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HomeMy WebLinkAboutAgr 2008-02-04 (Chernin Mooradian) Cherin L. Mooradian, MAl, ASA Appraiser & Counselor of Real Estate 16 Bay Vista Drive Tiburon, CA 94920 Ann R. Danforth Tiburon Town Attorney 1505 Tiburon Boulevard Tiburon, CA 94920 Re: Transitional land APN #059-251-05 Marin County, California Dear Ann: Enclosed are two executed copies of an Agreement for Professional Services - Appraisal of Real Property-with.~n attached engagement letter. Please have them fully executed and j// .. return one copy to me. "") ;2 / ~ ~ -- () y Thanks for your assistance with this matter. Best regards, cf~ c/. (Y}trl1~ Cherin L. Mooradian, MAl, ASA Enclosures AGREEMENT FOR PROFESSIONAL SERVICES - APPRAISAL OF REAL PROPERTY THIS AGREEMENT, made and entered this 4th day of February, 2008, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and CHERIN L. MOORADIAN, MAl, ASA, hereinafter referred to as "Consultant," RECIT ALS A. The Martha Company ("Owner") owes a 93.13 acre parcel, identified by the Marin County Tax Assessor's Office as parcel number 059-251-05 ("Property"), and is applying to Marin County to subdivide the Property into 43 residential lots. The development of the Property has been the subject of repeated and on-going litigation involving the Owner, Marin County, the Town and several interested Town residents. B. The Property lies near the Town borders and any develop is likely to impact Town residents. Accordingly, the Town wishes to negotiate with Martha to settle and prevent further litigation while ensuring that the proposed subdivision minimizes the project's impacts. The Property's current fair market value will be an important factor in these negotiations. C. Consultant has particular expertise in the appraisal of raw and transitional land and such that the Town Council finds that it is in the Town's interest to retain Consultant to prepare an appraisal of the Property for the Town Attorney, for her use in advising the Town Council regarding actual and potential litigation. D. The parties wish to contract for the Consultant to provide the services described in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference, in accordance with all applicable State requirements. AGREEMENT 1. Scope of Services. Consultant shall perform, and carry out in a professional manner the Services described in Exhibit A, which is attached hereto and incorporated herein by reference. Because of the nature of the underlying controversy, Consultant shall report to the Town Attorney. Consultant shall provide the Town Attorney with a draft report for comment prior to finalizing the appraisal. 2. Costs and Method of Compensation. Consultant's total compensation for the Services shall be as set for in Exhibit A, not to exceed $20,000 (twenty thousand dollars) without written authorization from the Town. 3. Standard of Work: Indemnity. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent 1 E:\Tiburon Correspondence\New Town Services Agreement\Appraisal Prof Services Ag 1-30- 08.doc act or omission of Consultant's in performing of the Services pursuant to this Agreement. 3. Consultant as Independent Contractor. Consultant (including its agents, employees and subcontractors) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall maintain complete control of its operations and personnel and shall be solely liable and responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 4. Attendance at Hearings. If requested by the Town Attorney, Consultant shall appear at litigation and/or administrative hearings that pertain to the Project. Town shall reimburse Consultant for such appearance( s) at the hourly rate specified in Exhibit A. 5. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Consultant's records and accounts of expenditures and program activities at its own expense. Consultant shall furnish all items necessary in the Town's discretion to complete said audit and/or evaluation subject to restrictions on confidentiality limited to expenditure or receipt of program funds, and program quality. 6. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as an additional insured to all required insurance policies: A. Commercial General Liability: Combined single limit of$l ,000,000 for each single occurrence and $2,000,000 annual aggregate. B. Commercial Automobile Liability: Combined single limit of $1 ,000,000 for each single occurrence and $2,000,000 annual aggregate. 7. Ownership of Documents: Re-Use: Indemnity. A. All documents, including drawings and specifications prepared by Consultant pursuant to this Agreement shall be the property of Town. Town acknowledges that said documents are prepared for use only in connection with the Project described in the Exhibit A. Consultant makes no representation that said documents are suitable for re-use on any other project or on any expansion of the Project. Any such re-use by Town without specific written approval by Consultant shall be at Town's sole risk. Town shall indemnify and hold Consultant harmless from all claims, losses, damages and expenses, including attorneys fees, which may arise from Town's unauthorized re-use of said documents for another project or for any expansion of the Project. B. The Services are intended to assist the Town Attorney in preparing for litigation. Any information generated as a result of this Agreement is attorney-work produce and attorney client privileged and may not be disclosed to any third party without the prior written consent of the Town Attorney. Without limiting the forgoing, the Town Attorney may, in her sole discretion, disclose any information generated as a result of this Agreement as she deems appropriate and Consultant 2 E:\Tiburon Correspondence\New Town Services Agreement\Appraisal Prof Services Ag 1-30- 08.doc consents to such disclosure. C. Nothing in this Section is intended nor shall it be construed to require Consultant to provide any proprietary software to the Town 8. