Self-Contained Appraisal Report
Transcription
Self-Contained Appraisal Report
Self-Contained Appraisal Report City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows) West of Saratoga Drive, at the terminus of South Delaware Street San Mateo, California 94403 Date of Report: December 14, 2012 Prepared For: Mr. David Culver, Finance Director City of San Mateo 330 West 20th Avenue San Mateo, California 94403 Prepared By: Kevin K. Ziegenmeyer, Appraiser Eric A. Segal, Appraiser December 14, 2012 Mr. David Culver, Finance Director City of San Mateo 330 West 20th Avenue San Mateo, California 94403 RE: City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows) San Mateo, California 94403 Dear Mr. Culver: At your request and authorization, Seevers Jordan Ziegenmeyer has prepared an appraisal report and analyzed market data for the purpose of estimating the market value (fee simple estate) of the properties within the boundaries of the City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows), by ownership, as well as the cumulative, or aggregate, value of the District properties, under the conditions and assumptions set forth in the attached report. Within the report, the subject will also be referred to as CFD No. 2008-1 (Bay Meadows). The subject property comprises Phase II of the Bay Meadows Racetrack redevelopment. The appraisal report has been conducted in accordance with appraisal standards and guidelines found in the Uniform Standards of Professional Appraisal Practice (USPAP) and the Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission (2004). This document is presented in a Self-Contained Report Format, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of USPAP. The appraised property, which represents the taxable land areas situated within the boundaries of CFD No. 2008-1 (Bay Meadows), is located at the southern terminus of South Delaware Street, north of Hillsdale Boulevard and west of Saratoga Drive, within the city of San Mateo, San Mateo County, California. The second CFD No. 2008-1 (Bay Meadows) Bond issuance is scheduled to reimburse the developer for construction of certain portions of the public improvements required for the development of 49.978± developable acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, for-rent and for-sale residential buildings; and one parcel designated for a combination of attached and detached residential homes (Residential Component). In total, the subject property, as presently proposed, is entitled for 1,250 residential units and currently planned for 1,066 residential units, ten percent of which will be developed for belowmarket rental or for-sale units under the Development Agreement. Of the 1,066 planned residential units, 832 units are planned for the Residential Component Blocks and 234 units are planned for development on the Mixed Use Blocks. 3825 Atherton Road, Suite 500 | Rocklin, CA 95765 | Phone: 916.435.3883 | Fax: 916.435.4774 Mr. David Culver December 14, 2012 Page 2 The commercial component of the Bay Meadows development is entitled for 1,250,000 square feet of office space of which 770,000 square feet is currently planned in five class A office buildings and 31,500 square feet of professional space above ground floor retail. In addition, an approximately 131,000 square foot high school campus has been proposed on a site approved for up to 200,000 square feet of commercial space. Though, the school has not yet obtained the City’s Site Plan and Architectural Review approval (scheduled for December 21, 2012). Bay Meadows II is also entitled for 150,000 square feet of retail space and is currently planned for 85,000 square feet as part of the Station and Mixed Use Blocks. The remaining 33.40 acres of Bay Meadows II are dedicated to parks, right away and one acre dedicated to the City for approximately 50 – 68 below-market rate (BMR) residential units on Mixed Use Block 1, which will be exempt from the Lien of the Special Tax securing the Bonds. The general description of the improvements and services to be financed by the community facilities district include street improvements, sewers, storm drains, monuments, utilities, public parks and recreation facilities, detention ponds, mitigations, development impact fees, soft costs, maintenance and lighting of parks, parkways, streets, roads, and open space, and maintenance and replacement of flood and storm protection services. All improvements or services to be financed are detailed in the Community Facilities District Report, dated July 22, 2008, prepared by David Taussig & Associates, Inc. The effective date of value is November 15, 2012. As a result of our analysis, it is our opinion the market values, by ownership, of the appraised property, subject to the Lien of the Special Tax securing the City of San Mateo CFD No. 2008-1 (Bay Meadows) Bonds, in accordance with the definitions, certifications, assumptions, hypothetical conditions and significant factors set forth in the attached document (please refer to pages 10 through 12), is … Taxable Land Area (Ac.) Value RES 1, 2, 3.1b, 4, 5, 6, 7, 8, 9; MU 1, 2, 3, 4; STA 1, 2, 3, 4 and 5 42.87 $233,700,000 Shea Homes of Northern California RES 3.1a 1.82 $13,480,000 TRI Pointe Homes, LLC RES 3.2 3.04 $22,510,000 Owner Bay Meadows Main Track Investors, LLC Block(s) Cumulative (Aggregate) Value of the District $269,690,000 The value estimates assume a transfer that reflects a cash transaction or terms considered to be equivalent to cash. The estimates are also premised on an assumed sale after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with buyer and seller each acting prudently, knowledgeably, for their own self interest and assuming neither is under duress. Mr. David Culver December 14, 2012 Page 3 This letter must remain attached to the report, which contains 118 pages plus related tables, exhibits and Addenda, in order for the value opinion set forth herein to be considered valid. We hereby certify the subject property has been inspected and we have impartially considered all data collected in the investigation. Further, we have no past, present or anticipated future interest in the property. The subject property does not have any significant natural, cultural, recreational or scientific value. The appraisers certify this appraisal assignment was not based on a requested minimum valuation, a specific valuation or the approval of a loan. Thank you for the opportunity to work with your office on this assignment. Sincerely, Kevin K. Ziegenmeyer, Appraiser State Certification No.: AG013567 Expiration Date: June 4, 2013 /jab 12-525 Eric A. Segal, Appraiser State Certification No.: AG026558 Expires: February 18, 2013 TABLE OF CONTENTS Summary of Important Facts and Conclusions 1 Introduction Property Description and History Type and Definition of Value Client, Intended User and Intended Use of the Appraisal Property Rights Appraised Appraisal Report Format Dates of Inspection, Value and Report Scope of Work Extraordinary Assumptions, Significant Factors and Hypothetical Conditions General Assumptions and Limiting Conditions Certification Statements 4 6 7 7 7 8 8 11 12 14 Market Area San Mateo County Regional Overview Neighborhood Overview Housing Market Overview Apartment Market Overview Office Market Overview Retail Market Overview 16 21 24 31 36 39 Subject Property Property Identification and Legal Data Site Description Project Description Facilities to be Funded by the Bond Issuance Subject Photographs Highest and Best Use Analysis 42 51 54 55 57 61 