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HomeMy WebLinkAboutM-98-0475CITY OF MIAMI. FLORIDA EX4FER-OFF➢C TC : Honorable Mayor and Members of Lhc C!Ly Cui=ission FROM Jose G=cia-Pedrosa City Managcr 22 April28, 1998 DATE : FILE: SUBJECT: Parrot Jungle Section 108 Loan REFE19GNOC3: ENCLOS'JRE5: As directed at the April 14, 1998, commission meeting, an analysis of the Parrot Jungle Section 108 Loan Application for $25 million has been performed and a recommendation is presented hereon for your considetatinn_ Attached you will find two analyses completed by Erdal Donmez, Development Coordinator for the CRA and Bob Nachlinger, consultant to the City_ Additionally, T have attached a letter proposal submitted by our external auditors, KPM6, detailing their fees and providing an overview of the scope of work entailed to perform such an analytic_ RACKr12.C_IUND Ry way of background, it should be noted that Parrot Jungle and Gardens, Inc. of Watson Island ("Parrot Jungle') executed a lease with the City of Miami on September 2, 1997. Said lease identifies Parrot Jungle's financial obligations in Section 4.2 wherein it states the lessee shall ``secure sufficient capital to construct the leasehold improvements..." and "shall expend no less than (a combined $26.3 million)...". Furthermore, Section 4.3(ii) of the Lease, Delivery of Possession of Subject Property, states that "The City Manager shall have received the commitment or commitments for the construction and/or permanent financing.", In May of 1996, Parrot Jungle approached the City of Miami to explore the possibility of utilizing a CD Float Loan to finance the project improvements_ The CD Float Loan required Parrot Jungle to obtain a commitment letter from a bank collateralized by a stand-by letter of credit, which was never evidenced- Thereafter, Parrot Jungle approached the County to explore utilizing their Section 108 Loan capacity to provide financing for the project. Parrot Jungle's initial financing request was for $21 million and has subsequently been increased to $25 million. The County considered this loan application based on the project's regional impact and benefit. On February 3, 1998, the Board of County Lommissioners conditioned their approval of the application for the Section 108 Loan to Parrot Jungle on 1) the City's agreement to substitute itself as the guarantor or the Section 108 Loan upon dissolution of the City's Finamiul Oversight Board, and 2) subordination of the City's lease payments from Parrot Jungle to the County's Section 108 Loan guarantee. 9 8 - 475 CITY MANAGER MRC Fax:3054161910 May 5 '98 17:23 P.02r20 At the February 3, 1998, County Commission meeting, the Board of County Commissioners questioned why this application was before them as opposed to being presented as a City application. At that time, the County Commission was advised that the City did not consider Parrot Jungle's application for Section 108 due to the City's fiscal crisis. As a result of that response, the County Commissioners then proffered the condition subsequent providing for the City to substitute itself as a guarautor for 80% of the loan upon dissolution of the Financial Oversight Board. No discussion evolved regarding the application's merits based upon the projece's regional impact and its community -wide benefits. ANALYSIS As revised, the financials show the project is viable. "i he assumptions are reasonable and in some places conservative. The project has a significant regional impact. Ins addition to the jobs that will be created, economic benefits will accrue to the tourist and visitor indusixy, countywide. An analysis of the actual and projected income for Parrot Jungle for years 1994-2009 is attached. This analysis reveals an annual percentage growth consistent with historical growth rates. Parking and banquets represent new revenue sources that are incorporated into the projections and represent approximately 21% of total revenues. Conservatively, while revenues have doubled, cost of sales, as a pci- ventage of total revenues, has increased from 13% to approximately 16%. Operating expenses are also projected at a higher percentage of sales. The available income for years 1998, 1999 and 2000 are insufficient to fund the costs of the Section 108 Loan. This shortfall is funded by a $2.9 million capitalized interest reserve built into the loan amount_ Moreover, the prujGt:,tions rcflut a S39,000 operating deficit during 1998 which should be funded by Parrot Jungle. In summary, assumption of 80% of the County loan at the conclusion of the 4' year, totals $19,840,000. Debt service coverage for the total loan amomt is projected to be 2.3 times in that year and therefore, the project is deemed viable. Additional recommendations are as follows: • Economic incentives through the Wages Program, the Urban Jobs Credit Program or otl-ier grant progr=u should be pursued and required as a Part of the Section 108 Loan Agreement, thereby reducing fixed operating expenses and ensuring a direct benefit to the local job market. 