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work Order"), require Consultant to stop or suspend performance of the Services, in whole or in part, for a period of up to ninety days after such notice is delivered to Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all reasonable steps to minimize the incurrence of costs allocable to the Services covered by the Stop Work Order during the period of work stoppage. Within ninety days of the delivery of the Stop Work Order, or such later time as may be agreed to by the parties, Town shall either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13. Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent that the Stop Work Order results in a documentable increase in the cost of performing the Services or the time required for such performance, Consultant shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 9. Delinquencv. In the event that a proper invoice remains unpaid for more than 45 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 10. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract, and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed through the effective date of termination. 11. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the employment of such persons based on race, color, religion, sex, sexual preference, age, or handicapped conditions. 12. Services and Materials to be Furnished by the Town: The Consultant shall advise the Town of the data required to compete the Services within 10 days of the execution of this Agreement. The Town will make its best efforts to provide all data in its possession specifically requested by the Consultant, including documentation and information, to the Consultant in a timely manner. 3 E:\Tiburon Correspondence\New Town Services Agreement\Appraisal Prof Services Ag 1-30- 08.doc 13. Miscellaneous. A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To the extent that there are any inconsistencies with such Exhibit and the other portions of this Agreement, the latter shall prevail. B. Governing Law: Venue. The laws of the State of California shall govern this Agreement. The County of Marin shall be the venue for resolving any disputes arising from this Agreement. C. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. D. Successors in Interest: Assignment. This Agreement shall be binding on the assigns and successors in interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. Notwithstanding the foregoing, Consultant may assign this Agreement without the further consent of the City to Consultant's parent corporation or to an affiliated company that succeeds to business of Consultant contemplated herein E. Entire Agreement: Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT TOWN OF TIBURON e~ c?<. ;rJcrI2~d- -1 fl~hc&~ Margaret . Curran, Town Manager Town of Tiburon Cherin L. Mooradian, MAl, ASA APPROVED~~~O~ h~P?~ Ann R. Danforth, Town Attorney 4 E:\Tiburon Correspondence\New Town Services Agreement\Appraisal Prof Services Ag 1-30- 08.doc Cherin L. Mooradian, MAl, ASA Appraiser & Counselor of Real Estate 16 Bay Vista Drive Tiburon, CA 94920 February 4, 2008 Ann R. Danforth Tiburon Town Attorney 1505 Tiburon Boulevard Tiburon, CA 94920 SUBJECT: Transitional Land ("Subject Property") APN #059-251-05 Marin County, California Dear Ms. Danforth: Thank you for the opportunity to provide this proposal for real estate valuation services to you (the "Client"). Cherin L. Mooradian, MAl, ASA, will be referred to herein as (the"Service Provider"). Purpose The purpose of the assignment will be to provide an opinion of the market value of the fee simple interest in the "Subject Property" under the following optional premises. 1) As Is including any current progress toward entitlements. 2) As Entitled for subdivision into 43 Residential Lots or Tentative Map. 3) As Entitled for subdivision into 43 Residential Lots plus installation of infrastructure and/or as Finished Lots. 4) As Entitled for subdivision into 12 Residential Lots at Tentative Map. 5) As Entitled for subdivision into 12 Residential Lots plus installation of infrastructure and/or as Finished Lots. 6) On-going appraisal services and counseling as required and agreed upon by email correspondence. Intended Use: The intended use of the appraisal report is to assist the Client, as the intended user of the appraisal report, in evaluating the "Subject Property" for negotiation purposes as described in Recital B of the Agreement for Professional Services attached to this engagement letter and for potential expert witness testimony in support of litigation. Date of Value Unless otherwise instructed by the client, the date of value will be the date on which the Service Provider inspected the property. Ann R. Danforth Tiburon Town Attorney Page 2 Scope and Description of Assignment The Service Provider proposes to conduct the necessary investigations and analyses leading to the preparation of a narrative appraisal report intended to conform with the Uniform Standards of Professional Appraisal Practice (USP AP) and the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute and the American Society of Appraisers. The report will consider the three traditional approaches to value: cost, sales comparison, and income approaches. However, consideration of these approaches does not mean that all will, necessarily, be valid and/or reliable. Unless otherwise required by the client, the report will only detail and rely upon that or those approaches determined to be valid and reliable in reaching the value conclusion. The "subject property" is identified by the Marin County Tax Assessor's office as parcel number 059-251-05, owned by MARTHA CO, and comprised of about 93.13 acres. The site is located in an unincorporated portion of Marin County associated with the Town of Tiburon. Development of the site is under the jurisdiction of the Marin County planning department. Approvals for construction on the site, (site and building improvements), is under the jurisdiction of the Town of Tiburon. The "subject property" has been