Valuation Analysis Approaches to Value Appraisal Methodology Valuation – Discounted Cash Flow Analysis Summary and Conclusion Addenda Community Facilities District Report Amended and Restated Rate and Method of Apportionment Preliminary Title Report Readdressing/Reassigning Appraisal Reports Glossary of Terms Qualifications of Appraiser(s) 67 70 71 118 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS Property Name: The appraised property comprises the taxable land areas situated within the boundaries of City of San Mateo Community Facilities District (CFD) No. 2008-1 (Bay Meadows). Property Location: The subject property is located at the southern terminus of South Delaware Street, north of Hillsdale Boulevard and west of Saratoga Drive, within the city of San Mateo, San Mateo County, California. Assessor’s Parcel Numbers: 040-030-250; -260; -270; -280; -290; -310; -320; 330; -340 and -350 Owner of Record: APN – 040-030-250 APN – 040-030-260 APN – 040-030-270 ptn. (3.1b) APN – 040-030-270 ptn. (3.1a) APN – 040-030-270 ptn. (3.2) APN – 040-030-280 APN – 040-030-290 APN – 040-030-310 APN – 040-030-320 APN – 040-030-330 APN – 040-030-340 APN – 040-030-350 Property Type/Current Use: Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Shea Homes of Northern California TRI Pointe Homes, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC The subject property comprises Phase II of the Bay Meadows Racetrack redevelopment and consists of 49.978± developable acres proposed for the development of five mid-rise office buildings (Station Component); four midrise, mixed-use residential/retail/office buildings (MixedUse Component); nine parcels designated for attached, forrent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). In total, the subject property, as presently proposed, will contain 770,000 square feet of office space currently planned in five class A office buildings and 31,500 square feet of professional space above ground floor retail, as well as a proposed 131,000 square foot high school campus; approximately 85,000 square feet of retail space and 1,066 residential housing units, with 832 residential housing units being developed on the Residential Land Component and the balance (234 units) to be developed as part of the Mixed-Use Component. The remaining 33.40 acres of Bay Meadows II are dedicated to parks, right away and one acre dedicated to the City for approximately 50 – 68 below- Seevers Jordan Ziegenmeyer 1 market rate (BMR) residential units on Mixed Use Block 1, which will be exempt from the Lien of the Special Tax securing the Bonds. Zoning/Land Use: BM-SP – Bay Meadows Specific Plan; the subject is designated for a mix of office, retail, residential and mixeduse development commensurate with the Site Plan and Architectural Review (SPAR) planning applications adopted by the City of San Mateo. For a more detailed description of BM-SP zoning ordinance, please refer to the Property Identification and Legal Data section of this report. Flood Zone: Flood Zone X – areas determined to be outside of the 500year flood plain Earthquake Zone: According to the Seismic Safety Commission, the subject is located within Zone 4, which is assigned to areas near major faults. The existence within this zone does not prevent development. There are only two zones in California. Zone 4 is assigned to areas of major faults. Zone 3 is assigned to areas with more moderate seismic activity. In addition, the subject is located within a FaultRupture Hazard Zone (formerly referred to as an AlquistPriolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. Land Area by Land Use: Developable – Office Developable – Mixed-Use Developable – Residential Master Association Property Total Developable (Taxable) Public Space – (Non-Taxable) Total (Gross) 11.48± acres 7.071± acres 29.18± acres 2.240± acres 49.97± acres 33.40± acres 83.38± acres Highest and Best Use: Phased development in accordance with the approved entitlements Date of Inspection: November 15, 2012 Effective Date of Value: November 15, 2012 Date of Report: December 14, 2012 Property Rights Appraised: Fee simple estate Seevers Jordan Ziegenmeyer 2 Prepared For: Mr. David Culver, Director of Finance, City of San Mateo Prepared By: Kevin K. Ziegenmeyer, Appraiser Eric A. Segal, Appraiser Conclusion of Value: As a result of our analysis, it is our opinion the market value of the appraised property, subject to the Lien of the Special Tax securing the City of San Mateo CFD No. 2008-1 (Bay Meadows) Bonds, in accordance with the assumptions, hypothetical, significant factors, and limiting conditions set forth on pages 10 through 12 of this report, as of November 15, 2012, is shown in the following table. Taxable Land Area (Ac.) Value RES 1, 2, 3.1b, 4, 5, 6, 7, 8, 9; MU 1, 2, 3, 4; STA 1, 2, 3, 4 and 5 42.87 $233,700,000 Shea Homes of Northern California RES 3.1a 1.82 $13,480,000 TRI Pointe Homes, LLC RES 3.2 3.04 $22,510,000 Owner Bay Meadows Main Track Investors, LLC Block(s) Cumulative (Aggregate) Value of the District Seevers Jordan Ziegenmeyer $269,690,000 3 INTRODUCTION Property Description and History The appraised property represents 83.38± gross acres of land area situated within the boundaries of the City of San Mateo CFD No. 2008-1 (Bay Meadows). The property is located at the southern terminus of South Delaware Street, north of Hillsdale Boulevard and west of Saratoga Drive, within the city of San Mateo, San Mateo County, California. Of the approximate 83.38 acres of gross land area, the Source: Bing developable land equates to 52.18± acres proposed for development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, for-rent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). In total, the subject property, as presently proposed, will contain 770,000 square feet of office space currently planned in five class A office buildings and 31,500 square feet of professional space above ground floor retail, as well as a proposed 131,000 square foot high school campus; approximately 85,000 square feet of retail space and 1,066 residential housing units, with 832 residential housing units being developed on the Residential Land Component and the balance (234 units) to be developed as part of the Mixed-Use Component. The remaining 33.40 acres of Bay Meadows II are dedicated to parks, right away and one acre dedicated to the City for approximately 50 – 68 below-market rate (BMR) residential units on Mixed Use Block 1, which will be exempt from the Lien of the Special Tax securing the Bonds. In terms of property history, the subject property is the second phase of the two-phase redevelopment of the former Bay Meadows Racetrack, located southwest of the Highway 101/92 interchange. Adopted in 1997 and completed in 2002, Phase 1 of the redevelopment is situated adjacent to the subject property to the east and contained approximately 75 acres of land for the development of approximately 900,000 square feet of office/commercial space (300,000 square feet, which will be the second phase of the Franklin Templeton campus, has yet to be developed), 734 residential units and 300,000 square feet of retail space. Phase II, the subject property, is the site of the former race track (Main Track), was initially not going to be redeveloped; however, a specific plan amendment was submitted for the Bay Meadows Specific Plan in 2005 proposing for the Seevers Jordan Ziegenmeyer 4 redevelopment of the Main Track area with a mix of residential, office and commercial development. A vesting tentative map for the subject