98- 4 elt 5 CITY MANAGER MRC Fax:3054161910 May 5 '98 17:23 P.03`20 • Based upon any additional resources that may be dedicated to this project through economic incentives ur other grant programs, the loan amount should be reduced accordingly_ • This loan is subject to the review and approval by HUD and any additional conditions or wllatcml that HUD may requirc. • The ruiul Pwticipation Agrccmcat between Miami -Dade County and the City should be modified to provide for the City to substitute itself as a guarantor for a maximum of 80% of the Comity's Loan gutaranteo provided that 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. RE COIDd NDAT1ON Based upon the reports submitted and an internal discinsion with our consultant, the Mayor's Chief of Staff and the CRA staff, it is recommended that the City approve the joint participation agreement as modified and ennditioned upon no existence of an event of default at the time of substitution. JGP:CMC:sg 98- 475 CITY MANAGER MRC Fax:305416191C May 5 '98 17:23 P.04/20 .IOINT PARTICIPATION AGREEMENT - BE Eca MIAMI-DADE COUNTY AND CITY OF MIAMI M THE PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC. SECTION 109 LOAN QUARANTIE 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. ECITAL WHEREAS, the Miarni-Dade County Board of County Commissioners has indicated its intent to authorize the County Manager to apply for a Section 108 Loan Guarantee ("Loan") fl uin 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 Milliun Dollars; and WHEREAS, such intent is subject to several conditions which directly impact the City of Miami; NOW THEREFORE, in consideratiun 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 Lori shall be provided to Parrot Jungle only until surh 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, whinhever- first occurs, and the We diseredef that it can apply and substitute itself as a guarantor for City has determined, � , a maximum of eighty per cent (80°.10) of the County's Loan guarantee ("Guarantee Replacement"); provided that the County Loan is current and no event of default is in existence under the Caunty Luau at such time as the Guarantee ReRlacexnent arcurs. 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 98- 475 CITY MANAGC-R MRC Fax:305416191C May 5 '98 17:23 P.05i20 Agreement between the City of Miami, Florida and Parrot Jungle and Gardens Inc. dated September 2, 199'/ ("Lease Agreement"), exclusive of the City's payments to the internal Improvement Trust Fund, and the amount the County shall, receive from Parrot Jungle for the Miami -Dade Zoo Aviary. In nu event shall the City's proportionate amoi.int of the Default Payment exceed the Lease Payments, exclusive of the payments the City is obligated to make to the State of Florida Inter nal 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." LN W%rMESS WHERVOF, this Agreement has been executed by the duly authorized officials of Miami -Dade County and the City of Miami, Florida. ATTEST: MIAMI-DADE COUNTY, a political subdivision of the State of Florida By.. County Clerk Merrett R. Steirheim County Manager ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: Walter J. Foeman Jose Garcia- Pedrosa City Clerk City Manager APPRO V ED AS TO FORM AND CORRECTNESS: Alejandru vlarello City Attorney LKK/W243 I.KK: W243-LKK-ictii AU=mdnt2.ddx: 98- 475 CITY MANAGER MRC Fax:305416191C APR-24—'98 FRi 29:58 jII:HMSTDOF?NHNcL May 5 '98 17:24 P,06/20 !CL NQ; "fco rQ.J. 790 N. liome,te.Ad 314. Houmte&J, FL 33030 (305) 247.1801 ]VACSYAflHH.IRCOW"R SHIMlf� Il' DATU- W — 24 `5y TO: CAO is W,4- FROM. w.i�i ...�i- ■ v4f.4"Of 1149 "•' fitirl•Nling IN.' o1wrl): 98- 4'75 1 4/24198 10�OZ' ParrotJungle and Gardens Inc. o 9 Analysis of Actual and Projected Income For the Years ended Deoemoer 31,1904 through 2009 o °u (coo) -1g94 Actual - ----- Pr*cted 1 -9-�- 1998 9 2000 2001 7 T 2004 ZgQ5 '006 �007 200E 2009 Admissions 1.762 2,003 2,142 2,551 2.889 3.271 4,891 6,331 6,352 6,024 7,738 8,852 9,118 10,166 10.673 11,738 Food 652 669 723 725 761 779 1,870 2,238 2,681 3,188 3.428 3,804 4,034 4,298 4,677 4,025 Merchandise 591 616 755 743 806 873 1,479 1.960 2,243 2.622 2.622 3,133 3.313 3,616 3,763 3.950 Parking 701 868 946 1,473 1,517 1,608 1,657 2,067 2,171 2,236 BaiquAts 2.115 2,306 2.514 2.740 2,822 2,991 3,147 3,273 3.437 3.640 a Special Events 148 105 207 292 395 539 1,237 1,448 1,687 1,933 2,070 2,277 2,452 2,619 2,022 2,981 Ln Pictures 26 63 63 132 234 416 177 193 210 229 250 272 297 324 352 384 Misc. 10-1 W 41 M 318 M M 322 378 j3j 4S7 815 65633 620 687 745 M.. ro z Total lnccme 33 660 3.833 4.�i1 4.762 6.393 fijX 12.74g 1 17�Oii 19.545 21,112 23,452 24,581 26.8Bt 28,682 30,499 11 Anmml Percentage Growth Admissions 1.137 1.069 1.191 1.132 1.132 'iA95 1.090 1.192 1.090 1.118 1.144 1.030 1.116 1.060 1.100 A FD3d 1.026 1.051 1.003 1.037 1.037 2.401 1.222 1.173 1.181) 1.C76 1.110 1.080 1.065 1.088 1.