owned by the same entity for many years. There have been several applications for subdivision. In September, 2007, Marin County settled litigation with the owner of the "subject property" agreeing to approve 43 lots. To date the actual approval has not been granted. A conceptual plan has been drawn. However, there have not been any approvals for tentative or final map. An appraisal has been prepared by David Tattersall, MAl, for the owners of the "subject property" dated June 26, 2007 with an effective date of May 1, 2007. In addition to our appraisal analysis, we have been asked to review and comment on this appraisal and its conclusions and methodology. The scope of the assignment will include research into the history of the subject especially relating to attempts to develop the site with residential dwellings. Our due diligence will include review of all Environmental Impact Reports, Geological Studies and any other documents that have been either prepared for submission with subdivision approvals or required by the county and town for further understanding of the project. A study of the market and feasibility of development of residential uses within the area will be conducted. Although a search for comparable sales will be part of our due diligence it is anticipated that there will be a lack of truly comparable transitional land sales. Therefore an alternative development analysis with discounted cash flow to present value may be performed. It is anticipated that there may be a requirement for assistance to the appraiser in areas of special expertise, specifically site development, infrastructure and building improvement construction costs. Should this be the case, the client will be responsible for any fees related to the Ann R. Danforth Tiburon Town Attorney Page 3 engagement of these experts. Their specific engagement will be approved by the client in advance. The fees will be over and above the professional fees stated on a following page. The results of our research and analysis will be reconciled into a final conclusion of value for the subject as of a current date. Type of Report The report to be furnished will be a "Summary Report" as defined by Standard 2-2(a) of US PAP. The Summary appraisal report which is our standard business report used for most purposes, contains summary discussions of the data, reasoning, and analyses that are used in the appraisal process whereas supporting documentation is retained in our file. The depth of discussion contained in this report is specific to the needs of the client and the intended use of the appraisal. Providers of Service Valuation services will be conducted by Cherin L. Mooradian, MAl, ASA, who holds a Certified General Real Estate Appraiser license in the State of California. The primary appraiser may be assisted as appropriate by additional professional staff. As previously mentioned, it is anticipated that there may be requirement for assistance to the appraiser in areas of special expertise and experience such as but not limited to site development, infrastructure and building improvement construction costs. Should this be the case, the client will be responsible for any fees related to the engagement of these experts. The client will be consulted for their approval in advance. Fee, Retainer, Delivery Schedule and Number of Reports The fee for my services will be based on hourly charges with an estimate of costs of about $20,000 as outlined below: . Principal Consultant . Researchers . Other - Production . Depositions . Testimony . Office/Court Standby $275 per hour. $75 to $125 per hour depending on level. $50 per hour. $325 per hour with a 3-hour minimum. $1,300 per half-day or part thereof. $900 per half day. I will use support staff wherever possible to facilitate the client's position. However, Cherin L. Mooradian, MAl, ASA, will assume total professional responsibility for the work product. Fees will be billed monthly for services performed during the month and are due within fifteen (15) days of rendering the billing. If any of the agreed upon fee is not paid within thirty (30) days of becoming due, such will be subject to a 0.83% per month (10.0% per year) carrying charge. Ann R. Danforth Tiburon Town Attorney Page 4 I will provide two (2) copies of the report, and a PDF. Additional paper bound copies of the report( s) are available at an additional cost. The current minimum cost is $100 per copy. Based on my current schedule, I expect to be able to complete the assignment within 6 weeks from my receipt of this fully executed engagement and 2008 tentative maps for the residential development of the subject property. If the terms of this engagement require the review of a draft report prior to completing and delivering the final appraisal report, then this assignment shall be considered to have been completed with the delivery of the draft report and all fees shall be considered earned and payable. Any required revisions to a draft report, other than the correction of an error by the Service Provider, will be charged on an hourly basis at the hourly billing rate of the professional or professionals preparing the revisions. Unless arrangements are made otherwise, a late charge of 15% per annum, commencing thirty (30) days after the receipt of invoice will be charged on any balance not paid; however, in no event shall this delinquency rate of interest exceed the maximum rate permitted by law. We shall also be entitled to recover our costs (including attorneys' fees), associated with collecting any amounts owed or otherwise incurred in connection with this engagement. Upon default, we shall be permitted to file a lien against the subject property for any amounts owed pursuant to this engagement. In the event the assignment is canceled prior to completion, an invoice will be prepared reflecting the percentage of work completed as of that date. Any credits to the Client will be promptly refunded or any remaining balances to the Service Provider will be indicated on the InVOIce. Any