SANDPIPER 10501 3RD STREET ST. PETERSBURG, FLORIDA MARKET VALUE - FEE SIMPLE ESTATE AS OF MAY 14, 2003 PREPARED FOR: APARTMENT INVESTMENT AND MANAGEMENT COMPANY (AIMCO) C/O LINER YANKELEVITZ SUNSHINE & REGENSTREIF LLP & LIEFF CABRASER HEIMANN & BERNSTEIN ON BEHALF OF NUANES, ET. AL. [AMERICAN APPRAISAL ASSOCIATES(R) LOGO] [AMERICAN APPRAISAL ASSOCIATES(R) LOGO] [AMERICAN APPRAISAL ASSOCIATES(R) LETTERHEAD] July 7, 2003 Apartment Investment and Management Company ("AIMCO") c/o Mr. Steven A. Velkei, Esq. Liner Yankelevitz Sunshine & Regenstreif LLP 1100 Glendon Avenue, 14th Floor Los Angeles, California 90024-3503 Nuanes, et al.("Plaintiffs ") c/o Ms. Joy Kruse Lieff Cabraser Heimann & Bernstein Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, California 94111 RE: SANDPIPER 10501 3RD STREET ST. PETERSBURG, PINELLAS COUNTY, FLORIDA In accordance with your authorization, we have completed the appraisal of the above-referenced property. This complete appraisal is intended to report our analysis and conclusions in a summary format. The subject property consists of an apartment project having 275 units with a total of 259,982 square feet of rentable area. The improvements were built in 1977. The improvements are situated on 18.2 acres. Overall, the improvements are in average condition. As of the date of this appraisal, the subject property is 96% occupied. It is our understanding the appraisal will be used by the clients to assist the San Mateo Superior Court in the settlement of litigation between the above mentioned clients. The appraisal is intended to conform to the Uniform Standards of Professional Appraisal Practice ("USPAP") as promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute. The appraisal is presented in a summary report, and the Departure Provision of USPAP has not been invoked in this appraisal. It is entirely inappropriate to use this value conclusion or the report for any purpose other than the one stated. AMERICAN APPRAISAL ASSOCIATES, INC. LETTER OF TRANSMITTAL PAGE 2 SANDPIPER, ST. PETERSBURG, FLORIDA The opinions expressed in this appraisal cover letter can only be completely understood by reading the narrative report, addenda, and other data, which is attached. The appraisal is subject to the attached general assumptions and limiting conditions and general service conditions. As a result of our investigation, it is our opinion that the fee simple market value of the subject, effective May 14, 2003 is: ($10,500,000) Respectfully submitted, AMERICAN APPRAISAL ASSOCIATES, INC. -s- Alice MacQueen July 7, 2003 Alice MacQueen #053272 Vice President, Real Estate Group Florida Certified General Real Estate Appraiser #RZ0002202 Report By: Alice MacQueen AMERICAN APPRAISAL ASSOCIATES, INC. TABLE OF CONTENTS PAGE 3 SANDPIPER, ST. PETERSBURG, FLORIDA TABLE OF CONTENTS Cover Letter of Transmittal Table of Contents APPRAISAL DATA Executive Summary........................................................ 4 Introduction............................................................. 9 Area Analysis............................................................ 11 Market Analysis.......................................................... 14 Site Analysis............................................................ 16 Improvement Analysis..................................................... 16 Highest and Best Use..................................................... 17 VALUATION Valuation Procedure...................................................... 18 Sales Comparison Approach................................................ 20 Income Capitalization Approach........................................... 26 Reconciliation and Conclusion............................................ 38 ADDENDA Exhibit A - Photographs of Subject Property Exhibit B - Summary of Rent Comparables and Photograph of Comparables Exhibit C - Assumptions and Limiting Conditions Exhibit D - Certificate of Appraiser Exhibit E - Qualifications General Service Conditions AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 4 SANDPIPER, ST. PETERSBURG, FLORIDA EXECUTIVE SUMMARY PART ONE - PROPERTY DESCRIPTION PROPERTY NAME: Sandpiper LOCATION: 10501 3rd Street St. Petersburg, Florida INTENDED USE OF ASSIGNMENT: Court Settlement PURPOSE OF APPRAISAL: "As Is" Market Value of the Fee Simple Estate INTEREST APPRAISED: Fee simple estate DATE OF VALUE: May 14, 2003 DATE OF REPORT: July 7, 2003 PHYSICAL DESCRIPTION - SITE & IMPROVEMENTS: SITE: Size: 18.2 acres, or 792,792 square feet Assessor Parcel No.: 183017113420020000 Floodplain: Community Panel No. 125148 0002B (Not Available) Flood Zone Not Available, an area inside the floodplain. Zoning: RO-P (Residential Office Parkway District) BUILDING: No. of Units: 275 Units Total NRA: 259,982 Square Feet Average Unit Size: 945 Square Feet Apartment Density: 15.1 units per acre Year Built: 1977 UNIT MIX AND MARKET RENT: GROSS RENTAL INCOME PROJECTION Market Rent Square ------------------ Monthly Annual Unit Type Feet Per Unit Per SF Income Income - ----------------------------------------------------------------------------- 1A10 - 1Br/1Ba 683 $ 530 $ 0.78 $ 14,840 $ 178,080 1B10 - 1Br/IBa 694 $ 530 $ 0.76 $ 21,200 $ 254,400 2A10 - 2Br/1Ba 874 $ 580 $ 0.66 $ 23,200 $ 278,400 2A20 - 2Br/2Ba 962 $ 690 $ 0.72 $ 38,640 $ 463,680 2B20 - 2Br/2Ba 1,006 $ 705 $ 0.70 $ 33,135 $ 397,620 3A20 - 3Br/2Ba 1,160 $ 780 $ 0.67 $ 28,080 $ 336,960 3B20 - 3Br/2Ba 1,258 $ 810 $ 0.64 $ 22,680 $ 272,160 ------ -------- ---------- Total $181,775 $2,181,300 ======== =========== OCCUPANCY: 96% AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 5 SANDPIPER, ST. PETERSBURG, FLORIDA ECONOMIC LIFE: 45 Years EFFECTIVE AGE: 26 Years REMAINING ECONOMIC LIFE: 19 Years SUBJECT PHOTOGRAPHS AND LOCATION MAP: SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] ENTRANCE REAR OF CLUBHOUSE AND POOL AREA MAP [MAP] AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 6 SANDPIPER, ST. PETERSBURG, FLORIDA NEIGHBORHOOD MAP [MAP] HIGHEST AND BEST USE: As Vacant: Hold for future multi-family development As Improved: Continuation as its current use METHOD OF VALUATION: In this instance, the Sales Comparison and Income Approaches to value were utilized. AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 7 SANDPIPER, ST. PETERSBURG, FLORIDA PART TWO - ECONOMIC INDICATORS INCOME CAPITALIZATION APPROACH Amount $/Unit ------ ------ DIRECT CAPITALIZATION Potential Rental Income $ 2,181,300 $ 7,932 Effective Gross Income $ 2,185,920 $ 7,949 Operating Expenses $ 996,171 $ 3,622 45.6% of EGI Net Operating Income: $ 1,120,999 $ 4,076 Capitalization Rate 10.00% DIRECT CAPITALIZATION VALUE $11,200,000 * $40,727 / UNIT DISCOUNTED CASH FLOW ANALYSIS: Holding Period 10 years 2002 Economic Vacancy 9% Stabilized Vacancy & Collection Loss: 10% Lease-up / Stabilization Period N/A Terminal Capitalization Rate 11.00% Discount Rate 13.00% Selling Costs 2.00% Growth Rates: Income 2.50% Expenses: 3.00% DISCOUNTED CASH FLOW VALUE $10,500,000 * $38,182 / UNIT RECONCILED INCOME CAPITALIZATION VALUE $10,500,000 $38,182 / UNIT SALES COMPARISON APPROACH PRICE PER UNIT: Range of Sales $/Unit (Unadjusted) $25,000 to $34,583 Range of Sales $/Unit (Adjusted) $32,813 to $38,042 VALUE INDICATION - PRICE PER UNIT $10,200,000 * $37,091 / UNIT EGIM ANALYSIS Range of EGIMs from Improved Sales 4.02 to 5.69 Selected EGIM for Subject 4.50 Subject's Projected EGI $ 2,185,920 EGIM ANALYSIS CONCLUSION $ 9,800,000 * $35,636 / UNIT NOI PER UNIT ANALYSIS CONCLUSION $10,700,000 * $38,909 / UNIT RECONCILED SALES COMPARISON VALUE $10,200,000 $37,091 / UNIT - --------------------- * Value indications are after adjustments for concessions, deferred maintenance, excess land and lease-up costs, if any. AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 8 SANDPIPER, ST. PETERSBURG, FLORIDA PART THREE - SUMMARY OF VALUE CONCLUSIONS SALES COMPARISON APPROACH: Price Per Unit $10,200,000 NOI Per Unit $10,700,000 EGIM Multiplier $ 9,800,000 INDICATED VALUE BY SALES COMPARISON $10,200,000 $37,091 / UNIT INCOME APPROACH: Direct Capitalization Method: $11,200,000 Discounted Cash Flow Method: $10,500,000 INDICATED VALUE BY THE INCOME APPROACH $10,500,000 $38,182 / UNIT RECONCILED OVERALL VALUE CONCLUSION: $10,500,000 $38,182 / UNIT AMERICAN APPRAISAL ASSOCIATES, INC. INTRODUCTION PAGE 9 SANDPIPER, ST. PETERSBURG, FLORIDA INTRODUCTION IDENTIFICATION OF THE SUBJECT The subject property is located at 10501 3rd Street, St. Petersburg, Pinellas County, Florida. St. Petersburg identifies it as 183017113420020000. SCOPE OF THE ASSIGNMENT The property, neighborhood, and comparables were inspected by Alice MacQueen on May 14, 2003. Alice MacQueen performed the research, valuation analysis and wrote the report. Alice MacQueen has extensive experience in appraising similar properties and meets the USPAP competency provision. The scope of this investigation comprises the inspection of the property and the collection, verification, and analysis of general and specific data pertinent to the subject property. We have researched current improved sales and leases of similar properties, analyzing them as to their comparability, and adjusting them accordingly. We completed the Sales Comparison and Income Capitalization Approaches to value. From these approaches to value, a concluded overall value was made. DATE OF VALUE AND REPORT This appraisal was made to express the opinion of value as of May 14, 2003. The date of the report is July 7, 2003. PURPOSE AND USE OF APPRAISAL The purpose of the appraisal is to estimate the market value of the fee simple interest in the subject property. It is understood that the appraisal is intended to assist the clients in litigation settlement proceedings. The appraisal was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. PROPERTY RIGHTS APPRAISED We have appraised the Fee Simple Estate in the subject property (as applied in the Sales & Income Approaches), subject to the existing short-term leases. A Fee Simple Estate is defined in The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal Institute, 1993), as: AMERICAN APPRAISAL ASSOCIATES, INC. INTRODUCTION PAGE 10 SANDPIPER, ST. PETERSBURG, FLORIDA "Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat." MARKETING/EXPOSURE PERIOD MARKETING PERIOD: 6 to 12 months EXPOSURE PERIOD: 6 to 12 months HISTORY OF THE PROPERTY Ownership in the subject property is currently vested in Consolidated Capital Properties 3. To the best of our knowledge, no transfers of ownership or offers to purchase the subject are known to have occurred during the past three years. AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 11 SANDPIPER, ST. PETERSBURG, FLORIDA AREA / NEIGHBORHOOD ANALYSIS NEIGHBORHOOD ANALYSIS A neighborhood is a group of complementary land uses. The function of the neighborhood analysis is to describe the immediate surrounding environs. The subject is located in the city of St. Petersburg, Florida. Overall, the neighborhood is characterized as a suburban setting with the predominant land use being residential. The subject's neighborhood is generally defined by the following boundaries. NEIGHBORHOOD BOUNDARIES East - Tampa Bay West - 9th Street South - 38th