= �g Merchandise 1.042 1.226 0.984 1.064 1.084 1.694 1.258 1.206 1.169 1.C76 1.110 1.057 1.061 1.071 1.050 iz . Parking 1.238 1.090 1.557 1.030 1.060 1.030 1.241 1.050 1.330 r 61 Banq ueta 1.090 1.090 1.090 1.030 1.060 1.052 1.040 1.050 1.030 o Special Events 0.7D9 1.071 1.411 1.364 1.364 2.295 1.171 1.185 1.146 1.071 1.100 1.077 1.068 1.078 1. D56 pkwm 2.038 1.199 2.095 1.774 1.774 0.427 1.090 1.088 1.D90 1.002 1.088 1.092 1.091 1.086 1.091 6 Misc. 1.016 0.881 0.935 O.DW 0.000 0.875 1.154 1.174 1.153 1.071 1.103 1.093 1.101 1 A,38 1.084 Total Income 1.077 1.iO4 1.126 1.1331 1,149 2.058 1.146 1.164 1.149 1.080 1.111 1.164 1.094 1.033 1.067 m V -- �ri (Y-CD wm CL W V I U � I lzr r` cep o" M u CD A rnz Q u� oL ma T n r :1 F � wCE z N ` Q F-- H U Parrot Jungle and Gardens Inc Analysis of Actr.ai and Projected Expense For the Years ended December 31,1994 through 2009 (000) Actual Pna)ected 994 1�95 19E6 1 j 19 200] 2C0 2002 2QO L— 0 �¢ 07 2008 Cosa of Sales Food 284 298 313 609 613 761 870 929 1.039 004 1,113 1.277 1,344 McTbandise 264 277 291 621 781 942 1,101 1,185 1.316 1.392 1,476 1.580 1.659 Banquets 529 677 626 085 706 748 787 819 86D 685 Special Events 371 435 508 580 621 6833 738 786 847 695 Plclums 41 43 Ai 44 4A 53 51 62 69 74 81 08 96 Total COGS 614 477 561 589 610 6W9 2.074 2.454 2" 3_,293 3.503 3.655 4.093 4,3:i5 486 4.i79 Gross Profit 3.046 3.356 3.680 4.173 4,775 §,W 10,675 1Z i6g 14,131 10,252 17,609 10,697 2-3,488 22.646 23 9s2 N,620 Operating Experses: Adrerbsing 193 353 280 246 275 40D 446 609 596 670 726 810 850 92C 879 1.048 Audio EgWpment 6 3 7 13 12 12 11 12 15 17 18 20 21 22 24 26 Bad Debt 6 2 0 0 5 5 6 7 9 10 10 12 12 13 '4 15 Bank Charges 21 28 36 38 40 45 50 57 67 75 81 91 95 103 109 117 Cash o erfshort 6 1 0 2 1 1 1 2 2 2 2 2 3 3 3 3 Ccnhact Secvrlti 0 45 29 33 56 60 '63 175 204 234 253 251 295 323 343 366 Untributions 2 7 4 11 8 6 3 3 3 4 4 6 5 6 6 6 Delivery 18 0 16 16 19 22 28 32 37 42 45 51 53 57 61 65 DL®a & Subscriptions 24 i8 32 30 30 29 28 32 37 42 45 51 53 57 61 65 Education Expense ? 4 1 0 15 30 13 is 18 20 22 24 26 28 299 32 Equipment tease 1 1t 30 10 11 13 15 16 18 19 20 22 23 Feed & Medlical Sup. 42 49 61 125 9C 100 116 133 166 174 189 211 221 230 256 273 Fikn Expense 13 19 27 32 4C 65 102 116 126 138 150 164 178 194 212 231 Insurance 71 70 83 88 100 130 147 168 196 226 243 270 283 310 329 351 Malting 31 81 83 83 60 40 9 10 12 13 14 16 17 i8 19 20 Maintenance 11i ;repair 61 67 82 90 110 175 283 323 378 425 461 614 540 534 621 665 Mileage 7 6 6 6 7 8 10 10 12 i2 13 14 16 .9 Paarot Jungle and Gardens Ina (D) Anaiysis of Actual and Projeded Expense 11 ' Fx the Years ended 13eceadw 31,1994 through 2009 C (000) �F Actual Projected j99d 1993 _ _ 19�7 1 1 999 LOOD 2001 2002 2d 2004 2Q0$ M 2007 M M Misccellanous 28 28 22 29 30 30 30 35 41 4E 60 55 58 63 67 71 ,;• Office Supplies 27 20 35 24 30 35 43 49 57 64 69 73 81 88 93 100 Party rentals 1 1 1 38 25 28 30 80 94 105 114 127 134 145 154 165 Payroll' 1,788 1,639 1,737 1.629 1,675 1,760 3,756 3,782 3,983 4,281 4,382 4.825 6,082 5,494 5.943 6,195 a Payroll Services 52 231 238 249 265 30-)531 554 670 603 811 379 712 778 828 883 - Postage 8 10 6 10 12 15 19 21 25 28 30 34 35 38 41 43 `n Printing 26 e8 39 79 90 120 183 210 245 281 304 338 354 387 411 439 Prof. Fees - Acct, 37 40 43 48 49 49 51 52 64 56 57 59 61 - Prof. Fees -•Comput_ 32 45 55 67 77 89 102 111 123 US 141 150 160 j Prof Fees- Legal 34 so 4D 25 26 27 27 28 29 30 31 22 33 Prof. Fees - Other 55 99 89 25 15 8 2 2 2 3 3 3 4 4 4 4 Prd. Fees - Vet 2 4 4 4 6 6 7 8 8 $ 9 9 '10 Rent Expense 12 18 38 21 24 28 32 34 38 40 43 46 49 Supplies 72 39 60 62 50 40 39 46 52 69 64 71 75 81 86 92 Travel 14 11 17 17 16 12 18 19 22 26 27 30 31 34 36 38 Unforms 15 15 19 18 25 35 54 62 72 83 90 10D 105 114 122 130 - Utilities 137 131 L4 1 g2 180 M :,)qQ 309 318 328 338 346 358 369 380 391 �g o � Ta l Operating 2.764 3-09 3.142 3.261 3.451 3.936 f•58Q t'.962 'T.359 8.241 jMA 9.d88 9.Q75. 10,786 11,462 12,185 M � f ? Tomt Operating -'talk M 538 02 13 j&A 4,,,,- 9,� c 8 LM L 1 %M 101Q9 10 Aj3 11.780 12.468 13,435 Nan -Operating: Bank Loan P31 525 1,063 1,063 1,380 1.380 1,380 1,383 1,280 1.380 1,380 1,380 1,380 1,350 License Fee 15 200 200 637 731 851 977 1,C67 1,207 1,27b 1,413 1,515 1,530 Property Tax 206 160 146 117 100 75 350 350 350 360 560 350 350 350 350 350 Metro zoo 25 25 50 59 za 75 1A m 100 v Total Nor -Operating 206 160 148 657 �363 1,338 2.392 2M7¢ ?,012 3 080 3 218 3.320 3.460 �v x Available for 108 Loan 76 137 390 255 -39 273 1I 3 2.712 3.945 5.254 8.15$ �.097 7.433 8 9.975 H U 0 " L I fl Parrot Jungle and Gardens Inc. 0 3 Analysis of Actual and Projected Expense For the Years ended Oecember 31, • 994 through 2009 r + (000l a:r Actual Projected 1994 19i}5 ,Q¢ � Z 2 6Q 1 M 03 2W4 2005 2006 2OD7 2208 2009 U) cv Available far 108 Loan 7$ 13o 330 ? 273 1.7C3 2.,12 "s.94S 5.254 6.153 7.097 7,433 8.342 9.148 9.9°5 Annual P8I105Loan 5" 1,45C 1,813 2,013 2,148 2,273 2,488 2.682 2,860 3,019 3.160 3,283 v Less: CaplaNzed Interest fA4 1.45C ff& 4 Q 9 0 0 0 0 0 0 u� Net 106 Loan P8I 0 C 4,269 2,013 2,148 2,273 2,486 2,682 2.860 3,Dt9 3,160 3,283 �• m NetCas6Flaiw Q -3 27; 434 M 1,797 2298A 3.872 4.415 4573 S_,,,523 598 6.6a2 u Times Overage 1.342 1.347 L4U 2311 2.477 L646 2.598 2.529 2.895 3.038 Non -Cash Expenses: Depreciation 220 193 130 1+43 160 150 2.720 2,720 2,720 2,720 2,720 2,7320 2,720 2,720 2,723 2,720 Amortization 0 1 Q 0 0 0 200 2t10 200 20 M 0 0 0 0 0 o Total Non -Cash 220 M 1X Ig .N ICO Zkj UA2 1920 2.920 2.920 2 '2 2720 7 0 ?i Z. ) Nei Income (Loss) -144 -58 200 112 -189 123 -2,488 xx21 -1,123 61 752 1,695 1,863 2.803 3,288 3,972 Lr a Ln o x• LL-� m U H LL /s V Cr ^�1 Q U V i Parrot Jungle and Gardens Inc. it Analysis of Actual and Projected Revenue and (Expense For the Years ended