WILLIAMSBURG MANOR 1248 DONALDSON DRIVE CARY, NORTH CAROLINA MARKET VALUE - FEE SIMPLE ESTATE AS OF MAY 12, 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] JUNE 30, 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: WILLIAMSBURG MANOR 1248 DONALDSON DRIVE GARY, WAKE COUNTY, NORTH CAROLINA 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 183 units with a total of 212,750 square feet of rentable area. The improvements were built in 1971. The improvements are situated on 16.02 acres. Overall, the improvements are in average condition. As of the date of this appraisal, the subject property is 93% 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 12, 2003 is: ($8,700,000) Respectfully submitted, AMERICAN APPRAISAL ASSOCIATES, INC. /s/ Frank Fehribach June 30, 2003 Frank Fehribach, MAI #053272 Managing Principal, Real Estate Group North Carolina Temporary Practice Permit #2578 Report By: Jimmy Pat James, MAI North Carolina Temporary Practice Permit #2603 Assisted By: J. Chad Walker AMERICAN APPRAISAL ASSOCIATES, INC. TABLE OF CONTENTS PAGE 3 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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............................................ 37 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA EXECUTIVE SUMMARY PART ONE - PROPERTY DESCRIPTION PROPERTY NAME: Williamsburg Manor LOCATION: 1248 Donaldson Drive Cary, North Carolina 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 12, 2003 DATE OF REPORT: June 30, 2003 PHYSICAL DESCRIPTION - SITE & IMPROVEMENTS: SITE: Size: 16.02 acres, or 697,831 square feet Assessor Parcel No.: 773432717 Floodplain: Community Panel No. 37183C0502E (March 3, 1992) Flood Zone X, an area outside the floodplain. Zoning: R-MF-12 (Multi-family-12 Residential District) BUILDING: No. of Units: 183 Units Total NRA: 212,750 Square Feet Average Unit Size: 1,163 Square Feet Apartment Density: 11.4 units per acre Year Built: 1971 UNIT MIX AND MARKET RENT: GROSS RENTAL INCOME PROJECTION Market Rent Square --------------------- Monthly Annual Unit Type Feet Per Unit Per SF Income Income - ----------------------------------------------------------------------------- IBr/lBa EFF 750 $599 $0.80 $ 599 $ 7,188 IBr/lBa 1,000 $699 $0.70 $ 699 $ 8,388 2Br/lBa 1,000 $749 $0.75 $ 749 $ 8,988 2Br/1.5Ba 1,100 $700 $0.64 $ 84,000 $1,008,000 3Br/1.5Ba 1,300 $850 $0.65 $ 51,000 $ 612,000 -------- ---------- Total $137,047 $1,644,564 ======== ========== OCCUPANCY: 93% ECONOMIC LIFE: 45 Years EFFECTIVE AGE: 25 Years REMAINING ECONOMIC LIFE: 20 Years AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 5 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SUBJECT PHOTOGRAPHS AND LOCATION MAP: SUBJECT PHOTOGRAPHS [PICTURE] EXTERIOR - OFFICE [PICTURE] INTERIOR - OFFICE AREA MAP [MAP] AMERICAN APPRAISAL ASSOCIATES, INC. EXECUTIVE SUMMARY PAGE 6 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA PART TWO - ECONOMIC INDICATORS INCOME CAPITALIZATION APPROACH Amount $/Unit ------ ------ DIRECT CAPITALIZATION Potential Rental Income $ 1,644,564 $ 8,987 Effective Gross Income $ 1,556,028 $ 8,503 Operating Expenses $ 661,937 $ 3,617 42.5% of EGI Net Operating Income: $ 848,341 $ 4,636 Capitalization Rate 9.50% DIRECT CAPITALIZATION VALUE $ 8,900,000 * $48,634 / UNIT DISCOUNTED CASH FLOW ANALYSIS: Holding Period 10 years 2002 Economic Vacancy 11% Stabilized Vacancy & Collection Loss: 9% Lease-up / Stabilization Period N/A Terminal Capitalization Rate 10.00% Discount Rate 11.50% Selling Costs 3.00% Growth Rates: Income 3.00% Expenses: 3.00% DISCOUNTED CASH FLOW VALUE $ 8,700,000 * $47,541 / UNIT RECONCILED INCOME CAPITALIZATION VALUE $ 8,700,000 $47,541 / UNIT SALES COMPARISON APPROACH PRICE PER UNIT: Range of Sales $/Unit (Unadjusted) $ 38,375 to $61,500 Range of Sales $/Unit (Adjusted) $ 46,050 to $49,361 VALUE INDICATION - PRICE PER UNIT $ 8,700,000 * $47,541 / UNIT EGIM ANALYSIS Range of EGIMs from Improved Sales 5.64 to 6.90 Selected EGIM for Subject 5.75 Subject's Projected EGI $ 1,556,028 EGIM ANALYSIS CONCLUSION $ 8,900,000 * $48,634 / UNIT NOI PER UNIT ANALYSIS CONCLUSION $ 8,700,000 * $47,541 / UNIT RECONCILED SALES COMPARISON VALUE $ 8,700,000 $47,541 / 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA PART THREE - SUMMARY OF VALUE CONCLUSIONS SALES COMPARISON APPROACH: Price Per Unit $8,700,000 NOI Per Unit $8,700,000 EGIM Multiplier $8,900,000 INDICATED VALUE BY SALES COMPARISON $8,700,000 $47,541 / UNIT INCOME APPROACH: Direct Capitalization Method: $8,900,000 Discounted Cash Flow Method: $8,700,000 INDICATED VALUE BY THE INCOME APPROACH $8,700,000 $47,541 / UNIT RECONCILED OVERALL VALUE CONCLUSION: $8,700,000 $47,541 / UNIT AMERICAN APPRAISAL ASSOCIATES, INC. INTRODUCTION PAGE 9 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA INTRODUCTION IDENTIFICATION OF THE SUBJECT The subject property is located at 1248 Donaldson Drive, Cary, Wake County, North Carolina. Cary identifies it as 773432717. SCOPE OF THE ASSIGNMENT The property, neighborhood, and comparables were inspected by J. Chad Walker on May 12, 2003. Jimmy Pat James, MAI and Frank Fehribach, MAI have not made a personal inspection of the subject property. J. Chad Walker assisted Jimmy Pat James, MAI with the research, valuation analysis and writing the report. Frank Fehribach, MAI reviewed the report and concurs with the value. Frank Fehribach, MAI, Jimmy Pat James, MAI, and J. Chad Walker have extensive experience in appraising similar properties and meet 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 12, 2003. The date of the report is June 30, 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 & AMERICAN APPRAISAL ASSOCIATES, INC. INTRODUCTION PAGE 10 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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: "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 Institutional 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 Cary, North Carolina. 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 - Interstate Highway 40 West - Walnut Street South - U.S. Highway 1 North - Cary Towne Boulevard MAJOR EMPLOYERS Major employers in the subject's area include MCI Telecommunications; Nortel; Cisco Systems; IBM; State of North Carolina; Wake County Public School; North Carolina State University; Wake County: and the City of Raleigh. 