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HomeMy WebLinkAboutPre-LegislationJ-00-253 3/14/00 RESOLUTION NO. 264 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 (i) A DEVELOPMENT AGREEMENT WITH MIAMI-DADE COUNTY AND PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC., IN SUBSTANTIALLY THE ATTACHED FORM, ESTABLISHING THE TERMS AND CONDITIONS OF A $25 MILLION SECTION 108 LOAN GUARANTEE FROM MIAMI-DADE COUNTY TO PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. AND (ii) A MODIFICATION TO THE LEASE AND DEVELOPMENT AGREEMENT DATED SEPTEMBER 2, 1997, BETWEEN PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. AND THE CITY, IN SUBSTANTIALLY THE ATTACHED FORM, INCORPORATING CERTAIN PROVISIONS RELATING TO THE FINANCING OF THE PROJECT BY AN INSTITUTIONAL LENDER; AND (iii) SUCH OTHER DOCUMENTS AS MAY BE REQUIRED TO ACCOMPLISH THE PURPOSE OF THE FOREGOING DOCUMENTS, ALL IN FORM AND SUBSTANCE ACCEPTABLE TO THE CITY ATTORNEY; FURTHER CONSENTING TO A PROPOSED SUBLEASE OF THE PROPERTY BY PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. (THE "LESSEE") TO A LIMITED LIABILITY COMPANY TO BE FORMED FOR THIS PURPOSE, SUBJECT TO THE FOLLOWING CONDITIONS: (I) THE LESSEE IS NOT RELEASED FROM ANY OBLIGATIONS UNDER THE LEASE, (II) THE OWNERSHIP AND CONTROL OF THE LESSEE AND THE PROPOSED SUBLESSEE ARE IDENTICAL, (III) THE LESSEE, THE PROPOSED SUBLESSEE AND THE SUBLEASE AGREEMENT COMPLY WITH ALL APPLICABLE PROVISIONS AND REQUIREMENTS OF ARTICLE 8 OF THE LEASE, AND (IV) LESSEE AND SUBLESSEE PROVIDE TO THE CITY SUCH DOCUMENTATION AS THE CITY MAY REQUIRE TO EVIDENCE FULL COMPLIANCE WITH THE CONDITIONS SET FORTH HEREIN, ALL IN FORM AND SUBSTANCE ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS MAY BE REQUIRED FOR THESE PURPOSES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. \ATT H E T CITY COMMISSION MEETING OF MAR 2 3 2000 Resolution No. 0 264 WHEREAS, Miami -Dade County applied for a loan guarantee pursuant to the U.S. Housing and Urban Development ("HUD") Section 108 loan guarantee program to facilitate the development of the Parrot Jungle and Gardens of Watson Island project; and WHEREAS, the City of Miami ("City") and Miami -Dade County ("County") entered into a Joint Participation Agreement ("JPA") dated September 9, 199a, in which the City agreed to replace the County as the guarantor of 800 of said HUD loan, upon satisfaction of the following conditions: (a) the earlier of (i) the dissolution of the State of Florida Financial Oversight Board, or (ii) four years from the date of approval by HUD of the County loan application; (b) the City has a total Community Development Block Grant ("CDBG"). Section 108 loan capacity to substitute itself as guarantor; (c) the County loan is current and no event of default is in existence; and, (d) the endorsement of the loan documents by the County in favor of the City, without recourse, subject to the County's continuing interest as a guarantor of twenty percent (200) of the County loan; and WHEREAS, HUD approved County's Section 108 loan application on April 26, 1999, in the amount of $25 million, subject to certain conditions (the "Section 108 Loan"); and WHEREAS, the County, Parrot Jungle and Gardens of Watson Island, Inc. and the City wish to enter into a Development Agreement which establishes the terms and conditions of the Page 2 of 6 Section 108 Loan and the City's agreement to replace the County as guarantor of 80% of said Loan, including the City's agreement to "use its reasonable good faith efforts not to reduce its CDBG Section 108 loan capacity to allow it to substitute itself as a guarantor for eighty percent (80%) of the Section 108 loan"; and WHEREAS, it is further necessary to modify the Lease and Development Agreement dated September 2nd 1997, between Parrot Jungle and Gardens of Watson Island, Inc. and the City (the "Lease".) to incorporate certain provisions relating to the financing of the Project by a private lending institution, as contemplated in