December 31,1994 through 2009 Notes on pkttin W Prolec>rions- 1 Revenues: OC) The AdrWsslon estimates for the first full year o= operations (2000) seem reasonable based on itte increases empecbd due to location. The estimates for food sales, merchandise sales, special events, picture revenue and miscellaneous are In line with prior years sales on a per capita basis. The revenue estimates for parking and kanquet sales are new and unproven revenue soumoes. These two revenue sources are estimabei to produce $2.8 miM"ron or 22% of the total estimated mavenue of the facility for the year. Gogt of Goods Sold: While revenue estimates are douoled, the estimates for the cost of goods sold have not remained as a constant pe►oentaga of revenues. The estimates of this cost grow from 13%at the present location to 10% of gross sales atthe Watson Island Location. The projections supplied by the Parrot „ungle have been adjusted to remcve labor costs from the estimates. Overetingl Emensea: Operational costs for the facility are projected to be higher at the rwv facility. The fixed vs. variable costs of the faciiily are approximately 15% fixed and 85% variable. This will allow Management to adjust operations if attendance or other revenue estimates do not meet projections. Revenue available 11or the 108 Loan: The arailable revenues ftx years 1998, 1999 wid 21M are insufficient to find the costar of the Section WO Loan. This OxxVial is funded by the $2.9 million capitalized Interest reserve built into the loan amoant. Recornmendattons: The City should be aderpsately seaffed with the assumption of 809E of the 108 Loan In 2003. Debt servioe crmerage is projected to be over 2.3 tunes in that year. Some of theoperational masts of the facNitycould be reduced tlhma qh varloua economic inowAves; such as the Urban Jobs Credit Progrem, Wages Program, Dept. of Commence Loan Funds and avrnerous alai programs. It some of the above grant programs are awarded, the 108 Loan may be reduced by a reduction in the required arnount to the capRallized Interest IF operational kxxww is NgW and the abmill y to fund interest m m illy exists, the 108 Loan could be reduced by $2.9 mUm The City could act as a facilitatof to assist the Willy bo form a parMership with the cruise Industry. CITY MRNAGER MRC Fax:3054161910 May 5 '98 17:25 P.12f20 ')r M!Aral. FL ZR:f � INTER -OFFICE MEMORANDUM Ul;FIl` 7i Jose Garcia -Pedrosa LA'S April 20, 1998 City Manager Review of Section 108 Loan Application r Hilda Teje '1� REFERENCES Director EvG_oSuR�s Community Redevelopment Agency Pursuant to your request, Erdal D8nmez, Development Coordinator for the Community Redevelopment Agency reviewed the Section 1.08 Loan Application far the new Parrot Jungle and Gardens development at Watson Island, and prepared the attached summary report for your consumption. We hope that the report will he of value. Should you have any questions, please advise. Enclosure CC' Arthur E. Teele Jr.. Chairman Community Redevelopment Agency 98- 475 CITY MANAGER MRC Fax:3054161910 May 5 '98 17:25 P.13/20 SECTION 108 LOAN APPLICATION FOR PARROT JUNGLE AND GARDENS AT WATSON ISLAND In accordance with the request of the City Manager, we have reviewed the Section 108 Loan Application ("Application") for the financing of the new Parrot Jungle development at Watson Island ("Project'). The Application has been approved by Metropolitan Miami -Dade County ("County") with a number of conditions; one of which is requesting the City of Miami ("City") to take over at least 80 percent of the original loan amount as soon as the City is financially able to do so. Parrot Jungle and Gardens, Inc. ("Developer'') originally requested a loan of $21 million, as referenced in the latest version of the Application. As a result of further negotiations between the Developer and County, the parties agreed to increase the loan capacity, from $21 million to $25 million. Although the County is yet to conduct a new public hearing to formalize such action. we are assuming the loan amount of $25 million for the purpose of this review and analysis. Section 108 Loan Program has been established by the US Department of Housing and Urban Development ("HUD") for the purpose of providing financial assistance, to qualifying private projects with a defined public -purpose objective. The Application has been prepared for the Section 108 Loan Program consideration on the basis of creating employment opportunities for low -and - moderate income level persons living in nearby neighborhoods. The Application is a well -organized document with all supporting exhibits and relevant materials, addressing all requirements of HUD with respect to the Section 108 Loan Program. The following is a summary of salient issues in connection with the Project, as well as the Project's merit in qualifying for the Section 108 Loan Program for funding_ I. Project The new Parrot Jungle and Garden at Watson island is a $47 million development proposed on approximately 18 acres of land leased by the City for 45 years, with an additional 15 years extension. The Project is strategically situated next to downtown Miami, between the two major tourist centers of Miami and Miami Beach. The project will greatly enhance the appearance of