property was approved by the City of San Mateo Planning Commission on October 23, 2007. A map depicting the development program for Bay Meadows Phase II is shown below. Seevers Jordan Ziegenmeyer 5 Information regarding recent transfers of parcels within the District was provided for review, and the Appraisers physically inspected the Appraised Parcels, consulted public records for sales history, and evaluated information provided by the Developer’s representatives as to the purchase prices for the specific parcels sold, which the Appraiser was asked to keep confidential. The Appraiser compared the information provided by the Developer’s representatives, and analyzed information pertaining to other similar land sales in the region that are not present in the District, and which are presented herein for purposes of estimating market values for the developable parcels within the District. The Appraiser does not believe it is necessary to include in the appraisal the information it has been asked to keep confidential by the Developer’s representatives for the appraisal to 1) clearly and accurately set forth our opinion of value in a manner that will not be misleading to the intended users of the appraisal – namely potential investors in the Bonds issued for the District; 2) contain sufficient information to enable the intended users of the Appraisal to understand the report properly and 3) clearly and accurately disclose any extraordinary assumption, hypothetical condition or limiting condition that directly affects the appraisal and indicate its impact on value. Pursuant to the comments above, the representatives of the developer confirmed Residential Block 3 (3.1 and 3.2) was offered for sale to merchant builders, with ten offers having been received. Two offers were accepted. Shea Homes of Northern California acquired the 93-unit Landsdowne community (Res. Block 3.1) in a two-phase takedown, with 1.82 acres (43 units) acquired in the first phase (Res. Block 3.1a), and the option to acquire 1.91 acres (50 units) in the second phase (Res. Block 3.1b). TRI Pointe Homes, LLC acquired the site for 63 tuck-under townhomes (Res. Block 3.2). Due to the confidential nature of the transactions, the specific details are excluded from this report; however, the purchase prices and details of the purchases were provided for use in our analysis and have been considered as part of the valuation of the District. Both communities (Blocks 3.1 and 3.2) are currently under construction, with a significant amount of on-site improvements in place. It’s also worth noting a 2.75-acre portion of Block MU 1 (mixed-use) is under contract for acquisition by a school (The Nueva School). Again, due to the confidential nature of the transaction, the specific details are excluded from this report; though, the purchase price and details of the purchase were provided and considered for use in our analysis. Additionally, the developer is marketing three of the Office Blocks (Stations 2, 3 and 4) for lease, as the developer intends to construct these buildings and retain ownership in the near term. Residential Block 5 is currently being marketed for sale. According to the developer, seven offers were recently received and are currently being evaluated. Type and Definition of Value The purpose of this appraisal is to estimate the market value of the subject property, which is defined as follows: Market value: 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 Seevers Jordan Ziegenmeyer 6 seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (5) 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.1 In light of the fact the improvements to be financed by the second bond issuance were in place as of the date of inspection, the value estimate derived herein is the as-is market value. Please refer to the Glossary of Terms in the Addenda to this report for the definition of value as-is. Client, Intended User and Intended Use of the Appraisal The client and intended user of this appraisal report is the City of San Mateo and its finance team. The appraisal report is intended for use as an aid in bond underwriting. Seevers • Jordan • Ziegenmeyer authorizes the reproduction of this appraisal report for inclusion in the Preliminary Official Statement (POS) and Official Statement (OS) for the express purpose of marketing the Bonds. Property Rights Appraised The market value estimated herein is for the fee simple estate, defined as follows: Fee Simple Estate: 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.2 The rights appraised are also subject to the Extraordinary Assumptions, Hypothetical and Limiting Conditions, and General Assumptions contained in this report, as well as any exceptions, encroachments, easements and rights-of-way recorded. Appraisal Report Format This document is presented in a Self-Contained Appraisal Report format, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of the Uniform 1 Code of Federal Regulations, Title 12, Section 34.42 (55 Federal Register 34696, Aug. 24, 1990; as amended at 57 Federal Register 12202, Apr. 9, 1992; 59 Federal Register 29499, June 7, 1994). 2 The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010), 78. Seevers Jordan Ziegenmeyer 7 Standards of Professional Appraisal Practice (USPAP). This appraisal report is also prepared in accordance with the Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission (2004). Dates of Inspection, Value and Report An inspection of the subject property was completed on November 15, 2012, which represents the effective date of value. This appraisal report was completed and assembled on December 14, 2012. Scope of Work This appraisal report has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP). This analysis is intended to be an “appraisal assignment,” as defined by USPAP; the intention is the appraisal service be performed in such a manner that the result of the analysis, opinions, or conclusion be that of a disinterested third party. Several legal and physical aspects of the subject property were researched and documented. A physical inspection of the property was completed and serves as the basis for the site description contained in this report. Interviews were conducted with representatives of Wilson Meany, on behalf of the property ownership, regarding project information, infrastructure costs and fees, and the project history. The sales history was verified by consulting public records. We were also provided several documents for use in this appraisal, including tentative subdivision maps, final maps, development costs, architectural renderings and a copy of the Community Facilities District Report. Zoning and entitlement information was provided by the City of San Mateo Community Development Department on-line resources. The subjects’ earthquake zones, flood zones and utilities were verified with the applicable public agencies. Property tax information for the current tax year was obtained from the County of San Mateo Tax Collector’s Office. Data relating to the subject’s neighborhood and surrounding market area were analyzed and documented. This information was obtained through personal inspections of portions of the neighborhood and market area; newspaper articles; real estate conferences; and interviews with various market participants, including property owners, property managers, brokers, developers and local government agencies. In this appraisal, the highest and best use of the subject property as though vacant was determined based on the four standard tests (legal