the Lease and the Development Agreement; and WHEREAS, the principals of Parrot Jungle and Gardens of Watson Island, Inc. have requested the City to consent to a sublease of the entire property to a limited liability company, to be formed for this purpose, and represent to the City that the sole reason and purpose for the proposed sublease are income tax and estate planning considerations, and that ownership and control of the new entity will be identical with that of Parrot Jungle and Gardens of Watson Island, Inc.; and WHEREAS, the Lease grants the City full discretion to consent, or withhold its consent, to any proposed transfer by Parrot Jungle and Gardens of Watson Island, Inc., including a sublease; Page 3 of 6 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 authorizedl1 to execute a Development Agreement with Miami -Dade County and Parrot Jungle and Gardens of Watson Island, Inc., in substantially the attached form, establishing the terms and conditions of a $25 million Section 108 loan guarantee from Miami -Dade County to Parrot Jungle and Gardens of Watson Island, Inc., together with such other documents as may be required to accomplish the purpose of said agreement, in form and substance acceptable to the City Attorney. Section 3. The City Manager is hereby further authorizedll to execute a Modification to the Lease and Development Agreement dated September 2, 1997, between Parrot Jungle and Gardens of Watson Island, Inc. and the City, in substantially the attached form, incorporating certain provisions relating to the financing of the Project by an institutional 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 lender, together with such other documents as may be required to accomplish the purpose of said agreement, in form acceptable to the City Attorney. Section 4. The proposed sublease of the property by Parrot Jungle and Gardens of Watson Island, Inc. (the "Lessee") to a Limited Liability Company to be formed for this purpose is approved, subject to the following conditions: (i) the Lessee is not released from any obligations under the Lease, (ii) the ownership and control of the Lessee and the proposed Sublessee are identical, (iii) the Lessee, the proposed Sublessee, and the Sublease Agreement comply with all applicable provisions and requirements of Article 8 of the Lease, and (iv) Lessee and Sublessee provide to the City such documentation as the City may require to evidence full compliance with the conditions set forth herein, all in form and substance acceptable to the City Attorney. Section 5. Upon satisfaction of all of the conditions set forth in Section 4 above, the City Manager shall be authorized to execute such documents as may be required to consent to the sublease, in a form acceptable to the City Attorney. o Page 5 of 6 r Section 6. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.' PASSED AND ADOPTED this 23rd day of March ATTEST: , 2000. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of this legislation by signing it in the designated 'plea ; provided, said Iegisia tior becomes effective with the elapse of ten (1 i days ",am the ate of 'om.miss:: regarding same, without the Mayor exe r' WALTER J. FOEMAN CITY CLERK APPROVED_' '• F "' 7 ND CO ' TNESS: RO VI ARELLO TTORNEY,.A (/' 246:ORS:RCL Waite J. Foem ;—y Ierk 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 6 of 6 City of Miami Legislation Resolution: R-07-0405 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 07-00895 Final Action Date: 7/10/2007 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A PARTICIPATION AGREEMENT AND AN ASSUMPTION OF LOAN GUARANTEE ASSISTANCE AND LIABILITY AND PLEDGE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM(S), PROVIDING FOR THE CITY OF MIAMI'S ("CITY") ASSUMPTION OF EIGHTY PERCENT (80%) OF MIAMI-DADE COUNTY'S ("COUNTY") LIABILITY UNDER THE SECTION 108 LOAN USED BY THE COUNTY, TO FUND A $25,000,000, LOAN TO PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. ("PARROT JUNGLE"), AND ALL OTHER DOCUMENTS AS MAY BE REQUIRED IN CONNECTION TO SUCH ASSUMPTION, SUBJECT TO CITY ATTORNEY APPROVAL; WAIVING SATISFACTION OF THE CONDITIONS PRECEDENT TO SUCH ASSUMPTION SET FORTH IN THE JOINT PARTICIPATION AGREEMENT DATED SEPTEMBER 9, 1998, BETWEEN THE CITY AND THE COUNTY; FURTHER CONSENTING TO THE MODIFICATION OF THE TERMS OF THE LOAN FROM THE COUNTY TO PARROT JUNGLE, AS MORE SPECIFICALLY DESCRIBED HEREIN. 