Watson Island and help the City's effort to bolster the redevelopment of the rest of the island for appropriate uses. 98- 475 CITY MANAGER MRC Fax.305416191C May 5 ' 98 17 : 26 P.14/20 It. National Objective As referenced above, the Application is qualifying the proposed Project for the Section 108 Loan Program on the basis of creating employment opportunities for low -to -moderate income level persons. Typically, attractions and arrrusernent parks create many positions for low-income persons. The Project is projected to create job opportunities for 603 persons, in all employment categories; of that approximately 482 (80%) will be for persons within the low -to -moderate income level_ In addition, the Developor promises to make employment solicitation efforts targeting primarily low-income persons by working with Private industry Council, Jobs for Miami, City's Neighborhood .lobs Office, and other work placement programs that focus on assistance to residents of City and County Community Development Target Areas (please see Attachment 1 - Projected Employment by Years). III. Loan Amount/Term/Repayment Schedule The Application is currently considered for a $25 million Section 108 Loan, with a tern of 20 years_ The proposed repayment schedule is structured to include applicable interest payments based on 7.25% average rate, and principal reductions beginning in Year 4, with the initial amount of $200,000, increasing on a yearly basis until Year 11, and continuing with equal payments of $2 million thereafter until Year 20. One of ttie allvaritages of the Section 108 Loan Program is the degree of flexibility associated with the repayment of the loan. HUD encourages the prospective applicant to propose a loan repayment schedule, within certain framework, and present it for approval_ The proposed repayment schedule seems consistent with HUD guidelines for Section 108 Loan program (please see Attachment 2 — Proposed Section 108 Loan Guarantee Repayment Schedule). IV. Collateral Requirements CDBG entitlements are typically used as main collateral for Section 108 Loans for terms up to 10 years. In instances when the term of the loan exceeds 10 years, additional guarantees are required in order to fully collateralize the subject loan. The proposed Section 108 Loan for the Project has a loan term of 20 years; therefore, HUD will require additional guarantees such as a lien on the improvements, etc. In the event the Developer defaults on the Section 108 Loan obligations, the City is obligated to service the debt; otherwise, HUD will take the debt service amount 2 98-- 475 CITY MANAGER MRC Fax:3054161910 May 5 '98 17:26 P.15/20 from the City's annual CDBG entitlements. Consequently, it is crucial to secure collateral sufficient to cover all obligations and annual project revenue adequate to service the debt. The Application includes the foliowing assets valued at $81 million in aggregate for collateral uses associated with the proposed loan: o Total Project improvements that are valued at $47 million (from construction estimates); ❑ 45 year land lease witn a 1 b year extension valued at $2U million (supported by an appraises obtained by the City); ❑ Parrot Jungle's Goodwill appraised at $14 -million (supported by appraisal obtained by the Developer). it is important to note that the Developer is also in the process of securing a bank loan in the amount of $12.5 million, which will likely have a first lien on all collateral. Nevertheless, a disvounted value of the proposed assets, even at 50%, results in enough resources to satisfy both private loan and the Section 108 loan. V. Sources and Uses of Funds The Project is one of the largest publicly sponsored development efforts in downtown Miami since the opening of the Bayside Marketplace. According to the Application, the total development cost, inclusive of all pre -development, soft, and hard construction, currently exceeds $41 million. The Section 108 Loan makes up the lamest component of the financing matrix The balance of the project funding sources include a private bank loan of $12.5 million, Developer's equity of $3 million, and a number of private corporate sponsors' interests valued at $6.8 million. Uses of Funds o Development Cost t47.3 million Sources of Funds n Section 108 Loan $25.0 million u Private Lender $12.5 million o Corporate Sponsors $ 6.8 million Developer's Equity $ 3.0 million Total $47.3 million C] 98- 475 CITY MPNRGER MRC Fax:305416191C May 5 '98 17:26 P.16f20 The Section 108 Loan Program is intended to work as a gap -financing vehicle for qualifying commercial projects. A defined financing gap could range anywhere from 1 to 100 percent, depending on the relative risk of the proposed development, and willingness of the private lender to underwrite a loan for such project. The proposed $25 million Section 108 Loan makes up an approximately 53 percent of financing which is considered reasonable by HUD standards for projects of such magnitude (please see Attachment 3 - Sources and Uses Stetement). VI. Project Pro forma and Projections The Project is probably the most widely appreciated development endeavor of private and public partnership undertaken for a long time. All local establishments, including the