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA NEIGHBORHOOD DEMOGRAPHICS AREA ---------------------------------------- CATEGORY 1-MI. RADIUS 3-MI. RADIUS 5-MI. RADIUS MSA - ---------------------------------------------------------------------------------- POPULATION TRENDS Current Population 7,489 60,612 151,666 1,249,659 5-Year Population 7,527 66,564 175,164 1,408,794 % Change CY-5Y 0.5% 9.8% 15.5% 12.7% Annual Change CY-5Y 0.1% 2.0% 3.1% 2.5% HOUSEHOLDS Current Households 3,111 25,038 57,700 484,776 5-YearProjected Households 3,159 27,406 66,358 545,189 % Change CY - 5Y 1.5% 9.5% 15.0% 12.5% Annual Change CY-5Y 0.3% 1.9% 3.0% 2.5% INCOME TRENDS Median Household Income $ 68,139 $ 65,882 $ 69,855 $ 55,832 Per Capita Income $ 28,505 $ 28,402 $ 29,001 $ 25,814 Average Household Income $ 70,250 $ 70,860 $ 75,881 $ 66,544 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 34.73% 40.72% 40.44% 33.18% 5-Year Projected % Renting 33.43% 40.07% 40.21% 32.28% % of Households Owning 59.60% 54.59% 55.31% 61.69% 5-Year Projected % Owning 60.42% 55.33% 55.78% 63.00% Source: Demographics Now AMERICAN APPRAISAL ASSOCIATES, INC. AREA ANALYSIS PAGE 13 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SURROUNDING IMPROVEMENTS The following uses surround the subject property: North - Residential townhomes South - Office/retail East - Apartment West - Single family residential CONCLUSIONS The subject is well located within the city of Cary. 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA MARKET ANALYSIS The subject property is located in the city of Cary in Wake County. The overall pace of development in the subject's market is more or less stable. Reed Development has begun construction on a 156-unit complex at Village Green and Lake Wheeler Road. The following table illustrates historical vacancy rates for the subject's market. HISTORICAL VACANCY RATE Period Region Submarket - ---------------------------------------- 1Q01 8.1% 8.6% 3Q01 9.6% 10.4% 1Q02 12.5% 15.0% 3Q02 12.0% 9.8% 1Q03 12.6% 10.5% Source: REAL DATA Real Estate Information Services Apartment Index 1Q03 Occupancy trends in the subject's market are decreasing. Historically speaking, the subject's submarket has outperformed the overall market. The Raleigh-Durham apartment as a whole is reporting a high vacancy rate of 12.6% for 1Q03. Vacancy rates in the Triangle (Raleigh, Durham, Chapel Hill) area have steadily been rising since 1996, according to REAL DATA Real Estate Information Services Apartment Index 1Q03. In contrast, the Raleigh-Southwest Submarket is posting vacancy rates of 10.5%. This submarket is the second largest in the Triangle and includes the rapidly growing areas of Cary, Morrisville and Apex. Market rents in the subject's market have been following a decreasing trend. The following table illustrates historical rental rates for the subject's market. HISTORICAL AVERAGE RENT Period Region % Change Submarket % Change - --------------------------------------------------------------------- 1Q01 $746 - $830 - 3Q01 $763 2.3% $840 1.2% 1Q02 $764 0.1% $826 -1.7% 3Q02 $761 -0.4% $817 -1.1% 1Q03 $758 -0.4% $803 -1.7% Source: REAL DATA Real Estate Information Services Apartment Index 1Q03 The following table illustrates a summary of the subject's competitive set. AMERICAN APPRAISAL ASSOCIATES, INC. MARKET ANALYSIS PAGE 15 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA COMPETITIVE PROPERTIES No. Property Name Units Ocpy. Year Built Proximity to subject - -------------------------------------------------------------------------------------------------------- R-l Sumter Square 391 86% 1970 1.5 miles northeast of the subject R-2 Oxford Square 184 75% 1975 1.5 miles northwest of the subject R-3 Misty Woods 360 97% 1984 0.20 mile northeast of the subject R-4 Woodcreek 254 80% 1980 0.30 mile northeast of the subject R-5 Merriwood 152 86% 1985 1.5 miles northwest of the subject Subject Williamsburg Manor 183 93% 1971 The Raleigh-Southwest submarket as well as the Triangle as a whole has experienced declining apartment rental rates over the past two years. This is due in part to the economic slowdown of the national economy and low interest rates currently being offered. As of 1Q03, the average rental rate for the Southwest submarket was $803, which is $45 above the Region at $758. However, rates are currently stabilizing and should remain at these levels in the short-term. As the national economy improves so should contract rental rates. AMERICAN APPRAISAL ASSOCIATES, INC. PROPERTY DESCRIPTION PAGE 16 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA PROPERTY DESCRIPTION SITE ANALYSIS Site Area 16.02 acres, or 697,831 square feet Shape Irregular 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 37183C0502E, dated March 3, 1992 Flood Zone Zone X Zoning R-MF-12, 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 - ------------------------------------------------------------------------------------ 773432717 $1,464,000 $7,786,095 $9,250,095 0.01024 $94,681 IMPROVEMENT ANALYSIS Year Built 1971 Number of Units 183 Net Rentable Area 212,750 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, basketball court, tennis court, laundry room, and parking area. Unit Amenities Individual unit amenities include a garage, balcony, cable TV connection, 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA Unit Mix: Unit Area Unit Type Number of Units (Sq. Ft.) - ---------------------------------------------------------------- IBr/lBa EFF 1 750 IBr/lBa 1 1,000 2Br/lBa 1 1,000 2Br/1.5Ba 120 1,100 3Br/1.5Ba 60 1,300 Overall Condition Average Effective Age 25 years Economic Life 45 years Remaining Economic Life 20 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 1971 and consist of a 183-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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SUMMARY OF COMPARABLE SALES-IMPROVED COMPARABLE COMPARABLE DESCRIPTION SUBJECT I - 1 I - 2 - ------------------------------------------------------------------------------------------------------------------------ Property Name Williamsburg Manor Calibre Chase Cardinal Woods LOCATION: Address 1248 Donaldson Drive 231 Calibre Chase Drive 1331 Wicklow Drive City, State Cary, North Carolina Raleigh, North Carolina Cary, North Carolina County Wake Wake Wake PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 212,750 171,312 140,480 Year Built 1971 1988 1977 Number of Units 183 192 184 Unit Mix: Type Total Type Total Type Total 1Br/1Ba EFF 1 1Br/1Ba - Type 1 48 1Br/1Ba 88 1Br/1Ba 1 1Br/1Ba - Type 2 48 2Br/1.5Ba 96 2Br/1Ba 1 1Br/1Ba - Type 3 24 2Br/1.5Ba 120 2Br/2Ba 72 3Br/1.5Ba 60 Average Unit Size (SF) 1,163 892 763 Land Area (Acre) 16.0200 23.4800 14.7700 Density (Units/Acre) 11.4 8.2 12.5 Parking Ratio (Spaces/Unit) 2.36 N/A N/A Parking Type (Gr., Cov., etc.) Open Open Open CONDITION: Average Good Average APPEAL: Average Good Average AMENITIES: Pool/Spa Yes/No Yes/No Yes/No Gym Room No Yes No Laundry Room Yes No Yes Secured Parking No No No Sport Courts No Yes No Washer/Dryer Connection Yes Yes Yes OCCUPANCY: 93% 98% 90% TRANSACTION DATA: Sale Date November, 2001 October, 2001 Sale Price ($) $11,755,000 $7,061,000 Grantor SWA Acquisitions LTD Excel Realty Trust Inc. Grantee