permissibility, physical possibility, financial feasibility and maximum productivity). Seevers Jordan Ziegenmeyer 8 The appraised property consists of all the taxable real property within City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows). The estimate of market value, by ownership, comprises 49.978± acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, for-rent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). It is not uncommon for land secured financings to involve valuations at atypical points in time during the development process. The market recognizes typical points during the development process when master planned projects often transfer, such as upon obtaining entitlements, completion of spinal infrastructure and/or recordation of final subdivision maps, for instance. It is often the case with the valuation of master planned projects for purposes of land secured financing to employ market logic to situations that are not typical transition points for developments. More often than not large development projects that transfer with partial site development complete, as is the current condition of the subject property, reflect situations of duress. Recognizing that there is not duress, and yet a valuation is needed for purposes of the bond issuance at this time, we have employed market logic for the valuation of master planned communities and applied that logic to the physical condition reflected by the subject. Therefore, in this analysis, the market value of the master developer-owned potion of the subject property in bulk, accounting for the impact of the Lien of the Special Tax securing the City of San Mateo CFD No. 2008-1 (Bay Meadows) Bonds, will be estimated by employing the use of a discounted cash flow analysis (DCF); whereby, the expected revenue, absorption period, expenses and discount rate associated with the development and sell-off of the residential and commercial land components will be taken into account. A DCF analysis is a procedure in which a discount rate is applied to a projected revenue stream generated from the sale of individual components of a project. In this method of valuation, the appraiser specifies the quantity, variability, timing and duration of the revenue streams and discounts each to its present value at a specified yield rate. The revenue component of the DCF was derived by valuing the individual land use components outlined above using the sales comparison approach to value. A number of assumptions are made in the discounted cash flow analysis, not the least of which is the forecast of absorption, or disposition, of the various land use components comprising the subject property. It is common for surveys of market participants to reveal different estimations of anticipated absorption periods for the sell-off of multiple components comprising a master planned development, with some developers preferring to hasten the holding period in favor of mitigating exposures to fluctuations in market conditions; whereas, other developers prefer to manage the sell-off of the property over an extended period of time so as to minimize direct competition of product within the master planned project. Surveys suggest a forecasted disposition period for the subject property may be as aggressive as two years or as long as five years. Seevers Jordan Ziegenmeyer 9 In light of the fact two of the residential Blocks (3.1a and 3.2) have transferred ownership to merchant builders, the estimates of market value for these components was not included in the discounted cash flow analysis, which derived an estimate of market value for the components held by the master developer. Instead, the estimate of market value derived via the sales comparison approach to value, which was the method employed to estimate the underlying land value for the various land use components comprising the District, was relied upon to estimate the market value of the components held by Shea Homes of Northern California and TRI Pointe Homes, LLC. This appraisal report has been conducted in accordance with appraisal standards and guidelines found in the Uniform Standards of Professional Appraisal Practice (USPAP) and the Appraisal Standards for Land Secured Financing, published by the California Debt and Investment Advisory Commission (2004). The individuals involved in the preparation of this appraisal include Kevin K. Ziegenmeyer and Eric A. Segal, Appraisers. Mr. Segal inspected the subject property; collected and confirmed data related to the subject property, comparables and the neighborhood/market area; analyzed market data; and prepared a draft report with a preliminary estimate of value. Mr. Ziegenmeyer also inspected the subject property, offered professional guidance and instruction, reviewed the draft report and made necessary revisions. Seevers Jordan Ziegenmeyer 10 EXTRAORDINARY ASSUMPTIONS, SIGNIFICANT FACTORS & HYPOTHETICAL CONDITIONS It is noted the use of an extraordinary assumption or hypothetical condition can impact the results of an appraisal. Extraordinary Assumptions and Significant Factors 1. It is assumed that there are no adverse soil conditions, toxic substances or other environmental hazards that may interfere or inhibit development of the subject property. If, at some future date, items are discovered that are determined to have a detrimental impact on value, the appraiser reserves the right to amend the opinion of value stated herein. 2. Draft copies of the Final Maps for Bay Meadows Phase II were provided to us for use in the appraisal and were prepared by JMH Weiss, Inc., dated May 2007 (Job No. 4542). We have relied upon these maps/site plans to determine the land areas for each land use component of the subject. It is assumed these plans are true and accurate. 3. The value conclusion contained in this report is based, in part, on development cost and fee information provided by the developer. Any significant change in these cost/fee projections could have a direct impact on the value estimate concluded in this report. Onsite development costs provided to us are current as of the date of this report and there is a possibility for these costs to change as development progresses. The appraisers specifically assume the cost information provided is accurate. Hypothetical Conditions None Seevers Jordan Ziegenmeyer 11 GENERAL ASSUMPTIONS AND LIMITING CONDITIONS 1. No responsibility is assumed for the legal description provided or for matters pertaining to legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated. 2. No responsibility is assumed for matters of law or legal interpretation. 3. The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. 4. The information and data furnished by others in preparation of this report is believed to be reliable, but no warranty is given for its accuracy. 5. It is assumed there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for obtaining the engineering studies that may be required to discover them. 6. It is assumed the property is in full compliance with all applicable federal, state, and local environmental regulations and laws unless the lack of compliance is stated, described, and considered in the appraisal report. 7. It is assumed the property conforms to all applicable zoning and use regulations and restrictions unless nonconformity has been identified, described and considered in the appraisal report. 