City, County, GMCC, Greater Miami Visitors and Convention Bureau, and local media have shown enthusiastic support for the development of the Project. As such there is little or no argument about the nature of the Project, or its suitability for the proposed location at Watson Island. However, the Projects financial feasibility is of utmost concenm for the City, in light of the lease agreement the City has signed with the Developer for the use of Watson Island land, and the City's consideration to take out at least 80 percent of the County's Section 108 Loan for the Project. The Application provides a comprehensive financial pro -forma about the Project from the 2-year construction period through the first 10 years of operation. The pro -forma has been built upon the historical experience of the existing Parrot Jungle facility in PineGrest, with certain adjustments made to reflect the financial impact of new uses, such as banquet facilities, larger restaurants, and merchandise sales, etc. In addition, certain oonsiderations have been made to reflect Watson Island's accessibility in attracting more visitors. Furthermore, future attendance projections were independently supported by a market study conducted by W. H. Bierberbach & Associates, a consulting firm specializing in the theme park industry, based on average growth in attendance, impact of new introduced attractions, and overall impact of the growth of tourism industry in Miami -Dade County. A pro -forma prepared based on anticipated future business activity is usually a major concern for any lender who is considering a loan commitment One could easily question the reliability of such projections and reasonableness of supporting assumptions. However, the Project's pro -forma is probably a rare exception, since it is built upon the nistorical experience of the existing Parrot 4 98- 475 CITY MANAGER MRC Fax:305416191C May 5 '98 17:27 P.17/20 Jungle operations, and all relevant future projections, supported by independent sources with reasonable assumptions. According to the pro -forma, the Project will be in a position to meet all of its obligations, including servicing of all private and public debt from the first of year of its operations (please see A#achment 4 — Profit and foss Projections). VII. Conclusions The Application contemplates the development of a first-class botanical garden and visitor attraction on Watson Island. The actual development program includes over 10 acres of gardens, open space and natural exhibits, two amphitheaters for the exhibitions of various shows and presentations, as well as first class banquet and educational facilities. Its impact on the future redevelopment of Watson Island is substantial. Although.. the intention of this analysis is not as much as the approval of the Project, but the viability of a $25 million Section 108 Loan assistance, in connection with the Project, presented to the County for consideration. Again, the Application is a well -prepared document with all relevant attachments addressing the requirements of HUD in connection with the Section 108 Loan Program. The Projects pro -forma and projections indicate sufficient resources to repay the loan as presented in the Application. However, the issue of ratifying the Application for consideration by HUD, for a County sponsored $25 million Section 108 Loan, 80 percent of which guaranteed by the City, is a policy issue which needs to be addressed by the City Commission. 5 98- 475 0-1 Year I Year 1999 Parrot Attachment I and New 2 3 4 )00 200 .2002': Ad Err Rate of Growth ToUl Payrd Costs 240 iW 74%1 8936 100% $3BW520- -$-4-5-6-i.2-95-'-U5.-i6-2.-373--i5.420,492 - aweliny*W3 No* AilradMs ftodwS4 in Yenta 3. 5 and New Atkeao" are expected to b000t jotn. Aww"s Revenue Grawlh Rate ig wow Prod cow a 15% Too I -M" CAW% Annew cash iv 35 "a a st Welke 9 —1h by we adoWnli lc% peryear Sk'an Watson yy Yes m Now I am 4-13 473 SIA 4" % Protected Jobs Growth 800 40) 203 .......... . . . . . 1 2 3 4 5 6 7 8 9 Project Year CITY MPNRGEF MRC Fax:3054161910 May 5 '98 17:27 F,19/20 Attachment 1 X§K 1 2 3 4 5 8 7 5 9 10 11 12 13 14 15 18 17 18 19 20 Totals Principal $0 !4 $0 32W.000 $350,OW $500,000 i750,0W $1.000.0w $1,2S0,0oo $1,500,000 $1,T50.000 $2,000.000 $2,000,000 $2,000,000 $2,000,000 $2.000,000 $2,OW,000 $1,700,000 loin Amount Amount Sonvwsd 1 st Year Amount Borrowed 2nd Year Term (Years) $543,750 $1,450.000 $1,812,500 $1,812,5W $1,798,000 $1,772.MS $1,730.375 S1,5M,OW $1,eMAW $1,518,876 $1,410,126 $I .M.250 $1,138260 $993,250 $80250 $703,260 $50.260 $413.250 SM.250 $123,250 2 .4 $ 25,000,000 i 151000.000 i 10,000,000 20 7.Z914 Total S543,750 $1,450,000 $1,812,500 52,012,5W $2,148,000 $2,272,WMS $2,4aa,375 32,852,000 82,sss,500 $3,01$,$75 $3,180,125 $3.203,260 $3.1382M sz. 93.M $2,848,250 $2,703,260 $2.55kM $2.413,250 $2,268.260 $1,823,260 $15,000.000 $ 25.000,000 $25.000,000 $24,800,000 $24,450,OW S23,9W,000 W23,2W,OW $22,200,000 $2000.000 $19,450,000 $17.700.000 $15,700,000 513,700,OW $11,700,000 $9,700,000 $7,700,000 $5,700,000 $3.700,000 $1,700,000 $0 98- 475 C TTY MPNRGER MRC Fax :3054161910 May 5 ' 98 17 : 27 Atcachmeat 3 Parrot Jungle Gardens Q Watson Island Sources and Uses Statement rces: Section 108 Loan Guarantee Bank Financing