Wilson Investment Properties CK Cardinal Woods LLC Inc. Sale Documentation Book 9142, Page 2745 Book 9100, Page 1740 Verification Wake County Records Wake County Records Telephone Number ESTIMATED PRO-FORMA: Total $ $/Unit $/SF Total $ $/Unit $/SF Potential Gross Income $1,890,720 $9,848 $11.04 $1,390,560 $ 7,557 $9.90 Vacancy/Credit Loss $ 75,629 $ 394 $ 0.44 $ 139,056 $ 756 $0.99 Effective Gross Income $1,815,091 $9,454 $10.60 $1,251,504 $ 6,802 $8.91 Operating Expenses $ 705,889 $3,677 $ 4.12 $ 563,177 $ 3,061 $4.01 Net Operating Income $1,109,202 $5,777 $ 6.47 $ 688,327 $ 3,741 $4.90 NOTES: None None PRICE PER UNIT $61,224 $38,375 PRICE PER SQUARE FOOT $68.62 $ 50.26 EXPENSE RATIO 38.9% 45.0% EGIM 6.48 5.64 OVERALL CAP RATE 9.44% 9.75% Cap Rate based on Pro Forma or Actual Income? ACTUAL PRO FORMA COMPARABLE COMPARABLE COMPARABLE DESCRIPTION I - 3 I - 4 I - 5 - ------------------------------------------------------------------------------------------------------------------------------------ Property Name Treybrooke Oxford Square Oak Hollow LOCATION: Address 201 Treybrooke Drive 1000 Village Greenway 100 Kempwood Drive City, State Raleigh, North Carolina Cary, North Carolina Raleigh, North Carolina County Wake Wake Wake PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 228,000 155,560 213,200 Year Built 1989 1975 1985 Number of Units 200 184 240 Unit Mix: Type Total Type Total Type Total 1Br/1Ba 40 1Br/1Ba - Type 1 8 1Br/1Ba - Type 1 40 2Br/1.5Ba 40 1Br/1Ba - Type 2 12 1Br/1Ba - Type 2 20 2Br/2Ba 80 1Br/1Ba - Type 3 8 1Br/1Ba - Type 3 10 3Br/2.5Ba 40 1Br/1Ba - Type 4 12 1Br/1Ba - Type 4 90 2Br/1Ba - Type 1 36 2Br/2Ba 80 2Br/1Ba - Type 2 18 2Br/1Ba - Type 3 12 2Br/2Ba 54 3Br/1.5Ba-Type 1 12 3Br/1.5Ba-Type 2 4 3Br/1.5Ba-Type 3 6 3Br/1.5Ba-Type 4 2 Average Unit Size (SF) 1,140 845 888 Land Area (Acre) 20.2000 15.1900 27.3300 Density (Units/Acre) 9.9 12.1 8.8 Parking Ratio (Spaces/Unit) N/A N/A N/A Parking Type (Gr., Cov., etc.) Open Open Open CONDITION: Average Average Good APPEAL: Average Average Average AMENITIES: Pool/Spa Yes/No Yes/No Yes/Yes Gym Room Yes Yes No Laundry Room Yes Yes Yes Secured Parking Yes No No Sport Courts No No Yes Washer/Dryer Connection Yes Yes Yes OCCUPANCY: 92% 89% 83% TRANSACTION DATA: Sale Date April, 2001 August, 2000 December, 2000 Sale Price ($) $12,300,000 $8,650,000 $12,250,000 Grantor Richard M. Drew Oxford Square LLC Affiliated Equities Real Estate Limited Partnership Grantee Treybrooke Associates LTD Oxford Square Cary LLC BNP Realty LLC Partnership Sale Documentation Book 8875, Page 2226 Book 8648, Page 1690 Book 8782, Page 2508 Verification Wake County Records Wake County Records Wake County Records Telephone Number ESTIMATED PRO-FORMA: Total $ $/Unit $/SF Total $ $/Unit $/SF Total $ $/Unit $/SF Potential Gross Income $1,937,760 $9,689 $8.50 $1,470,528 $ 7,992 $9.45 $2,196,480 $ 9,152 $10.30 Vacancy/Credit Loss $ 155,021 $ 775 $0.68 $ 117,642 $ 639 $0.76 $ 263,578 $ 1,098 $ 1.24 Effective Gross Income $1,782,739 $8,914 $7.82 $1,352,886 $ 7,353 $8.70 $1,932,902 $ 8,054 $ 9.07 Operating Expenses $ 713,096 $3,565 $3.13 $ 608,799 $ 3,309 $3.91 $ 773,161 $ 3,222 $ 3.63 Net Operating Income $1,069,643 $5,348 $4.69 $ 744,087 $ 4,044 $4.78 $1,159,741 $ 4,832 $ 5.44 NOTES: None None None PRICE PER UNIT $61,500 $47,011 $51,042 PRICE PER SQUARE FOOT $ 53.95 $ 55.61 $ 57.46 EXPENSE RATIO 40.0% 45.0% 40.0% EGIM 6.90 6.39 6.34 OVERALL CAP RATE 8.70% 8.60% 9.47% Cap Rate based on Pro Forma or Actual Income? PRO FORMA PRO FORMA PRO FORMA AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 22 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA IMPROVED SALES MAP [MAP] IMPROVED SALES ANALYSIS The improved sales indicate a sales price range from $38,375 to $61,500 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 $46,050 to $49,361 per unit with a mean or average adjusted price of $47,801 per unit. The median adjusted price is $48,490 per unit. Based on the following analysis, we have concluded to a value of $48,000 per unit, which results in an "as is" value of $8,700,000 (rounded after necessary adjustment, if any). AMERICAN APPRAISAL ASSOCIATES, INC. SALES COMPARISON APPROACH PAGE 23 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SALES ADJUSTMENT GRID COMPARABLE COMPARABLE DESCRIPTION SUBJECT I - 1 I - 2 - -------------------------------------------------------------------------------------------------------------------------- Property Name Williamsburg Manor Calibre Chase Cardinal Woods Address 1248 Donaldson Drive 231 Calibre Chase Drive 1331 Wicklow Drive City Cary, North Carolina Raleigh, North Carolina Cary, North Carolina Sale Date November, 2001 October, 2001 Sale Price ($) $11,755,000 $7,061,000 Net Rentable Area (SF) 212,750 171,312 140,480 Number of Units 183 192 184 Price Per Unit $61,224 $38,375 Year Built 1971 1988 1977 Land Area (Acre) 16.0200 23.4800 14.7700 VALUE ADJUSTMENTS DESCRIPTION DESCRIPTION ADJ. DESCRIPTION ADJ. Property Rights Conveyed Fee Simple Estate Fee Simple Estate 0% Fee Simple Estate 0% Financing Cash To Seller 0% Cash To Seller 0% Conditions of Sale Arm's Length 0% Arm's Length 0% Date of Sale (Time) 11-2001 0% 10-2001 0% VALUE AFTER TRANS. ADJUST. ($/UNIT) $61,224 $38,375 Location Comparable 0% Inferior 20% Number of Units 183 192 0% 184 0% Quality / Appeal Average Superior -10% Superior -5% Age / Condition 1971 1988 / Good -10% 1977 / Average 0% Occupancy at Sale 93% 98% 0% 90% 0% Amenities Fair Superior -5% Comparable 0% Average Unit Size (SF) 1,163 892 5% 763 5% PHYSICAL ADJUSTMENT -20% 20% FINAL ADJUSTED VALUE ($/UNIT) $48,979 $46,050 COMPARABLE COMPARABLE COMPARABLE DESCRIPTION I - 3 I - 4 I - 5 - ---------------------------------------------------------------------------------------------------------------------------------- Property Name Treybrooke Oxford Square Oak Hollow Address 201 Treybrooke Drive 1000 Village Greenway 100 Kempwood Drive City Raleigh, North Carolina Cary, North Carolina Raleigh, North Carolina Sale Date April, 2001 August, 2000 December, 2000 Sale Price ($) $12,300,000 $8,650,000 $12,250,000 Net Rentable Area (SF) 228,000 155,560 213,200 Number of Units 200 184 240 Price Per Unit $61,500 $47,011 $51,042 Year Built 1989 1975 1985 Land Area (Acre) 20.2000 15.1900 27.3300 VALUE ADJUSTMENTS DESCRIPTION ADJ. DESCRIPTION ADJ. DESCRIPTION ADJ. Property Rights Conveyed Fee Simple Estate 0% Fee Simple Estate 0% Fee Simple Estate 0% Financing Cash To Seller 0% Cash To Seller 0% Cash To Seller 0% Conditions of Sale Arm's Length 0% Arm's Length 0% Arm's Length 0% Date of Sale (Time) 04-2001 0% 08-2000 0% 12-2000 0% VALUE AFTER TRANS. ADJUST. ($/UNIT) $61,500 $47,011 $51,042 Location Superior -5% Inferior 5% Comparable 0% Number of Units 200 0% 184 0% 240 5% Quality / Appeal Superior -5% Superior -5% Superior -10% Age / Condition 1989 / Average -10% 1975 / Average 0% 1985 / Good -10% Occupancy at Sale 92% 0% 89% 5% 83% 5% Amenities Superior -5% Superior -5% Comparable 0% Average Unit Size (SF) 1,140 0% 845 5% 888 5% PHYSICAL ADJUSTMENT -25% 5% -5% FINAL ADJUSTED VALUE ($/UNIT) $46,125 $49,361 $48,490 SUMMARY VALUE RANGE (PER UNIT) $46,050 TO $49,361 MEAN (PER UNIT) $47,801 MEDIAN (PER UNIT) $48,490 VALUE CONCLUSION (PER UNIT) $48,000 VALUE OF IMPROVEMENT & MAIN SITE $8,784,000 PV OF CONCESSIONS -$ 78,000 VALUE INDICATED BY SALES COMPARISON APPROACH $8,706,000 ROUNDED $8,700,000 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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-1 192 $11,755,000 9.44% $1,109,202 $ 848,341 0.802 $ 49,128 $ 61,224 $ 5,777 $ 4,636 I-2 184 $ 7,061,000 9.75% $ 688,327 $ 848,341 1.239 $ 47,554 $ 38,375 $ 3,741 $ 4,636 I-3 200 $12,300,000 8.70% $1,069,643 $ 848,341 0.867 $ 53,307 $ 61,500 $ 5,348 $ 4,636 I-4 184 $ 8,650,000 8.60% $ 744,087 $ 848,341 1.146 $ 53,890 $ 47,011 $ 4,044 $ 4,636 I-5 240 $12,250,000 9.47% $1,159,741 $ 848,341 0.959 $ 48,966 $ 51,042 $ 4,832 $ 4,636 PRICE/UNIT Low High Average Median $47,554 $53,890 $50,569 $49,128 VALUE ANALYSIS BASED ON COMPARABLES NOI PER UNIT Estimated Price Per Unit $ 48,000 Number of Units 183 Value $8,784,000 PV of Concessions -$ 78,000 ---------- Value Based on NOI Analysis $8,706,000 Rounded $8,700,000 The adjusted sales indicate a range of value between $47,554 and $53,890 per unit, with an average of $50,569 per unit. Based on the subject's competitive position within the improved sales, a value of $48,000 per unit is estimated. This indicates an "as is" market value of $8,700,000 (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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA EFFECTIVE GROSS INCOME MULTIPLIER COMPARISON SALE PRICE COMPARABLE NO. OF ---------- EFFECTIVE OPERATING SUBJECT NO. UNITS PRICE/UNIT GROSS INCOME EXPENSE OER PROJECTED OER EGIM - -------------------------------------------------------------------------------------------------------------- 1-1 192 $11,755,000 $1,815,091 $705,889 38.89% 6.48 $ 61,224 1-2 184 $ 7,061,000 $1,251,504 $563,177 45.00% 5.64 $ 38,375 1-3 200 $12,300,000 $1,782,739 $713,096 40.00% 42.54% 6.90 $ 61,500 1-4 184 $ 8,650,000 $1,352,886 $608,799 45.00% 6.39 $ 47,011 1-5 240 $12,250,000 $1,932,902 $773,161 40.00% 6.34 $ 51,042 EGIM Low High Average Median - --- ---- ------- ------ 5.64 6.90 6.35 6.39 VALUE ANALYSIS BASED ON EGIM'S OF COMPARABLE SALES Estimate EGIM 5.75 Subject EGI $1,556,028 Value $8,947,162 PV of Concessions -$ 78,000 ---------- Value Based on EGIM Analysis $8,869,162 Rounded $8,900,000 Value Per Unit $ 48,634 There is an inverse relationship, which generally holds among EGEVIs 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 42.54% before reserves. The comparable sales indicate a range of expense ratios from 38.89% to 45.00%, while their EGIMs range from 5.64 to 6.90. Overall, we conclude to an EGIM of 5.75, which results in an "as is" value estimate in the EGIM Analysis of $8,900,000. 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 $8,700,000. Price Per Unit $8,700,000 NOI Per Unit $8,700,000 EGIM Analysis $8,900,000 Sales Comparison Conclusion $8,700,000 AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 26 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 - --------------------------------------------------------------------------- IBr/lBa EFF 750 $599 $0.80 100.0% IBr/lBa 1000 $699 $0.70 100.0% 2Br/lBa 1000 $749 $0.75 100.0% 2Br/1.5Ba 1100 $681 $0.62 92.5% 3Br/1.5Ba 1300 $781 $0.60 95.0% AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 28 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA RENT ANALYSIS COMPARABLE RENTS ------------------------------------------ R-1 R-2 R-3 R-4 R-5 ------------------------------------------ Sumter Oxford Misty Square Square Woods Woodcreek Merriwood ------------------------------------------ SUBJECT SUBJECT COMPARISON TO SUBJECT SUBJECT UNIT ACTUAL ASKING ------------------------------------------- DESCRIPTION TYPE RENT RENT Similar Similar Similar Similar Similar MIN MAX MEDIAN AVERAGE - ----------------------------------------------------------------------------------------------------------------------------- Monthly Rent 1Br/1Ba EFF $ 599 $ 599 $ 565 $ 617 $ 621 $ 435 $ 528 $ 435 $ 621 $ 565 $ 553 Unit Area (SF) 750 750 700 696 679 655 722 655 722 696 690 Monthly Rent Per Sq. Ft. $ 0.80 $ 0.80 $ 0.81 $ 0.89 $ 0.91 $ 0.66 $ 0.73 $ 0.66 $ 0.91 $ 0.81 $ 0.80 Monthly Rent 1Br/1Ba $ 699 $ 699 $ 595 $ 595 $ 595 $ 595 $ 595 Unit Area (SF) 1,000 1,000 811 811 811 811 811 Monthly Rent Per Sq. Ft. $ 0.70 $ 0.70 $ 0.73 $ 0.73 $ 0.73 $ 0.73 $ 0.73 Monthly Rent 2Br/1Ba $ 749 $ 739 $ 700 $ 630 $ 630 $ 700 $ 665 $ 665 Unit Area (SF) 1,000 1,000 970 872 872 970 921 921 Monthly Rent Per Sq. Ft. $ 0.75 $ 0.74 $ 0.72 $ 0.72 $ 0.72 $ 0.72 $ 0.72 $ 0.72 Monthly Rent 2Br/1.5Ba $ 681 $ 769 $ 679 $ 731 $ 715 $ 650 $ 650 $ 731 $ 697 $ 694 Unit Area (SF) 1,100 1,100 1,024 950 987 920 920 1,024 969 970 Monthly Rent Per Sq. Ft. $ 0.62 $ 0.70 $ 0.66 $ 0.77 $ 0.72 $ 0.71 $ 0.66 $ 0.77 $ 0.72 $ 0.72 Monthly Rent 3Br/1.5Ba $ 781 $ 879 $ 760 $ 850 $ 795 $ 760 $ 850 $ 795 $ 802 Unit Area (SF) 1,300 1,300 1,100 1,280 1,140 1,100 1,280 1,140 1,173 Monthly Rent Per Sq. Ft. $ 0.60 $ 0.68 $ 0.69 $ 0.66 $ 0.70 $ 0.66 $ 0.70 $ 0.69 $ 0.68 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 - ---------------------------------------------------------------------------------------------------- IBr/lBa EFF 1 750 $599 $0.80 $ 599 $ 7,188 IBr/lBa 1 1,000 $699 $0.70 $ 699 $ 8,388 2Br/lBa 1 1,000 $749 $0.75 $ 749 $ 8,988 2Br/1.5Ba 120 1,100 $700 $0.64 $ 84,000 $1,008,000 3Br/1.5Ba 60 1,300 $850 $0.65 $ 51,000 $ 612,000 -------- ---------- Total $137,047 $1,644,564 ======== ========== 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 29 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 $1,687,575 $ 9,222 $1,707,741 $ 9,332 $1,654,020 $ 9,038 $1,641,318 $ 8,969 Vacancy $ 52,807 $ 289 $ 88,059 $ 481 $ 156,866 $ 857 $ 120,982 $ 661 Credit Loss/Concessions $ 34,400 $ 188 $ 39,610 $ 216 $ 32,130 $ 176 $ 20,100 $ 110 ---------------------------------------------------------------------------------------------- Subtotal $ 87,207 $ 477 $ 127,669 $ 698 $ 188,996 $ 1,033 $ 141,082 $ 771 Laundry Income $ 7,749 $ 42 $ 8,828 $ 48 $ 11,994 $ 66 $ 15,000 $ 82 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 52,288 $ 286 $ 58,783 $ 321 $ 32,483 $ 178 $ 45,839 $ 250 ---------------------------------------------------------------------------------------------- Subtotal Other Income $ 60,037 $ 328 $ 67,611 $ 369 $ 44,477 $ 243 $ 60,839 $ 332 ---------------------------------------------------------------------------------------------- Effective