8. It is assumed all required licenses, certificates of occupancy, consents, and other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 9. It is assumed the use of the land and improvements is confined within the boundaries or property lines of the property described and there is no encroachment or trespass unless noted in the report. 10. Unless otherwise stated in this report, the existence of hazardous materials, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, ureaformaldehyde foam insulation and other potentially hazardous materials may affect the value of the property. The value estimated is predicated on the assumption there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for such conditions or for any expertise or engineering knowledge required to discover them. The intended user of this report is urged to retain an expert in this field, if desired. 11. The Americans with Disabilities Act (ADA) became effective January 26, 1992. I (we) have not made a specific survey or analysis of this property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. Since compliance matches each owner’s financial ability with the cost-to cure the property’s potential physical characteristics, the real estate appraiser cannot comment on compliance with ADA. A brief summary of the subject’s physical aspects is included in this report. It in no way suggests ADA compliance by Seevers Jordan Ziegenmeyer 12 the current owner. 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. 12. The appraisal is to be considered in its entirety and use of only a portion thereof will render the appraisal invalid. 13. Possession of this report or a copy thereof does not carry with it the right of publication nor may it be used for any purpose by anyone other than the client without the previous written consent of Seevers Jordan Ziegenmeyer. 14. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser, or the firm with which the appraiser is connected) shall be disseminated to the public through advertising, public relations, news, sales, or any other media without the prior written consent and approval of Seevers Jordan Ziegenmeyer. Seevers Jordan Ziegenmeyer authorizes the reproduction of this document to aid in bond underwriting and in the issuance of bonds. 15. The liability of Seevers Jordan Ziegenmeyer and its employees/subcontractors for errors/ omissions, if any, in this work is limited to the amount of its compensation for the work performed in this assignment. 16. Acceptance and/or use of the appraisal report constitutes acceptance of all assumptions and limiting conditions stated in this report. 17. An inspection of the subject revealed no apparent adverse easements, encroachments or other conditions, which currently impact the subject. However, the exact locations of typical roadway and utility easements, or any additional easements, which are referenced in the preliminary title report, were not provided to the appraiser. The appraiser is not a surveyor nor qualified to determine the exact location of easements. It is assumed typical easements do not have an impact on the opinion (s) of value as provided in this report. If, at some future date, any easements are determined to have a detrimental impact on value, the appraiser reserves the right to amend the opinion (s) of value. 18. This appraisal report is prepared for the exclusive use of the appraiser’s client. No third parties are authorized to rely upon this report without the express consent of the appraiser, except investors in the Bonds. Seevers Jordan Ziegenmeyer 13 CERTIFICATION STATEMENT 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 are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. I have performed appraisal services regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. My engagement in this assignment was not contingent upon developing or reporting predetermined results. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. I have made a personal inspection of the property that is the subject of this report. Eric A. Segal, Appraiser, provided significant real property appraisal assistance to the person signing this certification. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. I certify that my State of California real estate appraiser license has never been revoked, suspended, cancelled, or restricted. I have the knowledge and experience to complete this appraisal assignment. Please see the Qualifications of Appraiser(s) portion of the Addenda to this report for additional information. As of the date of this report, I have completed the Standards and Ethics Education Requirement of the Appraisal Institute for Associate Members. __________________________ KEVIN K. ZIEGENMEYER, APPRAISER State Certification No.: AG013567 (June 4, 2013) December 14, 2012 DATE Seevers Jordan Ziegenmeyer 14 CERTIFICATION STATEMENT 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 are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. I have performed appraisal services regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. My engagement in this assignment was not contingent upon developing or reporting predetermined results. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. I have made a personal inspection of the property that is the subject of this report. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. I certify that my State of California real estate appraiser license has never been revoked, suspended, cancelled, or restricted. I have the knowledge and experience to complete this appraisal assignment. Please see the Qualifications of Appraiser(s) portion of the Addenda to this report for additional information. As of the date of this report, I have completed the Standards and Ethics Education Requirement of the Appraisal Institute for Associate Members. ERIC A. SEGAL, APPRAISER State Certification No.: AG026558 (February 18, 2013) December 14, 2012 DATE Seevers Jordan Ziegenmeyer 15 SAN MATEO COUNTY REGIONAL OVERVIEW Subject Introduction San Mateo County is located between San Francisco and Santa Clara Counties on the San Francisco Bay. The County covers 531 square miles and boasts 54 miles of spectacular coastline bluffs and beaches. About three-fourths of its land is in agricultural use, watershed, open space, wetlands or parks. Mild climate, abundant natural resources, picturesque foothills, creeks and old redwoods best describe San Mateo County, making it an attractive community for residents and businesses. As one of several counties significantly contributing to the economy of the San Francisco Bay Area, San Mateo County is strategically located in proximity to world-renowned research universities – University of California at Berkeley and San Francisco and Stanford University. As a result, many leading industry employers, such as medical therapeutic leader Genentech, Fortune 500 Oracle Corporation, gaming leader Electronic Arts, and Academy Award winner PDI DreamWorks, all call San Mateo County home. Consistently, San Mateo County boasts among the highest incomes and among the lowest unemployment rates in both the state and the nation. Seevers Jordan Ziegenmeyer 16 Population The county has a population of nearly 730,000, and has grown at a moderate rate of 0.8% per year for the past five years. The vast majority of county residents live in incorporated areas, the largest of which are Daly City, San Mateo and Redwood City. The following table illustrates recent population trends for areas within San Mateo County over the past few years. City Atherton Belmont Brisbane Burlingame Colma Daly City East Palo Alto Foster City Half Moon Bay Hillsborough Menlo Park Millbrae Pacifica Portola Valley