Corporate Sponsors Parrot Jungle's Equity Total Uses: Priii-0avelopment Cost Expenses Associated with Project Proposal, Legal Financial. Marketing and Other Expenses Soft cost: Ront ! $200,000/year L"el Accounting Fees AnchiieduraMginaarfng/Landuaping Developer's Overhead Constmichan Loan Fees C mefta ian Loan Application Insurance Construction Administnation Marketing and AdvertiskV Gmphk Design and Soups Con3ultent Fees Furniture, Fudu ms and Equipment Japanese Garden Relocation Soft Cosa Contingency Total Soft Cost Hard Cost General Conditions Site W0rWLsndsrfra1WLagoocVR1verlMtsc. Parking Main PfazafAdmin/Education/Fntry Faefties Parrot CafidEmporium/Anirttal Can Factilltyr Maintermve/Warshousing Parrot Dowt 1000 Ssets Jungle Theater 800 Seats Exhibit and Plant Nursery Structure Picnic Pavilion/Play+ground and Support F*W t 3 Terradumftndoor Exhibitsf500 Seas Theater/Food Court Banquet ono Saleroom Facilfts Transient Boat Dockage and Beach FactiW*s Japanese Tea douse Hard Cost Contingency Total Nand Cost Total Soft i Hard Cost Intorest Reserve (Section 100 Loan) Interest Reserv4 (Sank Loan) Total Esdmated Interest Aeeerve Total Developttnertt Cost $12,500,000 $6.787,500 $3.000,000 Phase 1 $400,000 5150,o00 $1.8=000 sm,000 3800,000 6-100,000 $150,000 $370.000 5400,000 $200,000 $150,000 $1,400,000 3300,000 $920,000 t7'.4W0 m `j • 1a .c . •a4 $2.700,000 91,400,000 $1,000,00o 51,500,11m $900,000 P. 20/20 Phase 2 $3,000,000 $1,200,000 $100,000 $3,000,000 52,500,000 $1,300,000 s2w,om $2.515,000 SM.000 $22.755,000 ss,15%000 53DAT5,000 $2.900,000 $ t .062, 500 $3,962,500 s12,1301000 98- 475 tiLL1L.I11114:t1L H Parrot Jungle & Gardens, Inc. At Watloa Island Prcfk W Um Pro)41edms 1M im 22" NK M4 ems: mi si im an H A�4wdarc4 --I M+Ya M4.0" 396.760 432,464 4-1,39L 435.332 _ S14,if4 S30,104 551.301 $14,914 596.1 C7 .n 91.000 99190 1031(7 11 T i41 121.393 123.666 i 12.326 l )l.127 �r 6691 144.71 t 1491. 3 +1 ! 453.000 11S,9ia fAii6 .23i 506.1If N).)]0 66Z,i)tl ]S _ Z1.S9I n m I 4.9911250 3 S.M.463 3 6051.310 1 4913,30 3 1.139.171 3 1,152;224 1 91117.791 3 10.164,747 1 10.472.914 S 11.'.1J j 70 fao6 l.Sf2,sm 1,913,a00 2.751.547 2,323,343 3jft577 36171,04 3.510,203 3,790245 41124,475 faa41l4w4a1 271.5% 302,495 129.091 30.311 1?1.714 42V69 465,39s 501,211 $31,936 601.=� S4ws�aadr. 1,47UR 1.039,113 2243,430 2r672.110 2XI22,156 1,137011 31313331 1.514.590 1.162s79 1.950tn lrlq 100.70C• 161.913 9*1025 1.473.003 1.517,M 1r60/326 1,656.515 2.067.406 2,170.7Ts l.Mi bxt-w 2.11JIM 2,3Kl" Z513,723 2.739,058 302%)S6 2,79 AU 3,147.4% 3.273,393 1.40.416) 3.144! Sp.cn1 E%UU 1 SpanM7lNp 3.216.34! 1.44,174 1~7 1.932,701 zM1541 X277,399 2.451.732 2,610,114 k122,009 1991 - 34ro41140MA 214,501 322,361 373.410 46.016 467,523 MOM M3,236 620,222 641.411 1. Isar. 1il001 192930 21%294 _ 2M220 249a10 272.736 296941 323.563 39704 .N_ TOWMfew O 0 S 12.741,746 1 1441S,102 S 17011AR S M-1W4,14 i H.112.01i I 11.4i3.M 3 24.59012) i &M161 S 3,M),p20 3 30.Vil1 X CN [l1 A food S 43! S30 S 341.5" 3 649,027 3 IM423 3 817.543 3 932,1K 3 "1" i 1046.108 1 1,110,131 3 1-191 - I loo6aid 69.37i 7Sr619 17,424 80.60 91.929 106.742 116.30 126.92C 134.23+ IWO) SM�dr4 421,076 741,121 943.241 1.101.m 1,1356306 Llls,f63 1.391.S23 1,416.121 1.530,32? 1,659 lQ 6avta.uWAFeed .5074LAW 1.017,501 1353,044 1,256,162 1,3N,979 1.01,073 1.495.74) 1.573,741 1,616,691 1,713,53: l.-10 �j Sp.trlE.u+w1so; LWtaw'4 O.1AU; 141.921 20.904 1.011,976 1.159,4,21 1,I41.749 1,UC433 1.411,039 I,Sli,2:9 1.693.106 1,'I6 tatusa __ 44,25) 431212 $2�] S7,3DS i7.163 f3,917 74,212 1g191 14,171 96 7atal44"al.aln 0 0 S 2�9736S1 3 3,414,419 3 1,995,102 3 4138,16S6 3 'JAL%? 3 S.2i3.639 3 5.614,4S6_ 3 5,931_17' _ S 6.156.921 1 66S- Craft praRi _ EfflI�SIS: 0 0 f 4.771.0® S l l.14Q61 ] i 15.016.330 3 14i9iS.727 3 16.2l6.TS! Ii IN 00T_ }1.97f.969 I 20l12,297 i 22,226,191 5, :3 041 �,1j�1 mG ii►a44sa0?1rta1r�111 3 15g000 3 )00,000 S 446.04 3 509,471 3 5931391 3 SB/722 3 726.210 3 109159T S 349,9.1 3 919,561 1 919,914 1 1,p+1 4.u6,►6�paa4]'141.1JRep 11.110 1XW9 14.1116 16.ff" 18,011 20146 21.150 72.8i1 14,151 16Oj 3dDabt 6,4:S 7,332 1.169 91639 10,451 11.6$1 12,151 13,23) 14.4131 1,u-- 9mt Saws C %" 49.98 54,974 66,533 74,393 81.21) 90,S31 95,04t 102.635 109.464 111 C»11 Ow9w4a 1.337 1.526 11713 2.006 Z175 $42! I.S46 2,744 2J)2 ] VI Carmol3ms"Gumd 152.913 175,33' 30.140 234.533 213,354 211.441 295.015 322,5a 341.956 let .. C400*410ma 2,546 2,929 3,422 3.049 4,174 4E8? 4,315 5.215 5.616 et0 Dd my Smat 27,617 31,111 31.176 41,117 45.344 SQS31 $3.069 57,41! 61.111 4. own ASku 21.319 31.921 37.192 41.935 45.344 Asn S3,092 $7.442 61,144 6' E"W=Egwm 30.600 13.441 1s.341 17,929 20.164 21.1N 24,310 21,W4 2l.6S1 29,4:6 Y,- BOWMs11*aa4 30.000 9,914 _ 11,24s 13,142 -'14782 15.020 17,876 11,150 20,291 11.645 ! --I fad & M." SUw- we 116,218 132,681 L55.065 174,424 L39.136 230.85) 221;347 239,492 254.911 71 I\-) FAN Em"m 106.210 115,134 126.239 137,623 1A009 163.514 173,21S 194,266 111.750 230kjD iralns: Cmm" :0,000 60"m 146,151 146,311 • - MAI 275,171 243.241 27%211 293,326 3URW6 329.05 35 Aladr4 Smu" 6,110 _ 01W U.613 13,066 14141 KIN 16,511 1 T.940 19.096 r lleaara AUpan 2a3.419 321.416 177.959 42S,14S 461,004 313,939 539.542 511,745 621,314 66 liwa r 430 7.245 3,467 %524 10,327 11.511 12,0$6 13.016 13.9.9 1 511d""nwar 13,300 X465 3467S3 40,614 45.614 0.531 $5.224 S7,977 67.727 66.110 Q Oise Sygl..s 42,514 46,514 50% 63,774 69.11S3 11.4193 14914 17.