Avenue North - I-275/Howard Franklin Bridge MAJOR EMPLOYERS Major employers in the subject's area include Hillsborough County School System, GTE Florida, Tampa International Airport, University of South Florida, City of Tampa, Publix, Tampa General Hospital, AT&T, Paradyne and Kash n' Karry Food Stores, Inc. As Florida's wealthiest market, Tampa Bay ranks 1st in effective buying income and 1st in retail sales. Housing is very affordable and household incomes are increasing. The cost of living is about 5% below the national average. Employment throughout the Bay Area is very diverse. The overall economic outlook for the area is considered favorable. DEMOGRAPHICS We have reviewed demographic data within the neighborhood. The following table summarizes the key data points. AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 12 SANDPIPER, ST. PETERSBURG, FLORIDA NEIGHBORHOOD DEMOGRAPHICS AREA ------------------------------------------ CATEGORY 1-Mi. RADIUS 3-Mi. RADIUS 5-Mi. RADIUS MSA - --------------------------------------------------------------------------------------- POPULATION TRENDS Current Population 12,723 44,809 129,826 2,442,120 5-Year Population 13,591 46,451 132,847 2,591,303 % Change CY-5Y 6.8% 3.7% 2.3% 6.1% Annual Change CY-5Y 1.4% 0.7% 0.5% 1.2% HOUSEHOLDS Current Households 6,968 22,608 58,817 1,029,700 5-Year Projected Households 7,510 23,685 60,374 1,095,882 % Change CY - 5Y 7.8% 4.8% 2.6% 6.4% Annual Change CY-5Y 1.6% 1.0% 0.5% 1.3% INCOME TRENDS Median Household Income $ 38,886 $ 36,482 $ 34,231 $ 35,241 Per Capita Income $ 29,231 $ 26,177 $ 23,015 $ 22,508 Average Household Income $ 54,347 $ 52,520 $ 50,613 $ 53,389 Source: Demographics Now The subject neighborhood's population is expected to show increases above that of the region. The immediate market offers superior income levels as compared to the broader market. The following table illustrates the housing statistics in the subject's immediate area, as well as the MSA region. HOUSING TRENDS AREA ---------------------------------------- CATEGORY 1-Mi. RADIUS 3-Mi. RADIUS 5-Mi. RADIUS MSA - --------------------------------------------------------------------------------- HOUSING TRENDS % of Households Renting 62.76% 40.28% 28.67% 24.86% 5-Year Projected % Renting 62.56% 41.19% 29.02% 24.59% % of Households Owning 23.13% 45.85% 56.74% 60.90% 5-Year Projected % Owning 23.58% 45.30% 56.73% 61.88% Source: Demographics Now AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 13 SANDPIPER, ST. PETERSBURG, FLORIDA SURROUNDING IMPROVEMENTS The following uses surround the subject property: North - Vacant land South - Gandy Boulevard East - Mobile homes West - 4th Street with a nursing home, vacant land and apartment community located across the street CONCLUSIONS The subject is well located within the city of St. Petersburg. The neighborhood is characterized as being mostly suburban in nature and is currently in the stable stage of development. The economic outlook for the neighborhood is judged to be favorable with a good economic base. AMERICAN APPRAISAL ASSOCIATES, INC. MARKET ANALYSIS PAGE 14 SANDPIPER, ST. PETERSBURG, FLORIDA MARKET ANALYSIS The subject property is located in the city of St. Petersburg in Pinellas County. The overall pace of development in the subject's market is more or less stable. There are currently 427 new units in three separate communities under construction the subject's Peninsula-South submarket. Of these, 76 units remain to be completed in the subject's immediate neighborhood. According to information supplied by on-site management, the new units added to the neighborhood in recent years have had little, if any, impact on rentals at the subject property due to the much higher asking rents at the newer properties. The following table illustrates historical vacancy rates for the subject's market. HISTORICAL VACANCY RATE Period Region Submarket - -------------------------------------------------------- 3Q00 5.7% 3.9% 1Q01 6.4% 4.4% 3Q01 7.7% 6.4% 1Q02 9.1% 6.2% 3Q02 9.2% 8.7% Source: Apartment Index Report, December 2002, by Carolinas Real Data Occupancy trends in the subject's market are decreasing. Historically speaking, the subject's submarket has outperformed the overall market. The downward trend in occupancy rates in the subject's submarket is considered the result of the number of new units added over the period. This trend can be expected to continue over the near term as additional new units are added. Based on a review of the subject's occupancy levels during this period, it outperformed the market and thus supports the comments of on-site management that the subject is less affected by new development due to the large disparity in asking rents. Rather, the most significant impact on occupancy rates is attributed to low interest rates and the increasing trend toward homeownership. Market rents in the subject's market have been following an increasing trend. The following table illustrates historical rental rates for the subject's market. AMERICAN APPRAISAL ASSOCIATES, INC. MARKET ANALYSIS PAGE 15 SANDPIPER, ST. PETERSBURG, FLORIDA HISTORICAL AVERAGE RENT Period Region % Change Submarket % Change - --------------------------------------------------------------------------- 3Q00 $ 675 - $ 650 - 1Q01 $ 689 2.1% $ 669 2.9% 3Q01 $ 703 2.0% $ 678 1.3% 1Q02 $ 725 3.1% $ 688 1.5% 3Q02 $ 726 0.1% $ 691 0.4% Source: Apartment Index Report, December 2002, by Carolinas Real Data The following table illustrates a summary of the subject's competitive set. COMPETITIVE PROPERTIES No. Property Name Units Ocpy. Year Built Proximity to subject - ---------------------------------------------------------------------------------------------------------------------------- R-1 Sunrunner 2,000 98% 1981 0.5-mile north of subject R-2 Lincoln Shores 631 90% 1984 Across the street R-3 Camden Lakes 688 92% 1983 Adjacent R-4 Lakeside Village 304 94% 1972 Across the street R-5 Crosswinds 208 95% 1987 Less than one mile Subject Sandpiper 275 96% 1977 Average rent in the subject's submarket stands at $691 with rents increasing only $2.09 for existing units between May and November 2002. This is down considerably from the increases seen during previous quarters of $7.06 (1st/02), $8.72 (3rd/01), and $16.39 (1st/01). There has been a recent surge of new construction of units throughout the Tampa Bay area. This, coupled with low interest rates and an increased desire in homeownership, has resulted in slower absorption, higher vacancies, and minimal rent increases. This trend will likely continue until such time as supply and demand equalizes and the market stabilizes. AMERICAN APPRAISAL ASSOCIATES, INC. PROPERTY DESCRIPTION PAGE 16 SANDPIPER, ST. PETERSBURG, FLORIDA PROPERTY DESCRIPTION SITE ANALYSIS Site Area 18.2 acres, or 792,792 square feet Shape Generally rectangular Topography Level Utilities All necessary utilities are available to the site. Soil Conditions Stable Easements Affecting Site None other than typical utility easements Overall Site Appeal Good Flood Zone: Community Panel 125148 0002B, dated Not Available Flood Zone Zone Not Available Zoning RO-P, the subject improvements represent a legal conforming use of the site. REAL ESTATE TAXES ASSESSED VALUE - 2002 ----------------------------------------- TAX RATE / PROPERTY PARCEL NUMBER LAND BUILDING TOTAL MILL RATE TAXES - ------------------------------------------------------------------------------------------------- 183017113420020000 $2,208,000 $7,292,000 $9,500,000 0.02468 $234,442 IMPROVEMENT ANALYSIS Year Built 1977 Number of Units 275 Net Rentable Area 259,982 Square Feet Construction: Foundation Reinforced concrete slab Frame Heavy or light wood Exterior Walls Wood or vinyl siding Roof Composition shingle over a wood truss structure Project Amenities Amenities at the subject include a swimming pool, spa/jacuzzi, basketball court, volleyball court, sand volleyball, tennis court, racquetball court, gym room, car wash, laundry room, freshwater lake, and parking area. Unit Amenities Individual unit amenities include a balcony, and washer dryer connection. Appliances available in each unit include a refrigerator, stove, dishwasher, water heater, garbage disposal, and oven. AMERICAN APPRAISAL ASSOCIATES, INC. PROPERTY DESCRIPTION PAGE 17 SANDPIPER, ST. PETERSBURG, FLORIDA Unit Mix: Unit Area Unit Type Number of Units (Sq. Ft.) - ------------------------------------------------------------------ 1A10 - 1Br/1Ba 28 683 1B10 - 1Br/1Ba 40 694 2A10 - 2Br/1Ba 40 874 2A20 - 2Br/2Ba 56 962 2B20 - 2Br/2Ba 47 1,006 3A20 - 3Br/2Ba 36 1,160 3B20 - 3Br/2Ba 28 1,258 Overall Condition Average Effective Age 26 years Economic Life 45 years Remaining Economic Life 19 years Deferred Maintenance None HIGHEST AND BEST USE ANALYSIS In accordance with the definition of highest and best use, an analysis of the site relating to its legal uses, physical possibilities, and financial feasibility is appropriate. The highest and best use as vacant is to hold for future multi-family development. The subject improvements were constructed in 1977 and consist of a 275-unit multifamily project. The highest and best use as improved is for a continued multifamily use. Overall, the highest and best use of the subject property is the continued use of the existing apartment project. AMERICAN APPRAISAL ASSOCIATES, INC. VALUATION PROCEDURE PAGE 18 SANDPIPER, ST. PETERSBURG, FLORIDA THE VALUATION PROCEDURE There are three traditional approaches, which can be employed in establishing the market value of the subject property. These approaches and their applicability to the valuation of the subject are summarized as follows: THE COST APPROACH The application of the Cost Approach is based on the principle of substitution. This principle may be stated as follows: no one is justified in paying more for a property than that amount by which he or she can obtain, by purchase of a site and construction of a building, without undue delay, a property of equal desirability and utility. In the case of a new building, no deficiencies in the building should exist. In the case of income-producing real estate, the cost of construction plays a minor and relatively insignificant role in determining market value. The Cost Approach is typically only a reliable indicator of value for: (a) new properties; (b) special use properties; and (c) where the cost of reproducing the improvements is easily and accurately quantified and there is no economic obsolescence. In all instances, the issue of an appropriate entrepreneurial profit - the reward for undertaking the risk of construction, remains a highly subjective factor especially in a market lacking significant speculative development. THE SALES COMPARISON APPROACH The Sales Comparison Approach is an estimate of value based upon a process of comparing recent sales of similar properties in the surrounding or competing areas to the subject property. Inherent in this approach is the principle of substitution. The application of this approach consists of comparing the subject property with similar properties of the same general type, which have been sold recently or currently are available for sale in competing areas. This comparative