013 and accrued unpaid rent for the period from 2013 through 2016 as well as such other amounts and obligations that are due from the Assignor and, thereafter the transfer, from the Assignee, with said audit surviving the closing of the Assignor's transfer of the Jungle Island leasehold interest to the Assignee, with payment of monetary differences owed the City paid from a pre- determined amount approved by the City and set aside in an escrow account, if necessary; and WHEREAS, at DREAM's request, the Auditor is also assisting with the calculation of the Transfer Fee of a minimum of approximately one hundred fifty thousand dollars ($150,000.00) the Assignor will pay the City upon its transfer of the Jungle Island leasehold interest to the Assignee; and WHEREAS, once available, the County will seek the City's execution of a County Loan Assumption Joinder and Consent Agreement for the HUD Loan ("Joinder and Consent"), with the City expecting said Joinder and Consent in a form comparable with this Assignment and acceptable to the City Attorney; 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' to execute the Assignment, in substantially the attached form, relating to the Lease between the City and the Assignor and its Subtenant for that certain land located on Watson Island, in the City of Miami, commonly known as Jungle Island, as more fully described in the Lease. Section 3. The City hereby approves the transfer of the Assignor's interest in the Lease to the Assignee, contingent upon the City's review and approval of all background checks requested by the City and completion of the City's audit of all Deferred Rent through 2013 and accrued unpaid rent from 2013 through 2016, with payment of monetary differences owed the City paid from a pre -determined amount approved by the City and set aside in an escrow account, if necessary. Section 4. The City hereby confirms that the Assignee and the subject Assignment comply with the lease transfer criteria contained in the Lease. Section 5. The Manager is authorized1 to execute the Joinder and Consent regarding the Assignment between the County, the Assignor and Assignee, relating to that certain HUD Loan owed by the Assignor to the County and the City, provided that such Joinder and Consent is in a form comparable to the Assignment and approved by the City Attorney. 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 City Code provisions. City of Miami Page 3 of 4 File ID: 1212 (Revision:) Printed on: 3/18/2025 File ID: 1212 Enactment Number: R-16-0567 Section 6. The payment to the City by the Assignor of a Transfer Fee in a minimum approximate amount of one hundred fifty thousand dollars ($150,000.00), subject to adjustments depending on the results of the City's ongoing audit, is approved. Section 7. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: "ndez, City tor ey 11/7/2016 Z If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) 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. City of Miami Page 4 of 4 File ID: 1212 (Revision:) Printed on: 3/18/2025