Gross Income $1,660,405 $ 9,073 $1,647,683 $ 9,004 $1,509,501 $ 8,249 $1,561,075 $ 8,530 Operating Expenses Taxes $ 104,077 $ 569 $ 47,524 $ 260 $ 143,783 $ 786 $ 101,210 $ 553 Insurance $ 34,290 $ 187 $ 43,062 $ 235 $ 47,466 $ 259 $ 51,506 $ 281 Utilities $ 120,226 $ 657 $ 131,584 $ 719 $ 145,837 $ 797 $ 110,640 $ 605 Repair & Maintenance $ 80,845 $ 442 $ 77,752 $ 425 $ 74,142 $ 405 $ 66,600 $ 364 Cleaning $ 4,410 $ 24 $ 5,335 $ 29 $ 3,755 $ 21 $ 0 $ 0 Landscaping $ 23,067 $ 126 $ 23,953 $ 131 $ 22,050 $ 120 $ 45,000 $ 246 Security $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 24,853 $ 136 $ 19,105 $ 104 $ 24,659 $ 135 $ 19,200 $ 105 General Administrative $ 190,114 $ 1,039 $ 187,496 $ 1,025 $ 160,903 $ 879 $ 161,331 $ 882 Management $ 84,869 $ 464 $ 85,957 $ 470 $ 77,281 $ 422 $ 87,060 $ 476 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------------------------------------------- Total Operating Expenses $ 666,751 $ 3,643 $ 621,768 $ 3,398 $ 699,876 $ 3,824 $ 642,547 $ 3,511 Reserves $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ---------------------------------------------------------------------------------------------- Net Income $ 993,654 $ 5,430 $1,025,915 $ 5,606 $ 809,625 $ 4,424 $ 918,528 $ 5,019 ---------------------------------------------------------------------------------------------- ANNUALIZED 2003 ---------------------- PROJECTION AAA PROJECTION -------------------------------------------------------- DESCRIPTION TOTAL PER UNIT TOTAL PER UNIT % - ------------------------------------------------------------------------------------------ Revenues Rental Income $1,606,688 $ 8,780 $1,644,564 $ 8,987 100.0% Vacancy $ 127,368 $ 696 $ 123,342 $ 674 7.5% Credit Loss/Concessions $ 888 $ 5 $ 24,668 $ 135 1.5% ------------------------------------------------------- Subtotal $ 128,256 $ 701 $ 148,011 $ 809 9.0% Laundry Income $ 12,596 $ 69 $ 13,725 $ 75 0.8% Garage Revenue $ 0 $ 0 $ 0 $ 0 0.0% Other Misc. Revenue $ 15,520 $ 85 $ 45,750 $ 250 2.8% ------------------------------------------------------- Subtotal Other Income $ 28,116 $ 154 $ 59,475 $ 325 3.6% ------------------------------------------------------- Effective Gross Income $1,506,548 $ 8,233 $1,556,028 $ 8,503 100.0% Operating Expenses Taxes $ 101,104 $ 552 $ 95,160 $ 520 6.1% Insurance $ 77,348 $ 423 $ 50,325 $ 275 3.2% Utilities $ 181,892 $ 994 $ 128,100 $ 700 8.2% Repair & Maintenance $ 97,692 $ 534 $ 73,200 $ 400 4.7% Cleaning $ 0 $ 0 $ 0 $ 0 0.0% Landscaping $ 45,256 $ 247 $ 45,201 $ 247 2.9% Security $ 0 $ 0 $ 0 $ 0 0.0% Marketing & Leasing $ 33,920 $ 185 $ 27,450 $ 150 1.8% General Administrative $ 190,324 $ 1,040 $ 164,700 $ 900 10.6% Management $ 78,884 $ 431 $ 77,801 $ 425 5.0% Miscellaneous $ 0 $ 0 $ 0 $ 0 0.0% ------------------------------------------------------- Total Operating Expenses $ 806,420 $ 4,407 $ 661,937 $ 3,617 42.5% Reserves $ 0 $ 0 $ 45,750 $ 250 6.9% ------------------------------------------------------- Net Income $ 700,128 $ 3,826 $ 848,341 $ 4,636 54.5% ------------------------------------------------------- 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 9% based on the subject's historical performance, as well as the anticipated future market conditions. AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 30 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 31 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SUMMARY OF OVERALL CAPITALIZATION RATES COMP. NO. SALE DATE OCCUP. PRICE/UNIT OAR - ----------------------------------------------------------- 1-1 Nov-01 98% $61,224 9.44% 1-2 Oct-01 90% $38,375 9.75% 1-3 Apr-01 92% $61,500 8.70% 1-4 Aug-00 89% $47,011 8.60% 1-5 Dec-00 83% $51,042 9.47% High 9.75% Low 8.60% Average 9.19% Based on this information, we have concluded the subject's overall capitalization rate should be 9.50%. 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 10.00%. 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 11.50%. 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 3.00% of the sale amount is applied. DISCOUNTED CASH FLOW CONCLUSION Discounting the annual cash flows and the equity reversion at the selected rate of 11.50% indicates a value of $8,700,000. In this instance, the reversion figure contributes AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 32 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA approximately 39% 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 33 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA DISCOUNTED CASH FLOW ANALYSIS WILLIAMSBURG MANOR - --------------------------------------------------------------------------------------------------------------------------------- YEAR APR-2004 APR-2005 APR-2006 APR-2007 APR-2008 APR-2009 APR-2010 FISCAL YEAR 1 2 3 4 5 6 7 - --------------------------------------------------------------------------------------------------------------------------------- REVENUE Base Rent $1,644,564 $1,644,564 $1,669,232 $1,702,617 $1,753,696 $1,806,306 $1,860,496 Vacancy $ 123,342 $ 123,342 $ 125,192 $ 127,696 $ 131,527 $ 135,473 $ 139,537 Credit Loss $ 24,668 $ 24,668 $ 25,038 $ 25,539 $ 26,305 $ 27,095 $ 27,907 Concessions $ 32,891 $ 24,668 $ 25,038 $ 17,026 $ 0 $ 0 $ 0 ----------------------------------------------------------------------------------------- Subtotal $ 180,902 $ 172,679 $ 175,269 $ 170,262 $ 157,833 $ 162,568 $ 167,445 Laundry Income $ 13,725 $ 13,725 $ 13,931 $ 14,209 $ 14,636 $ 15,075 $ 15,527 Garage Revenue $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 45,750 $ 45,750 $ 46,436 $ 47,365 $ 48,786 $ 50,250 $ 51,757 ----------------------------------------------------------------------------------------- Subtotal Other Income $ 59,475 $ 59,475 $ 60,367 $ 61,574 $ 63,422 $ 65,324 $ 67,284 ----------------------------------------------------------------------------------------- EFFECTIVE GROSS INCOME $1,523,137 $1,531,360 $1,554,330 $1,593,930 $1,659,285 $1,709,063 $1,760,335 OPERATING EXPENSES: Taxes $ 95,160 $ 98,015 $ 100,955 $ 103,984 $ 107,103 $ 110,317 $ 113,626 Insurance $ 50,325 $ 51,835 $ 53,390 $ 54,991 $ 56,641 $ 58,340 $ 60,091 Utilities $ 128,100 $ 131,943 $ 135,901 $ 139,978 $ 144,178 $ 148,503 $ 152,958 Repair & Maintenance $ 73,200 $ 75,396 $ 77,658 $ 79,988 $ 82,387 $ 84,859 $ 87,405 Cleaning $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Landscaping $ 45,201 $ 46,557 $ 47,954 $ 49,392 $ 50,874 $ 52,400 $ 53,972 Security $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 27,450 $ 28,274 $ 29,122 $ 29,995 $ 30,895 $ 31,822 $ 32,777 General Administrative $ 164,700 $ 169,641 $ 174,730 $ 179,972 $ 185,371 $ 190,932 $ 196,660 Management $ 76,157 $ 76,568 $ 77,717 $ 79,696 $ 82,964 $ 85,453 $ 88,017 Miscellaneous $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 ----------------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES $ 660,293 $ 678,228 $ 697,426 $ 717,998 $ 740,414 $ 762,627 $ 785,506 Reserves $ 45,750 $ 47,123 $ 48,536 $ 49,992 $ 51,492 $ 53,037 $ 54,628 ----------------------------------------------------------------------------------------- NET OPERATING INCOME $ 817,094 $ 806,009 $ 808,368 $ 825,940 $ 867,378 $ 893,400 $ 920,202 - --------------------------------------------------------------------------------------------------------------------------------- Operating Expense Ratio (% of EGI) 43.4% 44.3% 44.9% 45.0% 44.6% 44.6% 44.6% Operating Expense Per Unit $ 3,608 $ 3,706 $ 3,811 $ 3,923 $ 4,046 $ 4,167 $ 4,292 - --------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- YEAR APR-2011 APR-2012 APR-2013 APR-2014 FISCAL YEAR 8 9 10 11 - ----------------------------------------------------------------------------------------- REVENUE Base Rent $1,916,311 $1,973,800 $2,033,014 $2,094,004 Vacancy $ 143,723 $ 148,035 $ 152,476 $ 157,050 Credit Loss $ 28,745 $ 29,607 $ 30,495 $ 31,410 Concessions $ 0 $ 0 $ 0 $ 0 ------------------------------------------------- Subtotal $ 172,468 $ 177,642 $ 182,971 $ 188,460 Laundry Income $ 15,993 $ 16,473 $ 16,967 $ 17,476 Garage Revenue $ 0 $ 0 $ 0 $ 0 Other Misc. Revenue $ 53,310 $ 54,909 $ 56,556 $ 58,253 ------------------------------------------------- Subtotal Other Income $ 69,303 $ 71,382 $ 73,523 $ 75,729 ------------------------------------------------- EFFECTIVE GROSS INCOME $1,813,145 $1,867,540 $1,923,566 $1,981,273 OPERATING EXPENSES: Taxes $ 117,035 $ 120,546 $ 124,162 $ 127,887 Insurance $ 61,893 $ 63,750 $ 65,663 $ 67,633 Utilities $ 157,547 $ 162,273 $ 167,141 $ 172,156 Repair & Maintenance $ 90,027 $ 92,728 $ 95,509 $ 98,375 Cleaning $ 0 $ 0 $ 0 $ 0 Landscaping $ 55,592 $ 57,259 $ 58,977 $ 60,746 Security $ 0 $ 0 $ 0 $ 0 Marketing & Leasing $ 33,760 $ 34,773 $ 35,816 $ 36,891 General Administrative $ 202,560 $ 208,637 $ 214,896 $ 221,343 Management $ 90,657 $ 93,377 $ 96,178 $ 99,064 Miscellaneous $ 0 $ 0 $ 0 $ 0 ------------------------------------------------- TOTAL OPERATING EXPENSES $ 809,071 $ 833,343 $ 858,343 $ 884,094 Reserves $ 56,267 $ 57,955 $ 59,693 $ 61,484 ------------------------------------------------- NET OPERATING INCOME $ 947,808 $ 976,242 $1,005,529 $1,035,695 - ----------------------------------------------------------------------------------------- Operating Expense Ratio (% of EGI) 44.6% 44.6% 44.6% 44.6% Operating Expense Per Unit $ 4,421 $ 4,554 $ 4,690 $ 4,831 - ----------------------------------------------------------------------------------------- Estimated Stabilized NOI $848,341 Sales Expense Rate 3.00% Months to Stabilized 1 Discount Rate 11.50% Stabilized Occupancy 92.5% Terminal Cap Rate 10.00% Gross Residual Sale Price $10,356,950 Deferred Maintenance $ 0 Less: Sales Expense $ 310,708 Add: Excess Land $ 0 ----------- ---------- Net Residual Sale Price $10,046,241 Other Adjustments $ 0 PV of Reversion $ 3,382,633 Value Indicated By "DCF" $8,693,640 Add: NPV of NOI $ 5,311,007 Rounded $8,700,000 ----------- PV Total $ 8,693,640 =========== "DCF" VALUE SENSITIVITY TABLE DISCOUNT RATE ----------------------------------------------------------------- TOTAL VALUE 11.00% 11.25% 11.50% 11.75% 12.00% - ------------------------------------------------------------------------------------- 9.50% $9,161,061 $9,014,786 $8,871,674 $8,731,646 $8,594,625 9.75% $9,065,565 $8,921,414 $8,780,374 $8,642,369 $8,507,321 TERMINAL 10.00% $8,974,844 $8,832,711 $8,693,640 $8,557,555 $8,424,382 CAP RATE 10.25% $8,888,548 $8,748,335 $8,611,137 $8,476,879 $8,345,489 10.50% $8,806,361 $8,667,977 $8,532,562 $8,400,045 $8,270,352 AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 34 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 Due to softness in the market, concessions have been utilized at the subject property and within the market. Based on our discussions with the subject's property manager and those at competing properties, these concessions are expected to continue in the near term until the market returns to a stabilized level. Concessions have been included as a line item deduction within the discounted cash flow analysis. The present value of these concessions equates to $78,000 (rounded). This amount has been deducted from the Direct Capitalization analysis, as well as the Sales Comparison Approach value. 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 9.50% percent is applicable to the subject. The results of our direct capitalization analysis are as follows: AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 35 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA WILLIAMSBURG MANOR TOTAL PER SQ. FT. PER UNIT % OF EGI - --------------------------------------------------------------------------------------------------------- REVENUE Base Rent $1,644,564 $ 7.73 $ 8,987 Less: Vacancy & Collection Loss 9.00% $ 148,011 $ 0.70 $ 809 Plus: Other Income Laundry Income $ 13,725 $ 0.06 $ 75 0.88% Garage Revenue $ 0 $ 0.00 $ 0 0.00% Other Misc. Revenue $ 45,750 $ 0.22 $ 250 2.94% ------------------------------------------------ Subtotal Other Income $ 59,475 $ 0.28 $ 325 3.82% EFFECTIVE GROSS INCOME $1,556,028 $ 7.31 $ 8,503 OPERATING EXPENSES: Taxes $ 95,160 $ 0.45 $ 520 6.12% Insurance $ 50,325 $ 0.24 $ 275 3.23% Utilities $ 128,100 $ 0.60 $ 700 8.23% Repair & Maintenance $ 73,200 $ 0.34 $ 400 4.70% Cleaning $ 0 $ 0.00 $ 0 0.00% Landscaping $ 45,201 $ 0.21 $ 247 2.90% Security $ 0 $ 0.00 $ 0 0.00% Marketing & Leasing $ 27,450 $ 0.13 $ 150 1.76% General Administrative $ 164,700 $ 0.77 $ 900 10.58% Management 5.00% $ 77,801 $ 0.37 $ 425 5.00% Miscellaneous $ 0 $ 0.00 $ 0 0.00% TOTAL OPERATING EXPENSES $ 661,937 $ 3.11 $ 3,617 42.54% Reserves $ 45,750 $ 0.22 $ 250 2.94% ------------------------------------------------ NET OPERATING INCOME $ 848,341 $ 3.99 $ 4,636 54.52% ------------------------------------------------ "GOING IN" CAPITALIZATION RATE 9.50% VALUE INDICATION $8,929,903 $ 41.97 $ 48,797 PV OF CONCESSIONS ($ 78,000) "AS IS" VALUE INDICATION (DIRECT CAPITALIZATION APPROACH) $8,851,903 ROUNDED $8,900,000 $ 41.83 $ 48,634 - --------------------------------------------------------------------------------------------------------- AMERICAN APPRAISAL ASSOCIATES, INC. INCOME CAPITALIZATION APPROACH PAGE 36 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA DIRECT CAPITALIZATION VALUE SENSITIVITY TABLE CAP RATE VALUE ROUNDED $/UNIT $/SF - ---------------------------------------------------------------- 8.75% $9,617,324 $9,600,000 $52,459 $45.12 9.00% $9,348,009 $9,300,000 $50,820 $43.71 9.25% $9,093,252 $9,100,000 $49,727 $42.77 9.50% $8,851,903 $8,900,000 $48,634 $41.83 9.75% $8,622,932 $8,600,000 $46,995 $40.42 10.00% $8,405,408 $8,400,000 $45,902 $39.48 10.25% $8,198,496 $8,200,000 $44,809 $38.54 CONCLUSION BY THE DIRECT CAPITALIZATION METHOD Applying the capitalization rate to our estimated NOI results in an estimated value of $8,900,000. 