out-of-pocket expenses incurred during this assignment will be billed at cost and included on the invoice. Should the Client request the assistance of the Service Provider in hiring a special expert to contribute to this assignment (including but not limited to, a surveyor, environmental consultant, land planner, architect, engineer, business, personal property, machinery and equipment appraiser, among others), the Client agrees to perform their own due diligence to qualify said special expert. The Client agrees and acknowledges it is solely responsible in paying for the services of said special expert. Furthermore, the Client acknowledges that the Service Provider is not responsible for the actions and findings of the special expert and agrees to hold the Service Provider harmless from any and all damages that may arise out of the Client's reliance on the special expert. Relationship After Delivery of Report The above fees include necessary client meetings and conferences during the performance of the appraisal. If additional consultation is required as a result of this undertaking, such will be provided at customary hourly billing rates in effect at the time. Ann R. Danforth Tiburon Town Attorney Page 5 Checklist to Start Assignment I am in receipt of several documents related to the assignment. Upon review I will contact you should there be an additional information request. The appraisal report and conclusions therein will be predicated upon the accuracy and completeness of the information provided by the Client. In the absence of some of this information, I will attempt to obtain this information from other sources and/or may require the use of Extraordinary Limiting Conditions and Assumptions within the appraisal report. Additional Terms (Attachment I) The terms of Attachment I apply to this engagement and are hereby incorporated by reference. Assumptions and Limiting Conditions (Attachment II) The appraisal reports will be limited by our standard Assumptions and Limiting Conditions and any Extraordinary Assumptions and Limiting Conditions, which become apparent or necessary during the course of the assignment. By acceptance of this proposal you agree to accept those assumptions and limiting conditions, and agree to accept the report subject to the same. A copy of the standard Assumptions and Limiting Conditions is set forth in Attachment II. Market Value Definition Unless the Service Provider is instructed to the contrary, wherever the term "market value" is utilized, said term shall mean: "The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of the sale as of a specified date and the passing of title from seller to buyer under conditions whereby: A. buyer and seller are typically motivated; B. both parties are well informed or well advised, and acting in what they consider their own best interests; C. a reasonable time is allowed for exposure in the open market; D. payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and E. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale." Ann R. Danforth Tiburon Town Attorney Page 6 Litigation It is understood that the appraisal is to be prepared for possible use in connection with pending litigation. Unless this appraisal is specifically being prepared for use in connection with litigation, no right to expert testimony, pre-trial or other conferences, depositions, or related services will be included with the appraisal. If testimony or related litigation services are requested in the future as a result of this undertaking, such shall be subject to the reasonable availability of the MAl appraiser signing the report. The fee for said services shall be at the applicable hourly and daily rates and the rendering of our services will be subject to a new engagement letter setting forth the scope of services to be provided and fee arrangement. Authorization to Proceed If this proposal is acceptable, please authorize me to proceed by executing this letter agreement where noted below and returning one copy to the undersigned. Should you have any additional questions, please do not hesitate to contact the undersigned. I appreciate the opportunity to be considered for this assignment. Sincerely, .. C!A~~ ~ c!X'.lr)~ Cherin L. Mooradian, MAl, ASA Attachments AGREED & ACCEPTED THIS DAY OF , 2008. BY: Ann R. Danforth, Tiburon Town Attorney AUTHORIZED SIGNATURE NAME (PRINT) Ann R. Danforth Tiburon Town Attorney Page 7 ATTACHMENT I - ADDITIONAL TERMS This assignment is subject to the following terms: )0> Use of the Appraisal: The use of the appraisal report by anyone other than the Client is prohibited. Accordingly, the appraisal report will be addressed to and shall be solely for the Client's use and benefit unless we provide our prior written consent. We expressly reserve the unrestricted right to withhold our consent to your unauthorized disclosure of the appraisal report (or any part thereof including, without limitation, conclusions of value and our identity), to any third parties. Unless our prior written consent is obtained, no third party may rely on the appraisal report (even if their reliance was foreseeable). )0> Completion Date Estimate: The Service Provider agrees to use reasonable commercial efforts to complete this report as per the attached letter agreement. Said completion date is an estimate and does not take into consideration pre-trial or court time as well as delays beyond the control of the Service provider such as illness, lack of specific necessary data and/or Acts of God. )0> Database: Both parties acknowledge that real estate appraisal requires current and historical market data to competently analyze the subject property. Accordingly, the Client agrees that: (i) the data collected by the Service Provider in this assignment will remain the property of the Service Provider; and (ii) with respect to any data provided by the Client, the Service provider and its partner companies may utilize, sell and include such data (either in the aggregate or individually), in the Service