process involves judgment as to the similarity of the subject property and the comparable sale with respect to many value factors such as location, contract rent levels, quality of construction, reputation and prestige, age and condition, among others. The estimated value through this approach represents the probable price at which a willing seller would sell the subject property to a willing and knowledgeable buyer as of the date of value. AMERICAN APPRAISAL ASSOCIATES, INC. VALUATION PROCEDURE PAGE 19 SANDPIPER, ST. PETERSBURG, FLORIDA THE INCOME CAPITALIZATION APPROACH The theory of the Income Capitalization Approach is based on the premise that present value is the value of the cash flow and reversionary value the property will produce over a reasonable holding (ownership) period. The Discounted Cash Flow Analysis will convert equity cash flows (including cash flows and equity reversion) into a present value utilizing an internal rate of return (or discount rate). The Internal Rate of Return (IRR) will be derived from a comparison of alternate investments, a comparative analysis of IRR's used by recent buyers of similar properties, and a review of published industry surveys. The Direct Capitalization Analysis converts one year of income into an overall value using overall capitalization rates from similar sales. The overall rates take into consideration buyers assumptions of the market over the long-term. The results of the Income Capitalization Analysis are usually the primary value indicator for income producing properties. Investors expect a reasonable rate of return on their equity investment based on the ownership risks involved; this approach closely parallels the investment decision process. RECONCILIATION In this instance, we have completed the Sales Comparison and Income Capitalization Approaches to value. As an income producing property, the income approach is a primary approach to value. The Sales Comparison Approach is also considered reliable as investors are buying similar buildings in the market. Our research indicates that market participants are generally not buying, selling, investing, or lending with reliance placed on the methodology of the Cost Approach to establish the value. Therefore, we have decided that the Cost Approach is not a reliable indicator of value for the subject, and this approach has not been utilized. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 20 SANDPIPER, ST. PETERSBURG, FLORIDA SALES COMPARISON APPROACH Use of market or comparable sales requires the collection and analysis of comparable sales data. Similar properties recently sold are compared to the subject and adjusted based on any perceived differences. This method is based on the premise that the costs of acquiring a substitute property would tend to establish a value for the subject property. The premise suggests that if a substitute is unavailable in the market, the reliability of the approach may be subordinate to the other approaches. The reliance on substitute properties produces shortcomings in the validity of this approach. Geographic and demographic characteristics from each submarket restrict which sales may be selected. Recent sales with a similar physical characteristics, income levels, and location are usually limited. The sales we have identified, however, do establish general valuation parameters as well as provide support to our conclusion derived through the income approach method. The standard unit of comparison among similar properties is the sales price per unit and price per square foot of net rentable area. To accurately adjust prices to satisfy the requirements of the sales comparison approach, numerous calculations and highly subjective judgments would be required including consideration of numerous income and expense details for which information may be unreliable or unknown. The sales price per unit and square foot are considered relevant to the investment decision, but primarily as a parameter against which value estimates derived through the income approach can be judged and compared. In examining the comparable sales, we have applied a subjective adjustment analysis, which includes specific adjustments derived from our experience and consulting with the market participants. SALES COMPARISON ANALYSIS Detailed on the following pages are sales transactions involving properties located in the subject's competitive investment market. Photographs of the sale transactions are located in the Addenda. Following the summary of sales is an adjustment grid that is used to arrive at a value. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 21 SANDPIPER, ST. PETERSBURG, FLORIDA SUMMARY OF COMPARABLE SALES -IMPROVED COMPARABLE COMPARABLE DESCRIPTION SUBJECT I - 1 I - 2 - ------------------------------------------------------------------------------------------------------------------------ Property Name Sandpiper Country Crossing Ashley Square LOCATION: Address 10501 3rd Street 7903 Holly Lea Court 5606 Josephine Court City, State St. Petersburg, Florida Tampa, FL Tampa, FL County Pinellas Hillsborough Hillsborough PHYSICAL CHARACTERISTICS: Net Rentable Area (SF) 259,982 204,335 198,528 Year Built 1977 1974 1970 Number of Units 275 232 188 Unit Mix: Type Total Type Total Type Total 1A10 - 1Br/1Ba 28 1Br/1BA 128 1Br/1BA 77 1B10 - 1Br/1Ba 40 2Br/2BA 74 2Br/2BA 88 2A10 - 2Br/1Ba 40 3Br/2BA 30 3Br/2BA 23 2A20 - 2Br/2Ba 56 2B20 - 2Br/2Ba 47 3A20 - 3Br/2Ba 36 3B20 - 3Br/2Ba 28 Average Unit Size (SF) 945 881 1,056 Land Area (Acre) 18.2000 11.8800 9.4100 Density (Units/Acre) 15.1 19.5 20.0 Parking Ratio (Spaces/Unit) 1.09 Adequate Adequate Parking Type (Gr., Cov., etc.) Garage, Open Covered Open Open CONDITION: Good Fair Average APPEAL: Good Fair Average AMENITIES: Pool/Spa Yes/Yes Yes/No Yes/No Gym Room Yes Yes Yes Laundry Room Yes Yes Yes Secured Parking No No No Sport Courts No No No Washer/Dryer Connection Yes No No OCCUPANCY: 96% 90% 80% TRANSACTION DATA: Sale Date July, 2002 February, 2002 Sale Price ($) $5,800,000 $5,600,000 Grantor TCI Country Crossing, Inc. Davna Investments, Ltd Grantee Centurion Partners II, LLC Ashley Square Realty Corp Sale Documentation Doc# 11829-0478 Doc# 11405-0982 Verification CoStar Realty CoStar Realty Telephone Number ESTIMATED PRO-FORMA: Total $ $/Unit $/SF Total $ $/Unit $/SF Potential Gross Income $1,604,832 $6,917 $7.85 $1,558,560 $8,290 $7.85 Vacancy/Credit Loss $ 160,483 $ 692 $0.79 $ 311,712 $1,658 $1.57 Effective Gross Income $1,444,349 $6,226 $7.07 $1,246,848 $6,632 $6.28 Operating Expenses $ 893,200 $3,850 $4.37 $ 718,724 $3,823 $3.62 Net Operating Income $ 551,149 $2,376 $2.70 $ 528,124 $2,809 $2.66 NOTES: Similar neighborhood. Located off Dale Mabry, Overall fair to avg condition very near subject. Small but overall inferior to the community w/limited land- subject scaping/curb appeal PRICE PER UNIT $25,000 $29,787 PRICE PER SQUARE FOOT $28.38 $28.21 EXPENSE RATIO 61.8% 57.6% EGIM 4.02 4.49 OVERALL CAP RATE 9.50% 9.43% Cap Rate based on Pro Forma or Actual Income? ACTUAL ACTUAL COMPARABLE COMPARABLE COMPARABLE DESCRIPTION I - 3 I - 4 I - 5 - -------------------------------------------------------------------------------------------------------------------- Property Name Falls of Tampa Bay Horizon Park Swan Lake LOCATION: Address 4610 North Armenia Avenue 4900 N MacDill Avenue 3401 N. Lakeview Drive City, State Tampa, FL Tampa, FL Tampa, FL County Hillsborough Hillsborough Hillsborough PHYSICAL CHARACTERISTICS: Net Rentable Area (SF) 165,600 96,200 165,000 Year Built 1984 1976 1982 Number of Units 240 128 244 Unit Mix: Type Total Type Total Type Total 1Br/1BA 132 1Br/1BA 84 1Br/1BA 2Br/2BA 108 2Br/2BA 44 2Br/2BA 3Br/2BA 3Br/2BA Average Unit Size (SF) 690 752 676 Land Area (Acre) 5.0290 5.1300 14.0000 Density (Units/Acre) 47.7 25.0 17.4 Parking Ratio (Spaces/Unit) Adequate Adequate Adequate Parking Type (Gr., Cov., etc.) Open Open Open CONDITION: Average Average Average APPEAL: Average Average Average AMENITIES: Pool/Spa Yes/No Yes/No Yes/No Gym Room Yes Yes Yes Laundry Room Yes Yes Yes Secured Parking No No No Sport Courts No No No Washer/Dryer Connection No No No OCCUPANCY: 95% 93% Unknown TRANSACTION DATA: Sale Date December, 2001 June, 2000 December, 2000 Sale Price ($) $8,300,000 $3,550,000 $6,360,000 Grantor ERP Operating, LP Merecorp, Inc UNUM Life Insurance Company Grantee ADHI mantrha, LLC Horizon Pointe Realty Corp Swan Lake Investors, LLC Sale Documentation Doc# 11261-1133 Doc#10245-1621 Doc#10534-0403 Verification CoStar Realty CoStar Realty CoStar Realty/AAA Telephone Number ESTIMATED PRO-FORMA: Total $ $/Unit $/SF Total $ $/Unit $/SF Total $ $/Unit $/SF Potential Gross Income $1,781,856 $7,424 $10.76 $670,560 $5,239 $6.97 $0 $0 $0.00 Vacancy/Credit Loss $ 89,093 $ 371 $ 0.54 $ 46,939 $ 367 $0.49 $0 $0 $0.00 Effective Gross Income $1,692,763 $7,053 $10.22 $623,621 $4,872 $6.48 $0 $0 $0.00 Operating Expenses $ 840,000 $3,500 $ 5.07 $280,000 $2,188 $2.91 $0 $0 $0.00 Net Operating Income $ 852,763 $3,553 $ 5.15 $343,621 $2,685 $3.57 $0 $0 $0.00 NOTES: Good location/curb appeal. Similar neighborhood. Good location. Well-kept Higher density development Property is being totally property in superior with some covered parking. renovated. Now a gated condition Fair condition community PRICE PER UNIT $34,583 $27,734 $26,066 PRICE PER SQUARE FOOT $50.12 $36.90 $38.55 EXPENSE RATIO 49.6% 44.9% N/A EGIM 4.90 5.69 N/A OVERALL CAP RATE 10.27% 9.68% N/A Cap Rate based on Pro Forma or Actual Income? PRO FORMA ACTUAL AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 22 SANDPIPER, ST. PETERSBURG, FLORIDA IMPROVED SALES MAP [MAP] IMPROVED SALES ANALYSIS The improved sales indicate a sales price range from $25,000 to $34,583 per unit. Adjustments have been made to the sales to reflect differences in location, age/condition and quality/appeal. Generally speaking, larger properties typically have a lower price per unit when compared to smaller properties, all else being equal. Similarly, those projects with a higher average unit size will generally have a higher price per unit. After appropriate adjustments are made, the improved sales demonstrate an adjusted range for the subject from $32,813 to $38,042 per unit with a mean or average adjusted price of $35,289 per unit. The median adjusted price is $35,084 per unit. Based on the following analysis, we have concluded to a value of $37,000 per unit, which results in an "as is" value of $10,200,000 (rounded after necessary adjustment, if any). AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 23 SANDPIPER, ST. PETERSBURG, FLORIDA SALES ADJUSTMENT GRID COMPARABLE COMPARABLE DESCRIPTION SUBJECT I - 1 I - 2 - --------------------------------------------------------------------------------------------------------------- Property Name Sandpiper Country Crossing Ashley Square Address 10501 3rd Street 7903 Holly Lea Court 5606 Josephine Court City St. Petersburg, Florida Tampa, FL Tampa, FL Sale Date July, 2002 February, 2002 Sale Price ($) $5,800,000 $5,600,000 Net Rentable Area (SF) 259,982 204,335 198,528 Number of Units 275 232 188 Price Per Unit $25,000 $29,787 Year Built 1977 1974 1970 Land Area (Acre) 18.2000 11.8800 9.4100 VALUE ADJUSTMENTS