Redwood City San Bruno San Carlos San Mateo South San Francisco Woodside Unincorporated Total 2007 6,917 25,189 3,948 28,020 1,684 100,131 28,703 29,868 11,408 10,526 30,732 20,468 36,702 4,323 75,080 39,592 27,642 94,344 60,491 5,202 60,868 701,838 POPULATION TRENDS 2008 2009 2010 6,940 6,898 6,921 25,427 25,634 25,821 4,065 4,185 4,268 28,306 28,556 28,784 1,725 1,756 1,786 100,156 100,692 101,235 28,595 28,464 28,281 30,042 30,270 30,542 11,396 11,403 11,360 10,656 10,750 10,821 31,207 31,688 31,986 20,947 21,136 21,521 36,940 37,153 37,267 4,328 4,341 4,358 75,525 76,198 76,766 40,773 40,993 41,157 27,923 28,152 28,393 95,050 96,170 97,106 61,701 62,999 63,623 5,244 5,261 5,288 60,874 61,119 61,330 707,820 713,818 718,614 2011 6,890 25,923 4,310 28,888 1,797 101,493 28,247 30,660 11,373 10,880 32,201 21,625 37,367 4,373 77,299 41,663 28,494 97,557 63,827 5,313 62,192 722,372 2012 6,888 26,123 4,347 29,106 1,789 102,593 28,467 30,895 11,478 11,006 32,513 22,069 37,658 4,411 78,244 42,451 28,719 98,298 64,307 5,386 62,695 729,443 %/Yr -0.1% 0.7% 2.0% 0.8% 1.2% 0.5% -0.2% 0.7% 0.1% 0.9% 1.2% 1.6% 0.5% 0.4% 0.8% 1.4% 0.8% 0.8% 1.3% 0.7% 0.6% 0.8% Source: California Department of Finance The Bay Area consistently has among the highest housing costs in the state and nation. In the year 2011, the median home price in San Mateo County was $575,000, down about 6% from 2010 (as reported by DataQuick Information Systems). Among all of California’s counties, only Marin and San Francisco had higher median prices. The lack of affordable housing is one of the impediments to further growth in the region. Transportation The San Mateo County area is well served by State Highway 101. This freeway runs in a north-south direction and travels through the center of the county. It provides access to the city and county of San Francisco to the north. To the south, State Highway 101 provides access to San Jose and other areas of Santa Clara County. Further south, State Highway 101 travels through Salinas and then onto Seevers Jordan Ziegenmeyer 17 the Central Coast of California. Another major arterial in the County is Interstate 280, which commences in San Francisco near the San Francisco-Oakland Bay Bridge at Highway 101, and then bisects the County and the peninsula before terminating at Interstate 880 in San Jose. The Pacific Coast Highway (Highway 1) also travels through San Mateo County, through Daly City, Pacifica, and Half Moon Bay. To the north of the County, Highway 1 eventually crosses the Golden Gate Bridge, providing access to Marin County to the north of San Francisco. Access to East Bay Area is most proximately accessible via the San Mateo-Hayward Bridge in Foster City and the Dumbarton Bridge (Highway 84) in the Menlo Park/East Palo Alto area, both of which connect to Interstate 880 across the bay. San Mateo County offers extensive public transportation. In June 2003, the Bay Area Rapid Transit (BART) opened the Millbrae/SFO extension, which included four new stations – South San Francisco, San Bruno, San Francisco International Airport (SFO) and Millbrae. In June 2004, Caltrain launched the Baby Bullet train service, which provides express service including travel between San Francisco and San Jose in less than an hour. In 2005, Caltrain doubled the number of Baby Bullet trains (from 10 to 22). San Francisco International Airport (SFO) is located in an unincorporated area of the county. According to the Airports Council International of North America, SFO is consistently one of the top 15 busiest airports in the nation in terms of both passenger and cargo volume. The airport is accessed along State Highway 101, between the cities of Millbrae and San Bruno. The Redwood City Port is also located in the county. The Port has a deep-water channel and handles bulk and specialty cargo including lumber, scrap metal and liquid cargos. Each year, the Port handles about 2 million metric tons of cargo. Employment & Economy The California Employment Development Department has reported the following employment data for San Mateo County over the past few years. Labor Force Employment Annual Job Growth Unemployment Rate 2006 364,900 351,500 n/a 3.7% EMPLOYMENT TRENDS 2007 2008 2009 370,100 373,000 374,100 355,900 354,900 342,700 4,400 (1,000) (12,200) 3.8% 4.9% 8.4% 2010 374,900 342,100 (600) 8.7% 2011 380,300 350,200 8,100 7.9% Source: California Employment Development Department Seevers Jordan Ziegenmeyer 18 The unemployment rate in San Mateo County was 6.4% in September 2012, which compares to rates of 10.2% for California and 7.8% for the U.S. For most areas within the state and nation, including San Mateo County, unemployment declined from 2004 through 2006, increased from 2007 to 2010, and declined in 2011 and into 2012. Employment conditions have shown improvement in 2011 and into 2012, and this trend is expected to continue over the next few years. The latest employment growth forecast from Beacon Economics predicts that over 300,000 jobs will be created in the greater San Francisco Bay Area region through 2015 – including 78,000 jobs in San Francisco and San Mateo Counties. Technology companies in San Mateo County are performing very well and are expected to grow in the near term. San Mateo County has a diverse economy, with no one sector accounting for a majority of the employment in the region. The following chart indicates the percentage of total employment for each sector within the county. EMPLOYMENT BY SECTOR Trade/Transport/Utilities Profess/Business Services Manuf/Construction Leisure/Hospitality Education/Health Services Government Financial Activities Information Other Services Agriculture 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Source: California Employment Development Department As can be seen in the chart above, San Mateo County’s largest employment sectors are Trade/Transportation/Utilities (including retail and wholesale trade), Professional and Business Services, and Manufacturing/Construction. Combined, these sectors account for just over half of all employment in the county. Some of the county’s largest private employers include United Airlines, Oracle Corporation, Genentech, Kaiser Permanente, Safeway, Visa and Electronic Arts. Seevers Jordan Ziegenmeyer 19 Household Income Median household income represents a broad statistical measure of well-being or standard of living in a community. The median income level divides households into two equal segments with one half of households earning less than the median and the other half earning more. The median income is considered to be a better indicator than the average household income as it is not dramatically affected by unusually high or low values. In the year 2010 (most recent data available from the U.S. Census), San Mateo County’s median household income was $82,413, which was significantly higher than the state of California’s median income of $57,664. The county’s income is the second highest among California counties, trailing only Santa Clara County. Recreation & Culture The County operates 17 regional parks in a wide variety of natural settings including a coastal marine reserve, a bayside recreational area, coastal mountain woodland areas, and urban sites. Northern San Mateo County is home to eight parks including Coyote Point, Coyote Point Marina, Crystal Springs, Fitzgerald Marine Reserve, Junipero Serra, San Bruno Mountain, San Mateo Fishing Pier, and San Pedro Valley Park. Mid- and southern county parks include Edgewood Park, Flood Park, Huddart Park, Wunderlich