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 must be current and no event of default is in existence and that the County assign to the City all of the documents securing the Loan (the "Loan Documents"); and WHEREAS, the County is 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 WHEREAS, Parrot Jungle has cured, and/or the County has 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 has 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 City of Miami Page 1 of 2 File Id: 07-00895 (Version: 2) Printed On: 4/27/2021 File Number: 07-00895 Enactment Number: R-07-0405 August, 2011 (the "Deferral"), and (II) require that all amounts that Parrot Jungle would have been required to pay during the Deferral, totaling $17,277,000 (the "Deferred Amount"), plus interest at the rate of 5% shall be payable in 10 equal annual installments commencing in 2020, provided that the Parrot Jungle Loan has been fully paid; and WHEREAS, it is 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 herein, and to assume 80% of the County's obligations under the 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 Commission waives satisfaction of all the conditions precedent to the City's assumption of the County's obligations under the Section 108 Loan described in the JPA. Section 3. The City Manager is authorized{1} to execute the Participation Agreement and the Assumption of Loan Guarantee Assistance Liability and Pledge Agreement, substantially in the attached forms, and such other documents as may be required, subject to the City Attorney's approval, to assume eighty percent (80%) of the County's obligations under the Section 108 Loan. Section 4. The modification of the Parrot Jungle Loan to defer payment of the Deferral Amount until and including the payment of August, 2011, is approved and the City Manager is authorized{1} to execute such documents as may be required to evidence this approval, subject to City Attorney approval. Section 5. 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 2 of 2 File Id: 07-00895 (Version: 2) Printed On: 4/27/2021 City of Miami Legislation Resolution: R-09-0178 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 09-00296 Final Action Date: 4/2/2009 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A FOURTH MODIFICATION OF THE LEASE AND DEVELOPMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, TO THE LEASE BETWEEN THE CITY OF MIAMI ("CITY") AND PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. ("PARROT JUNGLE"), FOR THE PURPOSE OF GRANTING PARROT JUNGLE A FORTY EIGHT (48) MONTH DEFERMENT OF MINIMUM ANNUAL RENT IN THE AMOUNT OF $400,000, FOR AN AGGREGATE AMOUNT OF $1,600,000, AND ANY PERCENTAGE RENT DUE FROM APRIL 1, 2009 TO MARCH 31, 2013 (THE "DEFERRED RENT"), WITH PARROT JUNGLE TO PAY THE DEFERRED RENT ON OR BEFORE DECEMBER 31, 2020; THIS DEFERRED RENT WILL (1) ALLOW PARROT JUNGLE TO RETAIN A MINIMUM OF FOUR HUNDRED (400) EXISTING FULL-TIME JOBS, (2) SECURE THE CITY'S INTEREST AND OBLIGATION UNDER THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SECTION 108 LOAN MADE TO PARROT JUNGLE, AND (3) PROTECT THE CITY'S COMMUNITY DEVELOPMENT BLOCK GRANT FUNDING; PROVIDING FORA RENT ABATEMENT UNDER CERTAIN CONDITIONS; WITH OTHER TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID MODIFICATION. WHEREAS, the City of Miami ("City") entered into a Lease and Development Agreement with Parrot Jungle and Gardens of Watson Island, Inc. ("Parrot Jungle") on September 2, 1997 for an initial forty-five (45) year term with a fifteen (15) year option period ("Lease"); and