DESCRIPTION DESCRIPTION ADJ. DESCRIPTION ADJ. Property Rights Conveyed Fee Simple Estate Fee Simple Estate 0% Fee Simple Estate 0% Financing Cash To Seller 0% Cash To Seller 0% Conditions of Sale Arm's Length 0% Arm's Length 0% Date of Sale (Time) 07-2002 5% 02-2002 5% VALUE AFTER TRANS. ADJUST. ($/UNIT) $26,250 $31,277 Location Inferior 10% Inferior 10% Number of Units 275 232 0% 188 0% Quality / Appeal Average Comparable 0% Comparable 0% Age / Condition 1977 1974 / Fair 5% 1970 / Average 5% Occupancy at Sale 96% 90% 5% 80% 10% Amenities Good Comparable 0% Comparable 0% Average Unit Size (SF) 945 881 5% 1,056 -5% PHYSICAL ADJUSTMENT 25% 20% FINAL ADJUSTED VALUE ($/UNIT) $32,813 $37,532 COMPARABLE COMPARABLE COMPARABLE DESCRIPTION I - 3 I - 4 I - 5 - ---------------------------------------------------------------------------------------------------------------- Property Name Falls of Tampa Bay Horizon Park Swan Lake Address 4610 North Armenia Avenue 4900 N MacDill Avenue 3401 N. Lakeview Drive City Tampa, FL Tampa, FL Tampa, FL Sale Date December, 2001 June, 2000 December, 2000 Sale Price ($) $8,300,000 $3,550,000 $6,360,000 Net Rentable Area (SF) 165,600 96,200 165,000 Number of Units 240 128 244 Price Per Unit $34,583 $27,734 $26,066 Year Built 1984 1976 1982 Land Area (Acre) 5.0290 5.1300 14.0000 VALUE ADJUSTMENTS DESCRIPTION ADJ. DESCRIPTION ADJ. DESCRIPTION ADJ. Property Rights Conveyed Fee Simple Estate 0% Fee Simple Estate 0% Fee Simple Estate 0% Financing Cash To Seller 0% Cash To Seller 0% Cash To Seller 0% Conditions of Sale Arm's Length 0% Arm's Length 0% Arm's Length 0% Date of Sale (Time) 12-2001 10% 06-2000 10% 12-2000 10% VALUE AFTER TRANS. ADJUST. ($/UNIT) $38,042 $30,508 $28,672 Location Inferior 10% Inferior 10% Inferior 10% Number of Units 240 0% 128 0% 244 0% Quality / Appeal Comparable 0% Comparable 0% Comparable 0% Age / Condition 1984 / Average -20% 1976 / Average 0% 1982 / Average -5% Occupancy at Sale 95% 0% 93% 0% Unknown 0% Amenities Comparable 0% Comparable 0% Comparable 0% Average Unit Size (SF) 690 10% 752 5% 676 10% PHYSICAL ADJUSTMENT 0% 15% 15% FINAL ADJUSTED VALUE ($/UNIT) $38,042 $35,084 $32,973 SUMMARY VALUE RANGE (PER UNIT) $32,813 TO $ 38,042 MEAN (PER UNIT) $35,289 MEDIAN (PER UNIT) $35,084 VALUE CONCLUSION (PER UNIT) $37,000 VALUE INDICATED BY SALES COMPARISON APPROACH $10,175,000 ROUNDED $10,200,000 NET OPERATING INCOME (NOI) ANALYSIS We have also conducted a net operating income (NOI) comparison analysis. The NOI effectively takes into account the various physical, location, and operating aspects of the sale. When the subject's NOI is compared to the sale NOI, a percent adjustment can be arrived at. The following table illustrates this analysis. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 24 SANDPIPER, ST. PETERSBURG, FLORIDA NOI PER UNIT COMPARISON SALE PRICE NOI/ SUBJECT NOI COMPARABLE NO. OF ---------- -------- -------------- ADJUSTMENT INDICATED NO. UNITS PRICE/UNIT OAR NOI/UNIT SUBJ. NOI/UNIT FACTOR VALUE/UNIT - --------------------------------------------------------------------------------------------------------------------------- I-1 232 $5,800,000 9.50% $551,149 $1,120,999 1.716 $42,897 $ 25,000 $ 2,376 $ 4,076 I-2 188 $5,600,000 9.43% $528,124 $1,120,999 1.451 $43,224 $ 29,787 $ 2,809 $ 4,076 I-3 240 $8,300,000 10.27% $852,763 $1,120,999 1.147 $39,675 $ 34,583 $ 3,553 $ 4,076 I-4 128 $3,550,000 9.68% $343,621 $1,120,999 1.518 $42,113 $ 27,734 $ 2,685 $ 4,076 I-5 244 $6,360,000 0.00% $1,120,999 $ 26,066 $ 4,076 PRICE/UNIT Low High Average Median $39,675 $43,224 $41,978 $42,505 VALUE ANALYSIS BASED ON COMPARABLES NOI PER UNIT Estimated Price Per Unit $ 39,000 Number of Units 275 ----------- Value Based on NOI Analysis $10,725,000 Rounded $10,700,000 The adjusted sales indicate a range of value between $39,675 and $43,224 per unit, with an average of $41,978 per unit. Based on the subject's competitive position within the improved sales, a value of $39,000 per unit is estimated. This indicates an "as is" market value of $10,700,000 (rounded after necessary adjustment, if any) for the NOI Per Unit Analysis. EFFECTIVE GROSS INCOME MULTIPLIER (EGIM) ANALYSIS The effective gross income multiplier (EGIM) is derived by dividing the sales price by the total effective gross income. The following table illustrates the EGIMs for the comparable improved sales. AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 25 SANDPIPER, ST. PETERSBURG, FLORIDA EFFECTIVE GROSS INCOME MULTIPLIER COMPARISON SALE PRICE COMPARABLE NO. OF ---------- EFFECTIVE OPERATING SUBJECT NO. UNITS PRICE/UNIT GROSS INCOME EXPENSE OER PROJECTED OER EGIM - ---------------------------------------------------------------------------------------------------------------------------- I-1 232 $5,800,000 $ 1,444,349 $893,200 61.84% 4.02 $ 25,000 I-2 188 $5,600,000 $ 1,246,848 $718,724 57.64% 4.49 $ 29,787 I-3 240 $8,300,000 $ 1,692,763 $840,000 49.62% 4.90 $ 34,583 45.57% I-4 128 $3,550,000 $ 623,621 $280,000 44.90% 5.69 $ 27,734 I-5 244 $6,360,000 $ 26,066 EGIM Low High Average Median 4.02 5.69 4.78 4.70 VALUE ANALYSIS BASED ON EGIM'S OF COMPARABLE SALES Estimate EGIM 4.50 Subject EGI $2,185,920 ---------- Value Based on EGIM Analysis $9,836,640 Rounded $9,800,000 Value Per Unit $ 35,636 There is an inverse relationship, which generally holds among EGIMs and operating expenses. Properties, which have higher expense ratios, typically sell for relatively less and therefore produce a lower EGIM. As will be illustrated in the Income Capitalization Approach of this report, the subject's operating expense ratio (OER) is estimated at 45.57% before reserves. The comparable sales indicate a range of expense ratios from 44.90% to 61.84%, while their EGIMs range from 4.02 to 5.69. Overall, we conclude to an EGIM of 4.50, which results in an "as is" value estimate in the EGIM Analysis of $9,800,000. SALES COMPARISON CONCLUSION The three valuation methods in the Sales Comparison Approach are shown below. The overall value via the Sales Comparison Approach is estimated at $10,200,000. Price Per Unit $10,200,000 NOI Per Unit $10,700,000 EGIM Analysis $ 9,800,000 Sales Comparison Conclusion $10,200,000 AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 26 SANDPIPER, ST. PETERSBURG, FLORIDA INCOME CAPITALIZATION APPROACH The income capitalization approach is based on the premise that value is created by the expectation of future benefits. We estimated the present value of those benefits to derive an indication of the amount that a prudent, informed purchaser-investor would pay for the right to receive them as of the date of value. This approach requires an estimate of the NOI of a property. The estimated NOI is then converted to a value indication by use of either the direct capitalization or the discounted cash flow analysis (yield capitalization). Direct capitalization uses a single year's stabilized NOI as a basis for a value indication by dividing the income by a capitalization rate. The rate chosen accounts for a recapture of the investment by the investor and should reflect all factors that influence the value of the property, such as tenant quality, property condition, neighborhood change, market trends, interest rates, and inflation. The rate may be extracted from local market transactions or, when transaction evidence is lacking, obtained from trade sources. A discounted cash flow analysis focuses on the operating cash flows expected from the property and the proceeds of a hypothetical sale at the end of a holding period (the reversion). The cash flows and reversion are discounted to their present values using a market-derived discount rate and are added together to obtain a value indication. Because benefits to be received in the future are worth less than the same benefits received in the present, this method weights income in the early years more heavily than the income and the sale proceeds to be received later. The strength of the discounted cash flow method is its ability to recognize variations in projected net income, such as those caused by inflation, stepped leases, neighborhood change, or tenant turnover. Its weakness is that it requires many judgments regarding the actions of likely buyers and sellers of the property in the future. In some situations, both methods yield a similar result. The discounted cash flow method is typically more appropriate for the analysis of investment properties with multiple or long-term leases, particularly leases with cancellation clauses or renewal options. It is especially useful for multi-tenant properties in volatile markets. The direct capitalization AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 27 SANDPIPER, ST. PETERSBURG, FLORIDA method is normally more appropriate for properties with relatively stable operating histories and expectations. A pro forma analysis for the first year of the investment is made to estimate a reasonable potential net operating income for the Subject Property. Such an analysis entails an estimate of the gross income the property should command in the marketplace. From this total gross income must be deducted an allowance for vacancy/collection loss and operating expenses as dictated by general market conditions and the overall character of the subject's tenancy and leased income to arrive at a projected estimate of net operating income. Conversion of the net operating income to an indication of value is accomplished by the process of capitalization, as derived primarily from market data. MARKET RENT ANALYSIS In order to determine a market rental rate for the subject, a survey of competing apartment communities was performed. This survey was displayed previously in the market analysis section of the report. Detailed information pertaining to each of the comparable rental communities, along with photographs, is presented in the Addenda of this report. The following charts display the subject's current asking and actual rent rates as well as a comparison with the previous referenced comparable rental properties. SUMMARY OF ACTUAL AVERAGE RENTS Average Unit Area -------------------- Unit Type (Sq. Ft.) Per Unit Per SF % Occupied - -------------------------------------------------------------------------------- 1A10 - 1Br/1Ba 683 $530 $0.78 100.0% 1B10 - 1Br/1Ba 694 $487 $0.70 95.0% 2A10 - 2Br/1Ba 874 $579 $0.66 95.0% 2A20 - 2Br/2Ba 962 $696 $0.72 98.2% 2B20 - 2Br/2Ba 1006 $666 $0.66 93.8% 3A20 - 3Br/2Ba 1160 $760 $0.66 94.4% 3B20 - 3Br/2Ba 1258 $710 $0.56 92.9% AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 28 SANDPIPER, ST. PETERSBURG, FLORIDA RENT ANALYSIS COMPARABLE RENTS ------------------------------------------------- R-1 R-2 R-3 R-4 R-5 ------------------------------------------------- Lincoln Camden Lakeside Sunrunner Shores Lakes Village Crosswinds ------------------------------------------------- COMPARISON TO SUBJECT SUBJECT SUBJECT ------------------------------------------------- SUBJECT UNIT ACTUAL ASKING Slightly Slightly Slightly DESCRIPTION TYPE RENT RENT Superior Superior Superior Inferior Superior MIN MAX MEDIAN AVERAGE - ----------------------------------------------------------------------------------------------------------------------------------- Monthly