Park, Heritage Grove, Memorial Park, Pescadero Creek, and Sam McDonald Park. The county is also known for its extensive trail system. San Mateo County hosts an annual County Fair each summer, located near the intersection of U.S. Highway 101 and State Highway 92. Conclusion San Mateo County is one of California’s most affluent regions, with income and home prices among the highest in the state. Among the county’s most notable advantages are its central location in the San Francisco Bay Area, picturesque surroundings, mild climate and diverse employment opportunities. The area also boasts good quality transportation routes, strong schools, and abundant shopping centers, public services and recreational activities. The region is showing signs of improvement in employment and economic conditions, and the long-term outlook is for relative stability and continued economic growth. Seevers Jordan Ziegenmeyer 20 NEIGHBORHOOD OVERVIEW Introduction This section of the report provides an analysis of the observable data that indicate patterns of growth, structure and/or change that may enhance or detract from property values. For the purpose of this analysis, a neighborhood is defined as “a group of complementary land uses; a congruous grouping of inhabitants, buildings or business enterprises.”3 Neighborhood Boundaries The boundaries of a neighborhood identify the physical area that influences the value of the subject property. These boundaries may coincide with observable changes in prevailing land use or occupant characteristics. Physical features such as the type of development, street patterns, terrain, vegetation and parcel size tend to identify neighborhoods. Roadways, waterways and changing elevations can also create neighborhood boundaries. The subject property is located at the southern terminus of S. Delaware Street, south of Highway 92, within the city of San Mateo, San Mateo County, California. The neighborhood boundaries can generally be described as the San Mateo city limits. 3 The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010), 133. Seevers Jordan Ziegenmeyer 21 Demographics According to demographic reports, the city of San Mateo has a population of 96,738 persons, with a projected increase to 99,046 persons by 2015. The median age is 40.0 years and the average household size is 2.47 persons. The median household income in the area is $89,068 per year. Of the 39,942 housing units in the neighborhood, approximately 51.8% are owner-occupied, 44.7% are renter-occupied, while the remainder are vacant. Top employers in San Mateo include the San Mateo County Community College District, San Mateo Medical Center, San Mateo-Foster City School District, Franklin Templeton Investments, and San Mateo Union High School District. The city is home to the College of San Mateo, a community college. Transportation The subject property is located at the southern terminus of S. Delaware Street, north of Hillsdale Boulevard. S. Delaware Street is a north-south four-lane surface street that connects the subject with State Highway 92 to the north. In an easterly direction, State Highway 92 becomes the San Mateo Bridge and connects to Interstate 880 in Alameda County. In a westerly direction, State Highway 92 travels to the coastal city of Half Moon Bay. State Highway 92 also connects to U.S. Highway 101, approximately one-half mile east of the subject. In a northerly direction, Highway 101 travels through San Francisco and various coastal communities of California, Oregon and Washington; in a southerly direction, the highway travels through San Jose and eventually ends in the Los Angeles Area. San Francisco International Airport is located about six miles north of the subject property, in Millbrae. The main public transportation services in the area are provided by SamTrans, AC Transit and Caltrain. The Caltrain is a railroad line owned and operated by the Peninsula Corridor Joint Powers Board, which consists of representatives from San Francisco, San Mateo and Santa Clara counties and links Gilroy (Santa Clara County) in the south with San Francisco in the north. The train service is an integral part of linking the employment centers of the Peninsula and Silicon Valley with average weekly ridership as of February 2011(reported annually each year) of 41,442. Land Uses Land uses in the subject’s neighborhood are varied, and include a variety of retail, office, light industrial, single-family and multifamily residential development. One of the most prominent retail uses in the area is the Hillsdale Shopping Center, which is located just southwest of the subject property. This mall is anchored by Nordstrom, Macy’s, Sears and Forever 21, with another 120 stores and restaurants. Seevers Jordan Ziegenmeyer 22 North of the subject property along South Delaware Street are a variety of uses, including the San Mateo County Events Center, the home of the annual San Mateo County Fair, apartment complexes, a self-storage facility and single-family residential development. El Camino Real (State Highway 82), which runs in a north-south direction and is located just west of the subject, is improved with a variety of retail, office, auto commercial, fast food and motel properties. Most properties appear to have been constructed in the 1960’s and 1970’s and are in average condition. North of the subject property along Delaware Street, on the north side of State Highway 92, are shopping centers that include a Ross department store, Big K, TJ Maxx, Michaels, and other smaller retail and office uses. Immediately east of the subject property, which is Bay Meadows Phase I, is the corporate headquarters for Franklin Templeton Investments. East of Franklin Templeton is a Whole Foods grocery store, mixed-use residential and retail development (both for sale and for rent) and a Kaiser Permanente medical office, all of which was developed as part of the first phase of the Bay Meadows redevelopment. The subject property is located within the San Mateo Rail Corridor Transit Plan of the City of San Mateo. According to the City of San Mateo Planning Department, the intent of this Plan is to allow, encourage, and provide guidance for the creation of world class transit-oriented development (TOD) within a half-mile radius of the Hillsdale and Hayward Park Caltrain station areas, while maintaining and improving the quality of life of those who already live and work in the area. The Plan encourages significant redevelopment of blighted properties, and seeks to spur growth of quality residential and commercial projects in the area. In addition to the subject property, which comprises Phase II of Bay Meadows (the redevelopment of the Bay Meadows horse racing facility), other redevelopment projects/plans within San Mateo include El Camino Real Master Plan (from State Highway 92 to the Belmont city limits); and the Hillsdale Station Area Plan (redevelopment of the area for transit-oriented development). A number of residential and mixed use projects have been approved by the City of San Mateo, or are currently in the approval process. In general, the subject’s neighborhood is considered to be in a period of revitalization. Conclusion In summary, the subject property is located in the city of San Mateo, within the Bay Meadows Specific Plan. Proposed construction intermixed with rehabilitation projects in the area will likely create an attractive business environment for the public and private sectors. The subject also benefits from its good access to and from State Highway 92 and