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 $8,700,000 Direct Capitalization Method $8,900,000 Giving consideration to the indicated values provided by both techniques, we have concluded the estimated value by the income capitalization approach to be $8,700,000. AMERICAN APPRAISAL ASSOCIATES, INC. RECONCILIATION AND CONCLUSION PAGE 37 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 $8,700,000 Income Approach $8,700,000 Reconciled Value $8,700,000 The Direct 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. In vestment-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 12, 2003 the market value of the fee simple estate in the property is: $8,700,000 AMERICAN APPRAISAL ASSOCIATES, INC. ADDENDA WILLIAMSBURG MANOR, CARY, NORTH CAROLINA ADDENDA AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A WILLIAMSBURG MANOR, CARY, NORTH CAROLINA EXHIBIT A SUBJECT PHOTOGRAPHS AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] EXTERIOR - OFFICE INTERIOR - OFFICE [PICTURE] [PICTURE] EXTERIOR - APARTMENT BUILDING EXTERIOR - APARTMENT BUILDING [PICTURE] [PICTURE] EXTERIOR - APARTMENT BUILDING EXTERIOR - LAUNDRY FACILITY AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT A WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SUBJECT PHOTOGRAPHS [PICTURE] [PICTURE] INTERIOR - TYPICAL UNIT KITCHEN INTERIOR - TYPICAL UNIT [PICTURE] [PICTURE] EXTERIOR - SWIMMING POOL EXTERIOR - PLAYGROUND [PICTURE] [PICTURE] EXTERIOR - TENNIS COURT EXTERIOR - PROPERTY SIGN AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B WILLIAMSBURG MANOR, CARY, NORTH CAROLINA EXHIBIT B SUMMARY OF RENT COMPARABLES AND PHOTOGRAPH OF COMPARABLES AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B WILLIAMSBURG MANOR, CARY, NORTH CAROLINA PHOTOGRAPHS OF COMPARABLE SALE PROPERTIES COMPARABLE I-1 COMPARABLE I-2 COMPARABLE I-3 CALIBRE CHASE CARDINAL WOODS TREYBROOKE 231 Calibre Chase Drive 1331 Wicklow Drive 201 Treybrooke Drive Raleigh, North Carolina Cary, North Carolina Raleigh, North Carolina [PICTURE] [PICTURE] [PICTURE] COMPARABLE I-4 COMPARABLE I-5 OXFORD SQUARE OAK HOLLOW 1000 Village Greenway 100 Kempwood Drive Cary, North Carolina Raleigh, North Carolina [PICTURE] [PICTURE] AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B WILLIAMSBURG MANOR, CARY, NORTH CAROLINA SUMMARY OF COMPARABLE RENTAL PROPERTIES COMPARABLE DESCRIPTION SUBJECT R - 1 - ---------------------------------------------------------------------------------------------------------------------------- Property Name Williamsburg Manor Sumter Square Management Company AIMCO Drucker & Falk LLC LOCATION: Address 1248 Donaldson Drive 613 Charleston Road City, State Cary, North Carolina Raleigh, North Carolina County Wake Wake Proximity to Subject 1.5 miles northeast of the subject PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 212,750 368,800 Year Built 1971 1970 Effective Age 25 33 Building Structure Type Brick & wood siding walls; composition Brick & wood/vinyl siding walls; shingle roof combination shingle Parking Type (Gr., Cov.,etc.) Open Open Number of Units 183 391 Unit Mix: Type Unit Qty. Mo. Rent Type Unit Qty. Mo. 1 1Br/1BaEFF 750 1 $599 1 1BD/1BH 700 50 $565 2 1Br/1Ba 1,000 1 $699 2BD/1BH 800 96 $635 3 2Br/1Ba 1,000 1 $749 4 2BD/1.5BH - Type 1 1,000 86 $665 4 2Br/1.5Ba 1,100 120 $681 4 2BD/1.5BH - Type 2 1,050 78 $695 5 3Br/1.5Ba 1,300 60 $781 5 3BD/2BH 1,100 81 $760 Average Unit Size (SF) 1,163 943 Unit Breakdown: Efficiency 0% 2-Bedroom 39% Efficiency 0% 2-Bedroom 66% 1-Bedroom 61% 3-Bedroom 0% 1-Bedroom 13% 3-Bedroom 21% CONDITION: Average Average APPEAL: Average Average AMENITIES: Unit Amenities X 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 Car Wash Spa/Jacuzzi Car Wash X Basketball Court BBQ Equipment Basketball Court BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room 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 Gym Room X Gym Room OCCUPANCY: 93% 86% LEASING DATA: Available Leasing Terms 6 to 15 Months 6 to 12 Months Concessions $100 off 1st months rent with a 12-month Reduced rents lease Pet Deposit $200 $200 Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Brian Dean -Property Manager Leasing Agent Telephone Number 919-467-1843 919-853-3343 NOTES: None COMPARISON TO SUBJECT: Similar COMPARABLE COMPARABLE DESCRIPTION R - 2 R - 3 - -------------------------------------------------------------------------------------------------------------------------- Property Name Oxford Square Misty Woods Management Company Drucker & Faulk Equity Residential LOCATION: Address 1000 Village Greenway 101 Harlon Drive City, State Raleigh, North Carolina Cary, North Carolina County Wake Wake Proximity to Subject 1.5 miles northwest of the subject 0.20 mile northeast of the subject PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 155,650 280,760 Year Built 1975 1984 Effective Age 28 19 Building Structure Type Wood/vinyl siding walls; composition Brick & wood siding walls; composition shingle roof shingle roof Parking Type (Gr., Cov.,etc.) Open Open Number of Units 184 360 Unit Mix: Type Unit Qty. Mo. Type Unit Qty. Mo. 1 1BD/1BH - Type 1 670 8 $610 1BD/1BH - Type 1 500 48 $553 1 1BD/1BH - Type 2 680 12 $595 1 1BD/1BH - Type 2 670 78 $618 1 1BD/1BH - Type 3 710 8 $630 1 1BD/1BH - Type 3 700 36 $628 1 1BD/1BH - Type 4 720 12 $635 2BD/1BH 850 88 $666 2BD/1BH - Type 1 890 36 $685 4 2BD/2BH 950 110 $731 3 2BD/1BH - Type 2 950 18 $690 3 2BD/1BH - Type 3 1,000 12 $715 2BD/2BH 845 54 $655 3BD/1.5BH - Type 1 1,020 12 $785 3BD/1.5BH - Type 2 1,130 4 $810 3BD/1.5BH - Type 3 1,140 6 $820 5 3BD/1.5BH - Type 4 1,280 2 $850 Average Unit Size (SF) 874 780 Unit Breakdown: Efficiency 0% 2-Bedroom 65% Efficiency 0% 2-Bedroom 24% 1-Bedroom 22% 3-Bedroom 13% 1-Bedroom 45% 3-Bedroom 31% CONDITION: Average Average APPEAL: Average Average AMENITIES: Unit Amenities Attach. Garage Vaulted Ceiling Attach. Garage X Vaulted Ceiling X Balcony X W/D Connect. X Balcony X W/D Connect. Fireplace X Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool Spa/Jacuzzi Car Wash Spa/Jacuzzi Car Wash Basketball Court BBQ Equipment Basketball Court BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room Sand Volley Ball Meeting Hall Sand Volley Ball Meeting Hall 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 Gym Room OCCUPANCY: 75% 97% LEASING DATA: Available Leasing Terms 6 to 13 Months 12 month Concessions Reduced rents ($50 to $75 off) Reduced rents ($50 off) Pet Deposit $300 $250 to $350 Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Boyce - Leasing Agent Kelli Dickson