WHEREAS, on January 9, 2001, Miami -Dade County made a Department of Housing and Urban Development Section 108 loan to Parrot Jungle in an amount of $25 million for the construction and operation of the Parrot Jungle and Gardens of Watson Island Project ("HUD Loan"); and WHEREAS, on July 10, 2007, pursuant to Resolution No. 07-0405, the City Commission approved an assumption by the City of an eighty percent (80%) interest and obligation in the HUD Loan; and WHEREAS, due to unforeseen circumstances, Parrot Jungle has requested that the City grant it a deferment of Minimum Annual Rent and Percentage Rent for forty-eight (48) months to (1) allow Parrot Jungle to retain a minimum of four hundred (400) existing full-time jobs, (2) secure the City's interest and obligation under the HUD Loan, and (3) protect the City's Community Development Block Grant funding; and WHEREAS, the City, through a Fourth Modification of the Lease and Development Agreement ("Modification"), is willing to modify the terms of the Lease to defer the Minimum Annual Rent in the City of Miami Page 1 of 3 File Id: 09-00296 (Version: 3) Printed On: 5/6/2021 File Number: 09-00296 Enactment Number: R-09-0178 amount of $400,000, for an aggregate amount of $1,600,000, and any Percentage Rent due from April 1, 2009 to March 31, 2013 (the "Deferred Rent"); and WHEREAS, Parrot Jungle shall pay to the City the Deferred Rent on or before December 31, 2020; and WHEREAS, if Parrot Jungle pays the HUD Loan in full on or before August 1, 2020, the Deferred Rent minus $800,000 shall convert to and become a permanent abatement, with the $800,000 due on or before December 31, 2020; and WHEREAS, Parrot Jungle acknowledges that the Property is subject to certain restrictions contained in Deed No. 19447 made by the Trustees of the Internal Improvement Fund of the State of Florida ("Trustees") to the City dated February 24, 1949, as modified by that Partial Modification of Deed dated August 18, 1997, as it pertains to the Lease; and WHEREAS, Parrot Jungle shall remain responsible for any and all payment of state fees and shall continue to pay such state imposed fees during the Deferred Rent period, as such fees are due and payable to the Trustees under the Lease and the Modification; and WHEREAS, Parrot Jungle shall remain responsible for any and all payments of Impositions, as provided for under Article I, Section 1.2 of the Lease and shall continue to pay such Impositions during the Deferred Rent period, as such Impositions are due and payable under the Lease and the Modification; and WHEREAS, Parrot Jungle has agreed that for all City sponsored events held at Parrot Jungle and Gardens of Watson Island the fee charged shall be at a reduced negotiated price for a ten (10) year period from the date of execution of the Modification, and any such City sponsored events shall be approved by the City Manager and the City's Chief Financial Officer, and shall not be eligible to receive a booking guarantee until sixty (60) days prior to the event date; 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 execute a Modification, in substantially the attached form, for the purposes set forth herein. Section 3. The City hereby grants Parrot Jungle a forty-eight (48) month deferment of Minimum Annual Rent in the amount of $400,000, for an aggregate amount of $1,600,000, and any Percentage Rent due from April 1, 2009 to March 31, 2013, with said Deferred Rent minus $800,000 to become a permanent abatement if Parrot Jungle pays its HUD Loan in full on or before August 1, 2020, with the $800,000 due on or before December 31, 2020. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} City of Miami Page 2 of 3 File Id: 09-00296 (Version: 3) Printed On: 5/6/2021 File Number: 09-00296 Enactment Number: R-09-0178 Footnotes: {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. {2}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 City of Miami Page 3 of 3 File Id: 09-00296 (Version: 3) Printed On: 5/6/2021