%4 93.219 9. INV Ej'vw '4 Ranal. 70,2" 10,1eD 91.679 103,374 114,262 121.332 133172! 144.613 154.010 16 W FAITOU 74.000 NOW 2.636,465 2.110.643 2.249,683 1.015.932 3,056,479 1.39S139i 3.559,521 3,19L,411 4'137,952 4.41 Pa1::I Ss'Ae$ MOM 11pOO 331.as 534.129 569,717 40S.190 611.796 619,077 711,S36 773.212 12T,SK 14 rmw 11.304 21.116 24,677 21.757 34099 33.555 35.:26 34.112 40.50 4 had4 Y.1M 10P00 181.446 210,111 244.797 281.244 303613 357,5m )SUM 34&SM 41L.310 45 he6.wardTom -/1a44uYdw% 43,400 46,000 49.440 30.") 52,431 54,024 511.645 ST.1LS 59.014 61 Pelt Parrot Jungle & Gardens, Inc. At WRtsm Islmd lrwf1111a T.ONtrojeelioas n LLB!! Lill no m 1Q[ m m 59-i: � P(*nmmdFm.C,4WpAa 66,79i 76,51] 19341 10i,413 116*01 122.0m 11"IS4 1ASS2 iN,7tS lre6roYFw.iwl Am 25.000 2S.-M 3ksn 71,311 21LIM 2t.902 29,LSi 10,74T 31.669 )1.613 R.hwoe.l ENS . 060 1223 2im Z433 2,795 3.019 3.354 3.516 3.644 D 13tf■ ow row • Vat 4.144 4.729 3,S27 $6217 6,?41 7,f13 1.11119 11.516 9.0116 9.": RwEgwR•OJr L1,000 34.000 21.046 X016 21067 X.571 34?37 ]0,16/ 40065 4],341 4L,142 a9.)'m M sworn • Odw 39.177 44.716 S2,24S 2,140 63,723 71 J"2 74.311 W.691 13.193 91 a1 Tn■AEmpun 6,000 12,000 16.374 14.617 2t,769 34,497 266352 29601 11,075 33,621 35.M 341,:K C) L%Ab 34.254 6X202 12.402 13101 0R156 99.020 4016S7 114,402 121.60 Eriat Mam A T4gdwm 660A 12.000 300,000 309.000 1{1,270 X7,110 33?,653 341.761 331.216 368.961 3110.031 1914 ?wl f 504000 L b71,00) S 5.527,244 L ."9,345 S 6U%196 f 6,9,].327 f T.2 7T5 OS0.063 S i.4�471 L f.112,061 S 0,756.360 1 ESSo s+r MIES■. AMWUM t,,,,, S 200000 f 200,0m f 210,00o f 20.000 s 200.4100 X tkPICH M 2.73%WO ;720,000 2.720A00 2,7IDAM 2.720.000 2,720.000 2.720.8m 1,720,000 2,120,000 _':nt kkwo E,90n2*100 547.30 1.450,000 1,112.500 11IMN0 1,790000 6.712.625 1,136.31s 1602,000 1,609.50( L,510,iti 1.410.125 1.:f3 : W -1' 1 mou Palawfs &&A Lon 1,062.100 1,062,500 1,062,500 q"S,410 1 C06,164 934,335 939.143 907,391 0 LAS S 7.617 169.115 + O A TwIf1r6.1rlw�w t 1,fOb!SO f 2S{2�500 S S79S000 S S767+9W f 5724164 1 I&GA900 f $39 ill L 3.304391 S %19170 S 5+05062 S 41"M S +':I :►� Q1 CFU 6 COMP S7 MKS: CIO Cn•lsws f;ee S% S IOb,]M i 200010 f GAM; S 730.731 f *50,582 L S17,219 4 1,064769 L 1.207.234 1 1.27S.42i f 1,412,810 S l,S14,991 f 1.610• .11si■�ewTa�r 350.000 130,000 350.000 !S0,000 350,000 3S0,000 130,000 330,000 3SOA" lw .[evslm 75,Ws 25.000 S0.000 54000 50.000 75.000 75,OW 73.000 7S.0m l�.tl• TOLAN Or & too" twSrn 20J000 200,010 1.012,34, 11105,75S 1.750,502 1,577 219 1,464769 1#12,234 1700k42S 1,133,110 1,939.90E 12.334.63, ILO�Otl �13 911 14�17.5;7 1"M763 14.M.694 13,142,165 4016,439 16,596.251 ( i! �.rr�■wr(Twu) S (2,1102501 3 (3,313,300} S (2.3641,SQ1 i (1M2.4f61� S 172412 f 4i1,201 L Il37900 f 3,1?3.313 S 3,6]3, f 4,i631SC• ! 5.629,946_ 1 605 3 SLr na% 111 Amp Lin L�TRiNC1T L RADitl'iION al CC sm-i0lttoc>!le f - 1 L f 200000 f 330.000 S SOMW S ?SDAM f 1A10.000 S 11250.000 L i,WOW S 1.730000 S =tr:• 66I bwm►L�111 q' 317.810 344" 314.216 4IK412S 440.537 417,901 311.611 S62.691 610.522 Ca{If �tQN S 41,511 f d926b1 s 1.011.37-1 f 2,912,176 L 166%451 S 4641SS.3]0 S 4.34S.1l3 S 5.523,135 S 3,919.424 1 9: pop r� C7 • T CD N C? CN Pate 7 CITY MANAGER MRC Fax:305416191C May 5 '98 17:31 P.03iO3 MOEN Peat Marwick LLa One Biscayne Tower suite:19w 2 South Biscayne Boulevard Miami. FL 33131 April 17, 1998 Ms. Christina Cuervo Assistant City Manager City of Miami, Florida 444 S.W. ind Avenue, 1 Oth Floor Miami, Florida 33131 Dear Ms. Cuervo: Telephone 305 358 2300 Teiefax 305 577 0544 This leter is in response to your request of KPMU Peat Marwick LLP to perfuLin an examination and render an opinion on the profit and loss projections of the Parrot Jungle and Gardens, Inc. at Watson Island, in connection with their Housing and Urban Development Section 108 loan application. The scope of an engagement of this type would require the evaluation of each hypothetical assumption and the determination of the likely outcome of each assturaption that was used to prepare the forecast. This type of work would be very extensive and extremely costly to the City. The initial estimate of tirne to perform a project of this nature would be in excess of 500 hours. As an alternative to the aforementioned engagement, the City may consider an engagement to perform certain agrcud-upon procedures in accordance with the standards established by the American Institute of Certified Public Accountants. An engagement to apply certain agreed -upon procodw-cs is one in which an accountant i_c engaged to issue a report on findings based upon specific subject matter of specified accounts or items of the financial forecast. In an engagement of this type, the accountant dots not perform an audit and does not provide an opinion or negative assurance. or any form of comfort relating to the fair prrWcctation of the specified accounts or items of the financial forecast, the validity or reasonableness of the assumptions used or the likely outcome of each assumption. So" Ftpada!jU,aw6::: Uror 475 u.., �.. ..,r "', ........ Mwrry Trot I atrAxrl,114 wwr'. !'.urn 4epc h r