Telephone Number 919-467-7652 919-469-9553 NOTES: None None COMPARISON TO SUBJECT: Similar Similar COMPARABLE COMPARABLE DESCRIPTION R - 4 R - 5 - ------------------------------------------------------------------------------------------------------------------------------- Property Name Woodcreek Merriwood Management Company AMS Management LLC Drucker & Falk LLC LOCATION: Address 101 Stephanie Drive 100-A Merriwood Drive City, State Cary, North Carolina Cary, North Carolina County Wake Wake Proximity to Subject 0.30 mile northeast of the subject 1.5 miles northwest of the subject PHYSICAL CHARATERISTICS: Net Rentable Area (SF) 151,752 132,752 Year Built 1980 1985 Effective Age 23 6 Building Structure Type Wood/vinyl siding walls; composition Brick & wood/vinyl siding walls; asphalt shingle roof shingle roof Parking Type (Gr., Cov.,etc.) Open Open Number of Units 254 152 Unit Mix: Type Unit Qty. Mo. Type Unit Qty. Mo. 1 1BD/1BH - Type 1 650 80 $425 1 1BD/1BH - Type 1 698 20 $520 1 1BD/1BH - Type 2 667 32 $460 1 1BD/1BH - Type 2 746 20 $535 2 1BD/1BH - Type 3 811 48 $595 3 2BD/1BH 872 48 $630 4 2BD/2BH 987 40 $715 4 2BD/1.5BH 920 48 $650 3 BD/1.5BH - Type 1 1,092 8 $770 5 3BD/1.5BH - Type 2 1,140 8 $795 Average Unit Size (SF) 759 873 Unit Breakdown: Efficiency 0% 2-Bedroom 16% Efficiency 0% 2-Bedroom 63% 1-Bedroom 63% 3-Bedroom 0% 1-Bedroom 26% 3-Bedroom 11% 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 X W/D Connect. X Fireplace X Fireplace X Cable TV Ready X Cable TV Ready Project Amenities X Swimming Pool X Swimming Pool Spa/Jacuzzi Car Wash Spa/Jacuzzi Car Wash Basketball Court BBQ Equipment Basketball Court X BBQ Equipment Volleyball Court Theater Room Volleyball Court Theater Room 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 X Business Office Jogging Track Business Office X Gym Room X Gym Room OCCUPANCY: 80% 86% LEASING DATA: Available Leasing Terms 6 to 15 Months 6 to 15 Months Concessions Reduced rents ($25 to $50 off) 1st month $499 for 1st two months rent free 2 bd Pet Deposit $200 $100 Utilities Paid by Tenant: X Electric X Natural Gas X Electric X Natural Gas Water Trash Water Trash Confirmation Vicki Wayne Claudia Cerda Telephone Number 919-467-5574 919-462-7020 NOTES: None None COMPARISON TO SUBJECT: Similar Similar AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT B WILLIAMSBURG MANOR, CARY, NORTH CAROLINA PHOTOGRAPHS OF COMPARABLE RENT PROPERTIES COMPARABLE R-1 COMPARABLE R-2 COMPARABLE R-3 SUMTER SQUARE OXFORD SQUARE MISTY WOODS 613 Charleston Road 1000 Village Greenway 101 Harlon Drive Raleigh, North Carolina Raleigh, North Carolina Cary, North Carolina [PICTURE] [PICTURE] [PICTURE] COMPARABLE R-4 COMPARABLE R-5 WOODCREEK MERRIWOOD 101 Stephanie Drive 100-A Merriwood Drive Cary, North Carolina Cary, North Carolina [PICTURE] [PICTURE] AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C WILLIAMSBURG MANOR, CARY, NORTH CAROLINA EXHIBIT C ASSUMPTIONS AND LIMITING CONDITIONS (3 PAGES) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT C WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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 reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and represent the 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 the property that is the subject of this report and have no personal interest or bias with respect to the parties involved. Compensation for American Appraisal Associates, Inc. is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. The analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Uniform Standards of Professional Appraisal Practice and the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. I personally did not inspect the subject property. Jimmy Pat James, MAI and J. Chad Walker provided significant real property appraisal assistance in the preparation of this report. I am currently in compliance with the Appraisal Institute's continuing education requirements. /s/ Frank Fehribach ------------------- Frank Fehribach, MAI Managing Principal, Real Estate Group North Carolina Temporary Practice Permit #2578 AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E WILLIAMSBURG MANOR, CARY, NORTH CAROLINA EXHIBIT E QUALIFICATIONS OF APPRAISER (2 PAGES) AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E WILLIAMSBURG MANOR, CARY, NORTH CAROLINA FRANK A. FEHRIBACH, MAI MANAGING PRINCIPAL, REAL ESTATE GROUP POSITION Frank A. Fehribach is a Managing Principal for the Dallas Real Estate Group of American Appraisal Associates, Inc. ("AAA"). EXPERIENCE Valuation Mr. Fehribach has experience in valuations for resort hotels; Class A office buildings; Class A multifamily complexes; industrial buildings and distribution warehousing; multitract mixed-use vacant land; regional malls; residential subdivision development; and special-purpose properties such as athletic clubs, golf courses, manufacturing facilities, nursing homes, and medical buildings. Consulting assignments include development and feasibility studies, economic model creation and maintenance, and market studies. Mr. Fehribach also has been involved in overseeing appraisal and consulting assignments in Mexico and South America. Business Mr. Fehribach joined AAA as an engagement director in 1998. He was promoted to his current position in 1999. Prior to that, he was a manager at Arthur Andersen LLP. Mr. Fehribach has been in the business of real estate appraisal for over ten years. EDUCATION University of Texas - Arlington Master of Science - Real Estate University of Dallas Master of Business Administration - Industrial Management Bachelor of Arts - Economics AMERICAN APPRAISAL ASSOCIATES, INC. EXHIBIT E WILLIAMSBURG MANOR, CARY, NORTH CAROLINA STATE CERTIFICATIONS State of Arizona, Certified General Real Estate Appraiser, #30828 State of Arkansas, State Certified General Appraiser, #CG1387N State of Colorado, Certified General Appraiser, #CG40000445 State of Georgia, Certified General Real Property Appraiser, #218487 State of Michigan, Certified General Appraiser, #1201008081 State of Texas, Real Estate Salesman License, #407158 (Inactive) State of Texas, State Certified General Real Estate Appraiser, #TX-1323954-G PROFESSIONAL Appraisal Institute, MAI Designated Member Candidate AFFILIATIONS Member of the CCIM Institute pursuing Certified Commercial Investment Member (CCIM) designation PUBLICATIONS "An Analysis of the Determinants of Industrial Property -authored with Dr. Ronald C. Rutherford and Dr. Mark Eakin, The Journal of Real Estate Research, Vol. 8, No. 3, Summer 1993, p. 365. AMERICAN APPRAISAL ASSOCIATES, INC. WILLIAMSBURG MANOR, CARY, NORTH CAROLINA GENERAL SERVICE CONDITIONS AMERICAN APPRAISAL ASSOCIATES, INC. WILLIAMSBURG MANOR, CARY, NORTH CAROLINA 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.