Rent 1A10 - 1Br/1Ba $ 530 $ 560 $ 532 $ 585 $ 600 $ 525 $ 620 $ 525 $ 620 $ 585 $ 572 Unit Area (SF) 683 683 600 550 600 618 600 550 618 600 594 Monthly Rent Per Sq. Ft. $ 0.78 $ 0.82 $ 0.89 $ 1.06 $ 1.00 $ 0.85 $ 1.03 $0.85 $ 1.06 $ 1.00 $ 0.97 Monthly Rent 1B10 - 1Br/1Ba $ 487 $ 549 $ 543 $ 608 $ 618 $ 525 $ 629 $ 525 $ 629 $ 608 $ 585 Unit Area (SF) 694 694 615 650 615 618 615 615 650 615 623 Monthly Rent Per Sq. Ft. $ 0.70 $ 0.79 $ 0.88 $ 0.94 $ 1.00 $ 0.85 $ 1.02 $0.85 $ 1.02 $ 0.94 $ 0.94 Monthly Rent 2A10 - 2Br/1Ba $ 579 $ 659 $ 613 $ 608 $ 665 $ 525 $ 682 $ 525 $ 682 $ 613 $ 619 Unit Area (SF) 874 874 703 650 726 618 726 618 726 703 685 Monthly Rent Per Sq. Ft. $ 0.66 $ 0.75 $ 0.87 $ 0.94 $ 0.92 $ 0.85 $ 0.94 $0.85 $ 0.94 $ 0.92 $ 0.90 Monthly Rent 2A20 - 2Br/2Ba $ 696 $ 772 $ 651 $ 880 $ 730 $ 625 $ 775 $ 625 $ 880 $ 730 $ 732 Unit Area (SF) 962 962 810 1,000 810 790 810 790 1,000 810 844 Monthly Rent Per Sq. Ft. $ 0.72 $ 0.80 $ 0.80 $ 0.88 $ 0.90 $ 0.79 $ 0.96 $0.79 $ 0.96 $ 0.88 $ 0.87 Monthly Rent 2B20 - 2Br/2Ba $ 666 $ 759 $ 731 $ 775 $ 833 $ 645 $ 840 $ 645 $ 840 $ 775 $ 765 Unit Area (SF) 1,006 1,006 860 920 885 855 903 855 920 885 885 Monthly Rent Per Sq. Ft. $ 0.66 $ 0.75 $ 0.85 $ 0.84 $ 0.94 $ 0.75 $ 0.93 $0.75 $ 0.94 $ 0.85 $ 0.86 Monthly Rent 3A20 - 3Br/2Ba $ 760 $ 829 $ 702 $ 880 $ 770 $ 865 $ 840 $ 702 $ 880 $ 840 $ 811 Unit Area (SF) 1,160 1,160 903 1,000 903 1,188 903 903 1,188 903 979 Monthly Rent Per Sq. Ft. $ 0.66 $ 0.71 $ 0.78 $ 0.88 $ 0.85 $ 0.73 $ 0.93 $0.73 $ 0.93 $ 0.85 $ 0.83 Monthly Rent 3B20 - 3Br/2Ba $ 710 $ 859 $ 880 $ 770 $ 865 $ 840 $ 770 $ 880 $ 853 $ 839 Unit Area (SF) 1,258 1,258 1,000 903 1,188 903 903 1,188 952 999 Monthly Rent Per Sq. Ft. $ 0.56 $ 0.68 $ 0.88 $ 0.85 $ 0.73 $ 0.93 $0.73 $ 0.93 $ 0.87 $ 0.85 CONCLUDED MARKET RENTAL RATES AND TERMS Based on this analysis above, the subject's concluded market rental rates and gross rental income is calculated as follows: GROSS RENTAL INCOME PROJECTION Market Rent Unit Area ----------------- Monthly Annual Unit Type Number of Units (Sq. Ft.) Per Unit Per SF Income Income - ----------------------------------------------------------------------------------------------------------- 1A10 - 1Br/1Ba 28 683 $530 $ 0.78 $ 14,840 $ 178,080 1B10 - 1Br/1Ba 40 694 $530 $ 0.76 $ 21,200 $ 254,400 2A10 - 2Br/1Ba 40 874 $580 $ 0.66 $ 23,200 $ 278,400 2A20 - 2Br/2Ba 56 962 $690 $ 0.72 $ 38,640 $ 463,680 2B20 - 2Br/2Ba 47 1,006 $705 $ 0.70 $ 33,135 $ 397,620 3A20 - 3Br/2Ba 36 1,160 $780 $ 0.67 $ 28,080 $ 336,960 3B20 - 3Br/2Ba 28 1,258 $810 $ 0.64 $ 22,680 $ 272,160 ----------------------- Total $181,775 $2,181,300 ======================= AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 29 SANDPIPER, ST. PETERSBURG, FLORIDA PRO FORMA ANALYSIS For purposes of this appraisal, we were provided with income and expense data for the subject property. A summary of this data is presented on the following page. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 30 SANDPIPER, ST. PETERSBURG, FLORIDA SUMMARY OF HISTORICAL INCOME & EXPENSES FISCAL YEAR 2000 FISCAL YEAR 2001 FISCAL YEAR 2002 FISCAL YEAR 2003 ---------------------- ---------------------- ---------------------- ---------------------- ACTUAL ACTUAL ACTUAL MANAGEMENT BUDGET ---------------------- ---------------------- ---------------------- ---------------------- DESCRIPTION TOTAL PER UNIT TOTAL PER UNIT TOTAL PER UNIT TOTAL PER UNIT - ----------------------------------------------------------------------------------------------------------------------------------- Revenues Rental Income $2,154,635 $ 7,835 $2,260,319 $ 8,219 $2,227,972 $ 8,102 $2,278,000 $ 8,284 Vacancy $ 76,864 $ 280 $ 88,622 $ 322 $ 146,854 $ 534 $ 74,687 $ 272 Credit Loss/Concessions $ 45,485 $ 165 $ 48,529 $ 176 $ 52,216 $ 190 $ 79,600 $ 289 ------------------------------------------------------------------------------------------------------- Subtotal $ 122,349 $ 445 $ 137,151 $ 499 $ 199,070 $ 724 $ 154,287 $ 561 Laundry Income $ 12,501 $ 45 $ 10,225 $ 37 $ 6,349 $ 23 $ 16,400 $ 60 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 106,283 $ 386 $ 150,434 $ 547 $ 201,635 $ 733 $ 188,400 $ 685 ------------------------------------------------------------------------------------------------------- Subtotal Other Income $ 118,784 $ 432 $ 160,659 $ 584 $ 207,984 $ 756 $ 204,800 $ 745 ------------------------------------------------------------------------------------------------------- Effective Gross Income $2,151,070 $ 7,822 $2,283,827 $ 8,305 $2,236,886 $ 8,134 $2,328,513 $ 8,467 Operating Expenses Taxes $ 205,579 $ 748 $ 213,008 $ 775 $ 231,560 $ 842 $ 249,059 $ 906 Insurance $ 31,928 $ 116 $ 92,993 $ 338 $ 79,195 $ 288 $ 80,349 $ 292 Utilities $ 123,103 $ 448 $ 114,523 $ 416 $ 128,314 $ 467 $ 118,000 $ 429 Repair & Maintenance $ 48,632 $ 177 $ 36,187 $ 132 $ 49,472 $ 180 $ 36,000 $ 131 Cleaning $ 66,490 $ 242 $ 61,936 $ 225 $ 78,231 $ 284 $ 83,000 $ 302 Landscaping $ 103,619 $ 377 $ 88,472 $ 322 $ 127,323 $ 463 $ 110,400 $ 401 Security $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 24,759 $ 90 $ 26,946 $ 98 $ 16,157 $ 59 $ 16,800 $ 61 General Administrative $ 215,680 $ 784 $ 232,200 $ 844 $ 176,318 $ 641 $ 191,556 $ 697 Management $ 111,657 $ 406 $ 121,276 $ 441 $ 113,038 $ 411 $ 117,386 $ 427 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------------------- Total Operating Expenses $ 931,447 $ 3,387 $ 987,541 $ 3,591 $ 999,608 $ 3,635 $1,002,550 $ 3,646 Reserves $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------------------- Net Income $1,219,623 $ 4,435 $1,296,286 $ 4,714 $1,237,278 $ 4,499 $1,325,963 $ 4,822 ANNUALIZED 2003 ---------------------- PROJECTION AAA PROJECTION ---------------------- ---------------------------------- DESCRIPTION TOTAL PER UNIT TOTAL PER UNIT % - ------------------------------------------------------------------------------------------ Revenues Rental Income $2,215,876 $ 8,058 $2,181,300 $ 7,932 100.0% Vacancy $ 144,112 $ 524 $ 152,691 $ 555 7.0% Credit Loss/Concessions $ 81,480 $ 296 $ 65,439 $ 238 3.0% -------------------------------------------------------------- Subtotal $ 225,592 $ 820 $ 218,130 $ 793 10.0% Laundry Income $ 26,856 $ 98 $ 20,625 $ 75 0.9% Garage Revenue $ 0 $ 0 $ 0 $ 0 0.0% Other Misc. Revenue $ 202,068 $ 735 $ 202,125 $ 735 9.3% -------------------------------------------------------------- Subtotal Other Income $ 228,924 $ 832 $ 222,750 $ 810 10.2% -------------------------------------------------------------- Effective Gross Income $2,219,208 $ 8,070 $2,185,920 $ 7,949 100.0% Operating Expenses Taxes $ 249,344 $ 907 $ 247,500 $ 900 11.3% Insurance $ 78,044 $ 284 $ 81,125 $ 295 3.7% Utilities $ 137,808 $ 501 $ 123,750 $ 450 5.7% Repair & Maintenance $ 10,356 $ 38 $ 35,750 $ 130 1.6% Cleaning $ 80,932 $ 294 $ 82,500 $ 300 3.8% Landscaping $ 163,896 $ 596 $ 110,000 $ 400 5.0% Security $ 0 $ 0 $ 0 $ 0 0.0% Marketing & Leasing $ 30,724 $ 112 $ 20,625 $ 75 0.9% General Administrative $ 197,352 $ 718 $ 185,625 $ 675 8.5% Management $ 109,084 $ 397 $ 109,296 $ 397 5.0% Miscellaneous $ 0 $ 0 $ 0 $ 0 0.0% -------------------------------------------------------------- Total Operating Expenses $1,057,540 $ 3,846 $ 996,171 $ 3,622 45.6% Reserves $ 0 $ 0 $ 68,750 $ 250 6.9% -------------------------------------------------------------- Net Income $1,161,668 $ 4,224 $1,120,999 $ 4,076 51.3% REVENUES AND EXPENSES The subject's revenue and expense projections are displayed on the previous chart. Rental income is based on the market analysis previously discussed. Other income consists of forfeited deposits, laundry income, late rent payments, month to month fees, pet fees, vending machine revenue, etc. We forecasted the property's annual operating expenses after reviewing its historical performance at the subject property. We analyzed each item of expense and attempted to forecast amounts a typical informed investor would consider reasonable. VACANCY AND COLLECTION LOSS An investor is primarily interested in the annual revenue an income property is likely to produce over a specified period of time, rather than the income it could produce if it were always 100% occupied and all tenants were paying their rent in full and on time. An investor normally expects some income loss as tenants vacate, fail to pay rent, or pay their rent late. We have projected a stabilized vacancy and collection loss rate of 10% based on the subject's historical performance, as well as the anticipated future market conditions. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 31 SANDPIPER, ST. PETERSBURG, FLORIDA RESERVES FOR REPLACEMENT "Reserves for replacements" is a contingency account allocated to the expenses of the property to provide for replacement of short-lived items and for unforeseen necessary capital expenditures. We have utilized the Korpacz Real Estate Investor Survey of the national apartment market, which reports a range of replacement reserves between $150 and $400 per unit. For purposes of this analysis, we have included an allowance of $250 per unit for reserves for replacement. CAPITAL EXPENDITURES Capital expenditures represent expenses for immediate repair or replacement of items that have average to long lives. Based on our inspection of the property as well as discussions with property management personnel, there are no major items remaining in need of repair or replacement that would require an expense beyond our reserves for replacement. Therefore an allowance of $250 per unit should be satisfactory in our reserves for replacement to cover future capital expenditures. DISCOUNTED CASH FLOW ANALYSIS As the subject is a multi-tenant income property, the Discounted Cash Flow Method is considered appropriate. This method is especially meaningful in that it isolates the timing of the annual cash flows and discounts them, along with the expected equity reversion, to a present value. The present value of the cash flow is added to the present value of the reversion, resulting in a total property value. INVESTMENT CRITERIA Appropriate investment criteria will be derived for the subject based upon analysis of comparable sales and a survey of real estate investors. The following table summarizes the findings of Korpacz National Investor Survey for the most recent period. KORPACZ NATIONAL INVESTOR SURVEY 1ST QUARTER 2003 NATIONAL APARTMENT MARKET CAPITALIZATION RATES --------------------------------------------- GOING-IN TERMINAL -------------------- -------------------- LOW HIGH LOW HIGH ----- ------ ----- ------ RANGE 6.00% 10.00% 7.00% 10.00% AVERAGE 8.14% 8.47% AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 32 SANDPIPER, ST. PETERSBURG, FLORIDA SUMMARY OF OVERALL CAPITALIZATION RATES COMP. NO. SALE DATE OCCUP. PRICE/UNIT OAR - --------------------------------------------------------------------------- I-1 Jul-02 90% $25,000 9.50% I-2 Feb-02 80% $29,787 9.43% I-3 Dec-01 95% $34,583 10.27% I-4 Jun-00 93% $27,734 9.68% I-5 Dec-00 Unknown $26,066 N/A High 10.27% Low 9.43% Average 9.72% Based on this information, we have concluded the subject's overall capitalization rate should be 10.00%. The terminal capitalization rate is applied to the net operating