provider database and derivative products so long as the identity of the Client is kept confidential. The Client agrees that all data already in the public domain may be utilized on an unrestricted basis. )0> Limitations of Liability: It is expressly agreed that in any action which may be brought against the Service Provider. or their respective owners, managers, directors, agents, subcontractors or employees, arising out of, relating to, or in any way pertaining to this engagement, the appraisal reports, or any estimates or information contained therein, shall not be responsible or liable for an incidental or consequential damages or losses, unless the appraisal was fraudulent or prepared with gross negligence. It is further agreed that the collective liability of the Service Provider in any such action shall not exceed the fees paid for the preparation of the appraisal report unless the appraisal was fraudulent or prepared with gross negligence. Finally, it is agreed that the fees charged herein are in reliance upon the foregoing limitations of liability. )0> Arbitration: The parties agree that any dispute relating to this letter agreement or the appraisal report shall be submitted to, and resolved exclusively pursuant to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Such arbitration shall take place in a neutral setting and shall be subject to the substantive laws of the state of California. Decisions pursuant to such arbitration shall be final, conclusive and binding on the parties. Upon the conclusion of the arbitration, the parties may apply to any appropriate court to enforce the decision of such arbitration. )0> Litigation: In the event the Service Provider is called upon to provide testimony or receives a subpoena concerning any suit or proceeding or otherwise become involved in any litigation relating to this engagement or assignment, in which the Service Provider is not a party, the Service Provider will make every reasonable effort to assist the Client and give such testimony. The Client agrees to compensate the Service provider at its then current rates, on an hourly basis, plus reimbursement for all expenses incurred as a result of said litigation: Ann R. Danforth Tiburon Town Attorney Page 8 ATTACHMENT II GENERAL ASSUMPTIONS AND LIMITING CONDITIONS In conducting this appraisal, we have assumed, except as otherwise noted in our report, as follows: 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos in the property. 4. The revenue stamps placed on any deed referenced herein to indicate the sale price are in correct relation to the actual dollar amount of the transaction. 5. The property is in compliance with all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes. 6. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy. 7. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 8. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the affect of subsequent events. 9. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated. 10. We are not required to give testimony or to be in attendance in court or any government or other hearing with reference to the property without written contractual arrangements having been made relative to such additional employment. 11. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. 12. No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. Ann R. Danforth Tiburon Town Attorney Page 9 13. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters, geologic considerations, such as soils and seismic stability, and civil, mechanical, electrical, structural and other engineering and environmental matters. 14. The distribution of the total valuation in this report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. This appraisal report shall be considered only in its entirety. No part of this appraisal report shall be utilized separately or out of context. 15. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without prior written consent from the Service Provider. 16. Information, estimates and opinions contained in this report, obtained from sources outside of the office of the undersigned, are assumed to be reliable and have not been independently verified. 17. Any income and expense estimates contained in this appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 18. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 19. No consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 20. The current purchasing power of the dollar is the basis for the value stated in our appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 21. The value found herein is subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions. 22. The analyses contained in this report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will vary from our estimates, and the variations may be material. Ann R. Danforth Tiburon Town Attorney Page 10 23. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific surveyor analysis of this property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. In as much as compliance matches each owner's financial ability with the cost to cure the non- conforming physical characteristics of a property, we cannot comment on compliance to ADA. Given that compliance can change with each owner's financial ability to cure non- accessibility, the value of the subject does not consider possible non-compliance. Specific study of both the owner's financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance. 24. No studies have been provided to us indicating the presence or absence of hazardous materials on the site or in the improvements, and our valuation is predicated upon the property being free and clear of any environment hazards. 25. We have not been provided with any evidence or documentation as to the presence or location of any floodplain areas and/or wetlands. Wetlands generally include swamps, marshes, bogs, and similar areas. We are not qualified to detect such areas. The presence of floodplain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non-existent or minimal.