income estimated for the year following the end of the holding period. Based on the concluded overall capitalization rate, the age of the property and the surveyed information, we have concluded the subject's terminal capitalization rate to be 11.00%. Finally, the subject's discount rate or yield rate is estimated based on the previous investor survey and an examination of returns available on alternative investments in the market. Based on this analysis, the subject's discount rate is estimated to be 13.00%. HOLDING PERIOD The survey of investors indicates that most investors are completing either 10-year cash flows or extending the analysis to the end of the lease if it is more than 10-years. A 10-year period has been used in the analysis of the subject with the eleventh year stabilized NOI used to determine the reversion. SELLING COSTS Sales of similar size properties are typically accomplished with the aid of a broker and will also incur legal and other transaction related cost. Based on our survey of brokers and a review of institutional investor projections, an allowance of 2.00% of the sale amount is applied. DISCOUNTED CASH FLOW CONCLUSION Discounting the annual cash flows and the equity reversion at the selected rate of 13.00% indicates a value of $10,500,000. In this instance, the reversion figure contributes AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 33 SANDPIPER, ST. PETERSBURG, FLORIDA approximately 34% of the total value. Investors surveyed for this assignment indicated they would prefer to have the cash flow contribute anywhere from 50% to 60%. Overall, the blend seems reasonable. The cash flow and pricing matrix are located on the following pages. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 34 SANDPIPER, ST. PETERSBURG, FLORIDA DISCOUNTED CASH FLOW ANALYSIS SANDPIPER YEAR APR-2004 APR-2005 APR-2006 APR-2007 APR-2008 APR-2009 FISCAL YEAR 1 2 3 4 5 6 - ------------------------------------------------------------------------------------------------------------- REVENUE Base Rent $2,181,300 $2,235,833 $2,291,728 $2,349,022 $2,407,747 $2,467,941 Vacancy $ 152,691 $ 156,508 $ 160,421 $ 164,432 $ 168,542 $ 172,756 Credit Loss $ 65,439 $ 67,075 $ 68,752 $ 70,471 $ 72,232 $ 74,038 Concessions $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------------------- Subtotal $ 218,130 $ 223,583 $ 229,173 $ 234,902 $ 240,775 $ 246,794 Laundry Income $ 20,625 $ 21,141 $ 21,669 $ 22,211 $ 22,766 $ 23,335 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 202,125 $ 207,178 $ 212,358 $ 217,667 $ 223,108 $ 228,686 ---------------------------------------------------------------------- Subtotal Other Income $ 222,750 $ 228,319 $ 234,027 $ 239,877 $ 245,874 $ 252,021 ---------------------------------------------------------------------- EFFECTIVE GROSS INCOME $2,185,920 $2,240,568 $2,296,582 $2,353,997 $2,412,847 $2,473,168 OPERATING EXPENSES: Taxes $ 247,500 $ 254,925 $ 262,573 $ 270,450 $ 278,563 $ 286,920 Insurance $ 81,125 $ 83,559 $ 86,066 $ 88,647 $ 91,307 $ 94,046 Utilities $ 123,750 $ 127,463 $ 131,286 $ 135,225 $ 139,282 $ 143,460 Repair & Maintenance $ 35,750 $ 36,823 $ 37,927 $ 39,065 $ 40,237 $ 41,444 Cleaning $ 82,500 $ 84,975 $ 87,524 $ 90,150 $ 92,854 $ 95,640 Landscaping $ 110,000 $ 113,300 $ 116,699 $ 120,200 $ 123,806 $ 127,520 Security $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 20,625 $ 21,244 $ 21,881 $ 22,537 $ 23,214 $ 23,910 General Administrative $ 185,625 $ 191,194 $ 196,930 $ 202,837 $ 208,923 $ 215,190 Management $ 109,296 $ 112,028 $ 114,829 $ 117,700 $ 120,642 $ 123,658 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------------------- TOTAL OPERATING EXPENSES $ 996,171 $1,025,510 $1,055,715 $1,086,812 $1,118,828 $1,151,790 Reserves $ 68,750 $ 70,813 $ 72,937 $ 75,125 $ 77,379 $ 79,700 ---------------------------------------------------------------------- NET OPERATING INCOME $1,120,999 $1,144,246 $1,167,931 $1,192,060 $1,216,640 $1,241,678 Operating Expense Ratio (% of EGI) 45.6% 45.8% 46.0% 46.2% 46.4% 46.6% Operating Expense Per Unit $ 3,622 $ 3,729 $ 3,839 $ 3,952 $ 4,068 $ 4,188 YEAR APR-2010 APR-2011 APR-2012 APR-2013 APR-2014 FISCAL YEAR 7 8 9 10 11 - ------------------------------------------------------------------------------------------------ REVENUE Base Rent $2,529,639 $2,592,880 $2,657,702 $2,724,145 $2,792,248 Vacancy $ 177,075 $ 181,502 $ 186,039 $ 190,690 $ 195,457 Credit Loss $ 75,889 $ 77,786 $ 79,731 $ 81,724 $ 83,767 Concessions $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------- Subtotal $ 252,964 $ 259,288 $ 265,770 $ 272,414 $ 279,225 Laundry Income $ 23,919 $ 24,517 $ 25,130 $ 25,758 $ 26,402 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 234,403 $ 240,263 $ 246,270 $ 252,426 $ 258,737 ---------------------------------------------------------- Subtotal Other Income $ 258,322 $ 264,780 $ 271,399 $ 278,184 $ 285,139 ---------------------------------------------------------- EFFECTIVE GROSS INCOME $2,534,997 $2,598,372 $2,663,331 $2,729,915 $2,798,162 OPERATING EXPENSES: Taxes $ 295,528 $ 304,394 $ 313,526 $ 322,931 $ 332,619 Insurance $ 96,867 $ 99,774 $ 102,767 $ 105,850 $ 109,025 Utilities $ 147,764 $ 152,197 $ 156,763 $ 161,466 $ 166,310 Repair & Maintenance $ 42,687 $ 43,968 $ 45,287 $ 46,646 $ 48,045 Cleaning $ 98,509 $ 101,465 $ 104,509 $ 107,644 $ 110,873 Landscaping $ 131,346 $ 135,286 $ 139,345 $ 143,525 $ 147,831 Security $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 24,627 $ 25,366 $ 26,127 $ 26,911 $ 27,718 General Administrative $ 221,646 $ 228,295 $ 235,144 $ 242,199 $ 249,464 Management $ 126,750 $ 129,919 $ 133,167 $ 136,496 $ 139,908 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------- TOTAL OPERATING EXPENSES $1,185,725 $1,220,663 $1,256,633 $1,293,666 $1,331,794 Reserves $ 82,091 $ 84,554 $ 87,090 $ 89,703 $ 92,394 ---------------------------------------------------------- NET OPERATING INCOME $1,267,181 $1,293,155 $1,319,608 $1,346,545 $1,373,974 Operating Expense Ratio (% of EGI) 46.8% 47.0% 47.2% 47.4% 47.6% Operating Expense Per Unit $ 4,312 $ 4,439 $ 4,570 $ 4,704 $ 4,843 Estimated Stabilized NOI $1,120,999 Sales Expense Rate 2.00% Months to Stabilized 1 Discount Rate 13.00% Stabilized Occupancy 93.0% Terminal Cap Rate 11.00% Gross Residual Sale Price $12,490,675 Deferred Maintenance $ 0 Less: Sales Expense $ 249,813 Add: Excess Land $ 0 ----------- Net Residual Sale Price $12,240,861 Other Adjustments $ 0 ----------- PV of Reversion $ 3,606,015 Value Indicated By "DCF" $10,510,661 Add: NPV of NOI $ 6,904,646 Rounded $10,500,000 ----------- PV Total $10,510,661 "DCF" VALUE SENSITIVITY TABLE DISCOUNT RATE ---------------------------------------------------------------------------------------- TOTAL VALUE 12.50% 12.75% 13.00% 13.25% 13.50% - ------------------------------------------------------------------------------------------------------------------------------ TERMINAL CAP RATE 10.50% $11,009,206 $10,844,066 $10,682,376 $10,524,052 $10,369,014 10.75% $10,917,368 $10,754,244 $10,594,522 $10,438,119 $10,284,954 11.00% $10,829,705 $10,668,505 $10,510,661 $10,356,091 $10,204,715 11.25% $10,745,938 $10,586,577 $10,430,527 $10,277,708 $10,128,042 11.50% $10,665,812 $10,508,210 $10,353,878 $10,202,734 $10,054,703 AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 35 SANDPIPER, ST. PETERSBURG, FLORIDA INCOME LOSS DURING LEASE-UP The subject is currently near or at a stabilized condition. Therefore, there is no income loss during lease-up at the subject property. CONCESSIONS Concessions have historically not been utilized at the subject property or in the subject's market. Therefore, no adjustment was included for concessions. DIRECT CAPITALIZATION METHOD After having projected the income and expenses for the property, the next step in the valuation process is to capitalize the net income into an estimate of value. The selected overall capitalization rate ("OAR") covers both return on and return of capital. It is the overall rate of return an investor expects. After considering the market transactions and the investor surveys, we previously conclude that an overall rate of 10.00% percent is applicable to the subject. The results of our direct capitalization analysis are as follows: AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 36 SANDPIPER, ST. PETERSBURG, FLORIDA SANDPIPER TOTAL PER Sq. Ft. PER UNIT % OF EGI - ---------------------------------------------------------------------------------------------------- REVENUE Base Rent $ 2,181,300 $ 8.39 $ 7,932 Less: Vacancy & Collection Loss 10.00% $ 218,130 $ 0.84 $ 793 Plus: Other Income Laundry Income $ 20,625 $ 0.08 $ 75 0.94% Garage Revenue $ 0 $ 0.00 $ 0 0.00% Other Misc. Revenue $ 202,125 $ 0.78 $ 735 9.25% ------------------------------------------ Subtotal Other Income $ 222,750 $ 0.86 $ 810 10.19% EFFECTIVE GROSS INCOME $ 2,185,920 $ 8.41 $ 7,949 OPERATING EXPENSES: Taxes $ 247,500 $ 0.95 $ 900 11.32% Insurance $ 81,125 $ 0.31 $ 295 3.71% Utilities $ 123,750 $ 0.48 $ 450 5.66% Repair & Maintenance $ 35,750 $ 0.14 $ 130 1.64% Cleaning $ 82,500 $ 0.32 $ 300 3.77% Landscaping $ 110,000 $ 0.42 $ 400 5.03% Security $ 0 $ 0.00 $ 0 0.00% Marketing & Leasing $ 20,625 $ 0.08 $ 75 0.94% General Administrative $ 185,625 $ 0.71 $ 675 8.49% Management 5.00% $ 109,296 $ 0.42 $ 397 5.00% Miscellaneous $ 0 $ 0.00 $ 0 0.00% TOTAL OPERATING EXPENSES $ 996,171 $ 3.83 $ 3,622 45.57% Reserves $ 68,750 $ 0.26 $ 250 3.15% ------------------------------------------ NET OPERATING INCOME $ 1,120,999 $ 4.31 $ 4,076 51.28% "GOING IN" CAPITALIZATION RATE 10.00% VALUE INDICATION $11,209,990 $43.12 $40,764 "AS IS" VALUE INDICATION (DIRECT CAPITALIZATION APPROACH) $11,209,990 ROUNDED $11,200,000 $43.08 $40,727 AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 37 SANDPIPER, ST. PETERSBURG, FLORIDA DIRECT CAPITALIZATION VALUE SENSITIVITY TABLE CAP RATE VALUE ROUNDED $/UNIT $/SF - ----------------------------------------------------------------------------- 9.25% $12,118,908 $12,100,000 $44,000 $46.54 9.50% $11,799,989 $11,800,000 $42,909 $45.39 9.75% $11,497,426 $11,500,000 $41,818 $44.23 10.00% $11,209,990 $11,200,000 $40,727 $43.08 10.25% $10,936,576 $10,900,000 $39,636 $41.93 10.50% $10,676,181 $10,700,000 $38,909 $41.16 10.75% $10,427,898 $10,400,000 $37,818 $40.00 CONCLUSION BY THE DIRECT CAPITALIZATION METHOD Applying the capitalization rate to our estimated NOI results in an estimated value of $11,200,000. CORRELATION AND CONCLUSION BY THE INCOME APPROACH The two methods used to estimate the market value of the subject property by the income approach resulted in the following indications of value: Discounted Cash Flow Analysis $10,500,000 Direct Capitalization Method $11,200,000 Giving consideration to the indicated values provided by both techniques, we have concluded the estimated value by the income capitalization approach to be $10,500,000. AMERICAN APPRAISAL ASSOCIATES, INC. RECONCILIATION AND CONCLUSION PAGE 38 SANDPIPER, ST. PETERSBURG, FLORIDA RECONCILIATION AND CONCLUSION This appraisal was made to express an opinion as of the Market Value of the fee simple estate in the property. AS IS MARKET VALUE OF THE FEE SIMPLE ESTATE Cost Approach Not Utilized Sales Comparison Approach $10,200,000 Income Approach $10,500,000 Reconciled Value $10,500,000 The Income Capitalization Method is considered a reliable indicator of value. Income and expenses were estimated and projected based on historical operating statements and market oriented expenses. This method is primarily used by investors in their underwriting analysis. Furthermore, there was good support for an overall rate in the Direct Capitalization Method. The Sales Comparison Approach to value supported the value conclusion by the Income Approach and was given secondary consideration. Investment-grade, income-producing properties such as the subject are not typically traded based on cost. Therefore, the Cost Approach has not been considered in our valuation. FINAL VALUE - FEE SIMPLE ESTATE Based on the investigation and premise outlined, it is our opinion that as of May 14, 2003 the market value of the fee simple estate in the property is: $10,500,000 AMERICAN APPRAISAL ASSOCIATES, INC. ADDENDA SANDPIPER, ST. PETERSBURG, FLORIDA ADDENDA AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A SANDPIPER, ST. PETERSBURG, FLORIDA EXHIBIT A SUBJECT PHOTOGRAPHS AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A SANDPIPER, ST. PETERSBURG, FLORIDA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] ENTRANCE REAR OF CLUBHOUSE AND POOL [PICTURE] [PICTURE] TYPICAL APARTMENT BUILDING TYPICAL APARTMENT BUILDING [PICTURE] [PICTURE] POOL/LAKE VIEW PICNIC AREA BY THE POOL AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A SANDPIPER, ST. PETERSBURG, FLORIDA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] INTERIOR VIEW - CLUBHOUSE INTERIOR VIEW - LAUNDRY [PICTURE] [PICTURE] INTERIOR VIEW - MODEL APARTMENT INTERIOR VIEW - MODEL APARTMENT [PICTURE] [PICTURE] INTERIOR VIEW - MODEL APARTMENT INTERIOR VIEW - MODEL APARTMENT AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B SANDPIPER, ST. PETERSBURG, FLORIDA EXHIBIT B SUMMARY OF RENT COMPARABLES AND PHOTOGRAPH OF COMPARABLES AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B SANDPIPER, ST. PETERSBURG, FLORIDA PHOTOGRAPHS OF COMPARABLE SALE PROPERTIES COMPARABLE I-1 COMPARABLE I-2 COMPARABLE I-3 COUNTRY CROSSING ASHLEY SQUARE FALLS OF TAMPA BAY 7903 Holly Lea Court 5606 Josephine Court 4610 North Armenia Avenue Tampa, FL Tampa, FL Tampa, FL [PICTURE] [PICTURE] [PICTURE] COMPARABLE I-4 COMPARABLE I-5 HORIZON PARK SWAN LAKE 4900 N MacDill Avenue 3401 N. Lakeview Drive Tampa, FL Tampa, FL [PICTURE] [PICTURE] AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B SANDPIPER, ST. PETERSBURG, FLORIDA SUMMARY OF COMPARABLE RENTAL PROPERTIES COMPARABLE DESCRIPTION SUBJECT R - 1 - ---------------------------------------------------------------------------------------------------------------------------------- Property Name Sandpiper Sunrunner Management Company Aimco Aimco LOCATION: Address 10501 3rd Street 11400 4th Street City, State St. Petersburg, Florida St. Petersburg, FL County Pinellas Pinellas Proximity to Subject 0.5-mile north of subject PHYSICAL CHARACTERISTICS: Net Rentable Area (SF) 259,982 145,272 Year Built 1977 1981 Effective Age 26 22 Building Structure Type Wood/Stucco Wood/Stucco Parking Type (Gr., Cov., etc.) Open Open Number of Units 275 2,000 Unit Mix: Type Unit Qty. Mo. Rent Type Unit Qty. Mo. 1 1A10 - 1Br/1Ba 683 28 $530 1 1A10 - 1Br/1Ba 600 72 $532 2 1B10 - 1Br/IBa 694 40 $487 2 1B10 - 1Br/1Ba 615 8 $543 3 2A10 - 2Br/1Ba 874 40 $579 3 1C10 - 1Br/1Ba 703 32 $613 4 2A20 - 2Br/2Ba 962 56 $696 4 2A20 - 2Br/2Ba 810 48 $651 5 2B20 - 2Br/2Ba 1,006 47 $666 5 2B20 - 2Br/2Ba 860 8 $731 6 3A20 - 3Br/2Ba 1,160 36 $760 6 2C20 - 2Br/2Ba 903 32 $702 7 3B20 - 3Br/2Ba 1,258 28 $710 Average Unit Size (SF) 945 Unit Breakdown: Efficiency 2-Bedroom 32% Efficiency 2-Bedroom 44% 1-Bedroom 56% 3-Bedroom 1-Bedroom 56% 3-Bedroom CONDITION: Average Average APPEAL: Average Average AMENITIES: Unit Amenities Attach. Garage Vaulted Ceiling Attach. Garage Vaulted Ceiling X Balcony X W/D Connect. X Balcony W/D Connect. Fireplace Fireplace Cable TV Ready Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool X Spa/Jacuzzi X Car Wash Spa/Jacuzzi X Car Wash X Basketball Court BBQ Equipment X Basketball Court BBQ Equipment X Volleyball Court Theater Room Volleyball Court Theater Room X Sand Volley Ball Meeting Hall X Sand Volley Ball Meeting Hall X Tennis Court Secured Parking X Tennis Court Secured Parking X Racquet Ball X Laundry Room X Racquet Ball X Laundry Room Jogging Track Business Office Jogging Track Business Office X Gym Room X Freshwater Lake X Gym Room X Freshwater Lake OCCUPANCY: 96% 98% LEASING DATA: Available Leasing Terms 6 to 12 months 6 to 12 months Concessions Limited, based on unit availability Pet Deposit Yes Yes Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Manager and AIMCO Manager Telephone Number 727-576-1289 727-577-1888 NOTES: COMPARISON TO SUBJECT: Slightly Superior COMPARABLE COMPARABLE DESCRIPTION R - 2 R - 3 - ----------------------------------------------------------------------------------------------------------------------------------- Property Name Lincoln Shores Camden Lakes Management Company Lincoln Property Management Camden LOCATION: Address 11601 4th Street 11401 N 9th Street City, State St. Petersburg, FL St. Petersburg, FL County Pinellas Pinellas Proximity to Subject Across the street Adjacent PHYSICAL CHARACTERISTICS: Net Rentable Area (SF) 473,881 503,616 Year Built 1984 1983 Effective Age 19 20 Building Structure Type Brick/stucco Wood/stucco Parking Type (Gr., Cov., etc.) Open, plus some garages Open Number of Units 631 688 Unit Mix: Type Unit Qty. Mo. Type Unit Qty. Mo. 1 1Br/1BA 550 144 $585 1 1Br/1BA 600 202 $600 2 1Br/1BA 650 160 $608 2 1Br/1BA 615 54 $618 3 1Br/1BA 650 160 $608 3 1Br/1BA 726 128 $665 4 2Br/2Ba 1,000 176 $880 4 2Br/2Ba 810 192 $730 5 2Br/2Ba,Loft 920 7 $775 5 2Br/2Ba,Loft 885 16 $833 6 2Br/2Ba 1,000 176 $880 6 2Br/2Ba 903 96 $770 7 2Br/2Ba 1,000 176 $880 7 2Br/2Ba 903 96 $770 Average Unit Size (SF) 822 753 Unit Breakdown: Efficiency 2-Bedroom 29% Efficiency 2-Bedroom 44% 1-Bedroom 71% 3-Bedroom 1-Bedroom 56% 3-Bedroom CONDITION: Slightly Superior Average APPEAL: Good Average AMENITIES: Unit Amenities X Attach. Garage Vaulted Ceiling Attach. Garage Vaulted Ceiling X Balcony W/D Connect. X Balcony W/D Connect. X Fireplace Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool Spa/Jacuzzi X Car Wash Spa/Jacuzzi X Car Wash X Basketball Court BBQ Equipment X Basketball Court BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room X Sand Volley Ball Meeting Hall X Sand Volley Ball Meeting Hall X Tennis Court Secured Parking X Tennis Court Secured Parking X Racquet Ball X Laundry Room X Racquet Ball X Laundry Room Jogging Track X Business Office Jogging Track X Business Office X Gym Room X Freshwater Lake X Gym Room X Freshwater Lake OCCUPANCY: 90% 92% LEASING DATA: Available Leasing Terms 6 to 13 months 6 to 12 months Concessions $99 move-in special, free rent select units Free rent on selected units Pet Deposit Yes Yes Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Leasing Agent Leasing Agent Telephone Number 727-577-5553 727-577-7557 NOTES: Nearby property. Large but well-maintained and Nearby property. Large but well-maintained and attractive. Gated community. attractive. Slightly better curb appeal. Floor plans are the same as those offered at the subject property. Slightly better curb appeal. Rents shown are avg rate of the range for each Rents shown are avg rate of the range for each unit type unit type COMPARISON TO SUBJECT: Superior Slightly Superior COMPARABLE COMPARABLE DESCRIPTION R - 4 R - 5 - ---------------------------------------------------------------------------------------------------------------------------------- Property Name Lakeside Village Crosswinds Management Company Consolidated Management Equity Residential LOCATION: Address 502 N 116th Avenue 500 110th Avenue North City, State St. Petersburg, FL St. Petersburg, FL County Pinellas Pinellas Proximity to Subject Across the street Less than one mile PHYSICAL CHARACTERISTICS: Net Rentable Area (SF) 239,552 154,128 Year Built 1972 1987 Effective Age 31 16 Building Structure Type Wood/stucco Wood/stucco Parking Type (Gr., Cov., etc.) Open Open Number of Units 304 208 Unit Mix: Type Unit Qty. Mo. Type Unit Qty. Mo. 1 1Br/1BA 618 64 $525 1 1Br/1BA 600 48 $620 2 1Br/1BA 618 64 $525 2 1Br/1BA 615 16 $629 3 1Br/1BA 618 64 $525 3 1Br/1BA 726 48 $682 4 2Br/2Ba 790 72 $625 4 2Br/2Ba 810 64 $775 5 2Br/2Ba, Loft 855 44 $645 5 2Br/2Ba 903 32 $840 6 2Br/2Ba 1,188 20 $865 6 2Br/2Ba 903 32 $840 7 2Br/2Ba 1,188 20 $865 7 2Br/2Ba 903 32 $840 Average Unit Size (SF) 749 779 Unit Breakdown: Efficiency 2-Bedroom 50% Efficiency 2-Bedroom 46% 1-Bedroom 50% 3-Bedroom 1-Bedroom 54% 3-Bedroom CONDITION: Average Average APPEAL: Average Average AMENITIES: Unit Amenities Attach. Garage Vaulted Ceiling Attach. Garage Vaulted Ceiling X Balcony X W/D Connect. X Balcony W/D Connect. Fireplace Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool Spa/Jacuzzi X Car Wash Spa/Jacuzzi X Car Wash Basketball Court BBQ Equipment Basketball Court BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room X Sand Volley Ball Meeting Hall Sand Volley Ball Meeting Hall X Tennis Court Secured Parking X Tennis Court Secured Parking Racquet Ball X Laundry Room Racquet Ball X Laundry Room Jogging Track Business Office Jogging Track Business Office X Gym Room X Freshwater Lake X Gym Room X Freshwater Lake OCCUPANCY: 94% 95% LEASING DATA: Available Leasing Terms 6 to 12 months 6 to 12 months Concessions One month free rent None currently Pet Deposit Yes Yes Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Leasing Agent Leasing Agent Telephone Number 727-576-5296 NOTES: Nearby property. Well maintained. Nearby property offering the same floor plans This property does offer washer/dryer as those at the subject property connections. Very comparable but slightly better curb appeal and appears to be in better overall condition. Rents shown are avg rate of the range for each Rents shown are avg rate of the range for each unit type unit type COMPARISON TO SUBJECT: Slightly Inferior Superior AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B SANDPIPER, ST. PETERSBURG, FLORIDA PHOTOGRAPHS OF COMPARABLE RENT PROPERTIES COMPARABLE R-1 COMPARABLE R-2 COMPARABLE R-3 SUNRUNNER LINCOLN SHORES CAMDEN LAKES 11400 4th Street 11601 4th Street 11401 N 9th Street St. Petersburg, FL St. Petersburg, FL St. Petersburg, FL [PICTURE] [PICTURE] [PICTURE] COMPARABLE R-4 COMPARABLE R-5 LAKESIDE VILLAGE CROSSWINDS 502 N 116th Avenue 500 110th Avenue North St. Petersburg, FL St. Petersburg, FL [PICTURE] [PICTURE] AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C SANDPIPER, ST. PETERSBURG, FLORIDA EXHIBIT C ASSUMPTIONS AND LIMITING CONDITIONS (3 PAGES) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C SANDPIPER, ST. PETERSBURG, FLORIDA No responsibility is assumed for matters legal in nature. No investigation has been made of the title to or any liabilities against the property appraised. In this appraisal, it is presumed that, unless otherwise noted, the owner's claim is valid, the property rights are good and marketable, and there are no encumbrances which cannot be cleared through normal processes. To the best of our knowledge, all data set forth in this report are true and accurate. Although gathered from reliable sources, no guarantee is made nor liability assumed for the accuracy of any data, opinions, or estimates identified as being furnished by others which have been used in formulating this analysis. Land areas and descriptions used in this appraisal were obtained from public records and have not been verified by legal counsel or a licensed surveyor. No soil analysis or geological studies were ordered or made in conjunction with this report, nor were any water, oil, gas, or other subsurface mineral and use rights or conditions investigated. Substances such as asbestos, urea-formaldehyde foam insulation, other chemicals, toxic wastes, or other potentially hazardous materials could, if present, adversely affect the value of the property. Unless otherwise stated in this report, the existence of hazardous substance, which may or may not be present on or in the property, was not considered by the appraiser in the development of the conclusion of value. The stated value estimate is predicated on the assumption that there is no material on or in the property that would cause such a loss in value. No responsibility is assumed for any such conditions, and the client has been advised that the appraiser is not qualified to detect such substances, quantify the impact on values, or develop the remedial cost. No environmental impact study has been ordered or made. Full compliance with applicable federal, state, and local environmental regulations and laws is assumed unless otherwise stated, defined, and considered in the report. It is also assumed that all required licenses, consents, or other legislative or administrative authority from any local, state, or national government or private entity organization either have been or can be obtained or renewed for any use which the report covers. AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C SANDPIPER, ST. PETERSBURG, FLORIDA It is assumed that all applicable zoning and use regulations and restrictions have been complied with unless a nonconformity has been stated, defined, and considered in the appraisal report. Further, it is assumed that the utilization of the land and improvements is within the boundaries of the property described and that no encroachment or trespass exists unless noted in the report. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the act. If so, this fact could have a negative effect on the value of the property. Since we have no direct evidence relating to this issue, we did not consider the possible noncompliance with the requirements of ADA in estimating the value of the property. We have made a physical inspection of the property and noted visible physical defects, if any, in our report. This inspection was made by individuals generally familiar with real estate and building construction. However, these individuals are not architectural or structural engineers who would have detailed knowledge of building design and structural integrity. Accordingly, we do not opine on, nor are we responsible for, the structural integrity of the property including its conformity to specific governmental code requirements, such as fire, building and safety, earthquake, and occupancy, or any physical defects which were not readily apparent to the appraiser during the inspection. The value or values presented in this report are based upon the premises outlined herein and are valid only for the purpose or purposes stated. The date of value to which the conclusions and opinions expressed apply is set forth in this report. The value opinion herein rendered is based on the status of the national business economy and the purchasing power of the U.S. dollar as of that date. Testimony or attendance in court or at any other hearing is not required by reason of this appraisal unless arrangements are previously made within a reasonable time in advance for AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C SANDPIPER, ST. PETERSBURG, FLORIDA such testimony, and then such testimony shall be at American Appraisal Associates, Inc.'s, prevailing per diem for the individuals involved. Possession of this report or any copy thereof does not carry with it the right of publication. No portion of this report (especially any conclusion to use, the identity of the appraiser or the firm with which the appraiser is connected, or any reference to the American Society of Appraisers or the designations awarded by this organization) shall be disseminated to the public through prospectus, advertising, public relations, news, or any other means of communication without the written consent and approval of American Appraisal Associates, Inc. AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT D SANDPIPER, ST. PETERSBURG, FLORIDA EXHIBIT D CERTIFICATE OF APPRAISER (1 PAGE) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT D CERTIFICATE OF APPRAISER I certify that, to the best of my knowledge and belief The statements of fact contained in this report are true and correct. The report analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and represent the impartial and unbiased professional analyses, opinions, and conclusions of American Appraisal Associates, Inc. American Appraisal Associates, Inc., and I personally have no present or prospective interest in or bias with respect to the property that is the subject of this report and have no personal interest or bias with respect to the parties involved. The engagement of American Appraisal Associates, Inc., and myself personally in this assignment and compensation for American Appraisal Associates, Inc., are not contingent on the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. The analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice and the Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers. I personally inspected the property that is the subject of this report. No one provided me with significant real property appraisal. -s- Alice MacQueen ------------------ Alice MacQueen Vice President, Real Estate Group Florida Certified General Real Estate Appraiser #RZ0002202 AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E SANDPIPER, ST. PETERSBURG, FLORIDA EXHIBIT E QUALIFICATIONS OF APPRAISER (2 PAGES) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E SANDPIPER, ST. PETERSBURG, FLORIDA ALICE MacQUEEN VICE PRESIDENT AND PRINCIPAL, REAL ESTATE GROUP POSITION Alice MacQueen serves as a Vice President and Principal for the Dallas Real Estate Group of American Appraisal Associates, Inc. ("AAA"). EXPERIENCE Valuation Ms. MacQueen specializes in the appraisal of investment real estate and is annually involved in the valuation of several billion dollars of real property. The purposes of these valuations include allocation of purchase price, charitable donation, financing, purchase, sale, and syndication. She has also been involved in land planning analyses for major mixed-use developments. She has appraised various types of real estate including congregate care facilities, industrial properties, manufacturing facilities, office buildings, recreational subdivisions and planned unit developments, single- and multifamily residential properties, and shopping centers. Special-purpose properties she has appraised include campgrounds, churches, country clubs, golf courses, historic landmarks, proprietary cemeteries, and schools. In addition to market value opinions, Ms. MacQueen has provided feasibility and highest and best use studies. She has also been involved in several research projects, providing background studies involving major property tax appeal cases. These studies included the impact of inflation, rate of return considerations, sales-assessment ratio analyses, and the applicability of income capitalization to commercial and industrial properties. AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E SANDPIPER, ST. PETERSBURG, FLORIDA Ms. MacQueen has appraised real estate in 46 U.S. states, Mexico, and Puerto Rico. Business Ms. MacQueen joined AAA in 1983. She served as Regional Real Estate Director for the southeastern United States from 1987 to 1992 and as National Director of the Real Estate Valuation Group from 1992 through 1995, when she assumed her current position. Before joining the firm, she was involved in property management for five years and spent an additional five years as an appraiser, consultant, and research analyst. EDUCATION Realtors Institute of Virginia Greenbrier College for Women - Liberal Arts STATE CERTIFICATIONS State of Arizona, Certified General Real Estate Appraiser, #30987 State of Florida, Certified General Appraiser, #RZ0002202 State of Georgia, Certified General Real Property Appraiser, #239776 State of Minnesota, Certified General Real Property Appraiser, #AP-20144872 State of New Mexico, General Certified Appraiser, #001626-G State of Utah, State Certified General Appraiser, #CG00057001 PROFESSIONAL American Society of Appraisers, Candidate AFFILIATIONS AMERICAN APPRAISAL ASSOCIATES, INC. SANDPIPER, ST. PETERSBURG, FLORIDA GENERAL SERVICE CONDITIONS AMERICAN APPRAISAL ASSOCIATES, INC. SANDPIPER, ST. PETERSBURG, FLORIDA GENERAL SERVICE CONDITIONS The services(s) provided by AAA will be performed in accordance with professional appraisal standards. Our compensation is not contingent in any way upon our conclusions of value. We assume, without independent verification, the accuracy of all data provided to us. We will act as an independent contractor and reserve the right to use subcontractors. All files, workpapers or documents developed by us during the course of the engagement will be our property. We will retain this data for at least five years. Our report is to be used only for the specific purpose stated herein; and any other use is invalid. No reliance may be made by any third party without our prior written consent. You may show our report in its entirety to those third parties who need to review the information contained herein. No one should rely on our report as a substitute for their own due diligence. We understand that our reports will be described in public tender offer documents distributed to limited partners. We reserve the right to review the public tender offer documents prior to their issuance to confirm that disclosures of facts from the current appraisals are accurate. No reference to our name or our report, in whole or in part, in any other SEC filing or private placement memorandum you prepare and/or distribute to third parties may be made without our prior written consent. The Tender Offer Partnerships, as that term is defined in the Settlement Agreement, agree to indemnify and hold us harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorneys' fees, to which we may become subject in connection with this engagement except where such losses, claims, actions, damages, expenses or liabilities, including reasonable attorney's fees, arise or result from AAA's misconduct, bad faith or negligence. Co-Clients will not be liable for any of our acts or omissions. AAA is an equal opportunity employer.