U.S. Highway 101, the main transportation arterials in the area. Demand for residential and commercial product within the area is projected to grow. Seevers Jordan Ziegenmeyer 23 HOUSING MARKET OVERVIEW In this section, we will begin with an analysis of the legal, physical and location attributes of the subject property and a delineation of the subject’s competitive market area. Then, we will analyze demand and supply for similar product within the defined market area, leading to conclusions for expected absorption. Regional Home Pricing and Sales Activity The subject property is situated in central San Mateo County in a region commonly known as “the Peninsula,” which also includes portions of Santa Clara County to the southeast. The region is primarily built-out, but has been accepting of new development on previously developed sites. Because of the similarities in terms of demographics and employment base between these two counties, we will look at regional pricing trends and sales activity within both San Mateo County and Santa Clara County in order to analyze current residential market conditions. The Gregory Group surveys active new home projects in California and Nevada. The table below and the accompanying chart on the following page depict price trends among active single-family residential projects in San Mateo and Santa Clara Counties over the past three years. This data includes both attached and detached projects. San Mateo & Santa Clara County New Home Prices Quarter 3Q 2009 4Q 2009 1Q 2010 2Q 2010 3Q 2010 4Q 2010 1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 Average Price $704,293 $687,672 $697,656 $667,372 $671,387 $601,386 $608,585 $645,378 $687,573 $671,626 $636,511 $642,523 $676,179 Net Average Price $698,855 $684,230 $693,580 $663,131 $667,520 $597,380 $604,520 $641,915 $684,187 $667,598 $632,838 $638,861 $672,190 % Change Net Average Price Average % Change Net 12 Month Moving Average Number of Incentive Average Price Average Home Size Projects $5,438 1,672 68 $3,442 -2.1% 1,679 54 $4,076 1.4% 1,702 47 $4,241 -4.4% 1,606 37 $3,867 0.7% -1.1% 1,669 32 $4,006 -10.5% -3.2% 1,596 21 $4,065 1.2% -3.3% 1,606 20 $3,463 6.2% -0.6% 1,702 21 $3,386 6.6% 0.9% 2,060 31 $4,028 -2.4% 2.9% 2,090 31 $3,673 -5.2% 1.3% 2,002 30 $3,662 1.0% 0.0% 2,002 29 $3,989 5.2% -0.4% 2,093 22 Source: The Gregory Group Seevers Jordan Ziegenmeyer 24 $800,000 $775,000 $750,000 $725,000 $700,000 $675,000 $650,000 $625,000 $600,000 $575,000 $550,000 $525,000 $500,000 $6,000 $5,000 $3,000 $2,000 Incentives $4,000 $1,000 Average Price Net Average Price 3Q 2012 2Q 2012 1Q 2012 4Q 2011 3Q 2011 2Q 2011 1Q 2011 4Q 2010 3Q 2010 2Q 2010 1Q 2010 4Q 2009 $0 3Q 2009 Pricing San Mateo & Santa Clara County New Home Prices Average Incentive Source: The Gregory Group Within the two counties, the average net price generally trended downward in 2008 through 2010, but reached bottom around the end of 2010 and has trended upward in 2011-2012. This is a positive sign for these counties, which are experiencing a recovery in the housing market prior to outlying growth areas like the East Bay Area, Sacramento, and the San Joaquin Central Valley (Stockton/ Modesto). Over the three-year period from Third Quarter 2009 to Third Quarter 2012, the average net price declined by 3.8%, while the average net price per square foot declined by 23.2%. The table on the following page shows unsold inventory levels per project per month. Standing inventory generally fluctuated during 2008, declined in 2009, increased for most of 2010, and declined again in 2011-2012. The unsold inventory as of Third Quarter 2012 equated to 2.0 homes per project per month, which has been following a downward trend as home sales continue to increase and inventories decline. Seevers Jordan Ziegenmeyer 25 San Mateo & Santa Clara County New Home Inventory Quarter 3Q 2009 4Q 2009 1Q 2010 2Q 2010 3Q 2010 4Q 2010 1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 Units Planned 6,451 5,799 5,250 4,409 3,798 2,697 2,792 2,696 3,551 3,246 3,409 3,367 2,667 Units Offered 5,568 5,004 4,737 3,996 3,400 2,395 2,413 2,351 2,745 2,505 2,693 2,877 2,352 Units Sold Total Inventory 4,534 1,917 4,075 1,724 3,905 1,345 3,284 1,125 2,751 1,047 1,973 724 2,051 741 2,071 625 2,333 1,218 2,193 1,053 2,359 1,050 2,660 707 2,222 445 Unoffered Inventory 883 795 513 413 398 302 379 345 806 741 716 490 315 Unsold Inventory Unsold Per Inventory Project Per Unsold Per Project Inventory Quarter Per Month 1,034 15.2 5.1 929 17.2 5.7 832 17.7 5.9 712 19.2 6.4 649 20.3 6.8 422 20.1 6.7 362 18.1 6.0 280 13.3 4.4 412 13.3 4.4 312 10.1 3.4 334 11.1 3.7 217 7.5 2.5 130 5.9 2.0 Source: The Gregory Group Recent sales activity is shown in the table and accompanying chart on the following page. During the Third Quarter 2012, there were 3.9 sales per project per month, which was unchanged from the previous quarter, but up from 2.8 a year ago (third quarter of 2011), and up significantly from 1.1 two years ago (third quarter of 2010). Absorption rates (homes sold per project per month) have generally increased in 2011-2012. Seevers Jordan Ziegenmeyer 26 San Mateo & Santa Clara County New Home Sales Quarter 3Q 2009 4Q 2009 1Q 2010 2Q 2010 3Q 2010 4Q 2010 1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 Quarter Sold 849 209 287 145 101 106 92 124 259 221 327 340 259 Sold Per Project Number of Per Projects Quarter 68 12.5 54 3.9 47 6.1 37 3.9 32 3.2 21 5.0 20 4.6 21 5.9 31 8.4 31 7.1 30 10.9 29 11.7 22 11.8 Sold Per Project Per Month 4.2 1.3 2.0 1.3 1.1 1.7 1.5 2.0 2.8 2.4 3.6 3.9 3.9 Sold Per Project Per Month 12Month Moving Average 2.1 2.2 2.3 2.2 1.4 1.5 1.4 1.6 2.0 1.8 2.1 2.6 2.9 Source: The Gregory Group 3Q 2012 2Q 2012 1Q 2012 4Q 2011 3Q 2011 2Q 2011 1Q 2011 4Q 2010 3Q 2010 2Q 2010 1Q 2010 4Q 2009 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 3Q 2009 New Home Sales per Project per Month Sold Per Project Per Month 12-Month Moving Average Sold Per Project Per Month Source: The Gregory Group Seevers Jordan Ziegenmeyer 27 Project Pricing and Inventory Analysis As reported by The Gregory Group, an enterprise that surveys active new home projects in California and Nevada, there are currently 22 single-family residential developments (both attached and detached) actively marketing new homes in the region encompassing San Mateo and Santa Clara Counties. Data for the projects is summarized in the table below based on information published by The Gregory Group for Third Quarter 2012. It is noted all but one of the projects are located in Santa Clara County; the only project in San Mateo County is Cedar Mills in San Bruno. Project Aviana Axis Boulevard Cedar Mills Celadon Cimarron City Heights Creekside-Eagle Ridge Dakota Fusion Genoa at Milano Hamilton Square Maplewood Lane Mesa Ridge Mission Ranch Mondrian Morgan Glen-Capriano Pepper Lane Sherimar Ranch The 88 The Enclave-Waverly Park The Terraces-Willow Glen Community Gilroy San Jose Santa Clara San Bruno San Jose Gilroy San Jose Gilroy Gilroy Sunnyvale Morgan Hill Campbell Gilroy Gilroy Morgan Hill Mountain View Morgan Hill San Jose Morgan Hill San Jose Mountain View San Jose Avg. Base Price Builder K Hovnanian Homes $537,923 KT Properties $663,750 Shea Homes $579,500 Lennar Homes $823,950 Warmington Homes $487,600 DeNova Homes $518,400 Barry Swenson $372,500 Shapell Industries $716,650 DR Horton $544,740 O'Brien Homes $521,801 KB Home $582,500 Pulte Homes $737,157 Meritage Homes $397,323 K Hovnanian Homes $557,157 Dividend Homes $787,250 Shea Homes $772,467 DR Horton $789,990 Pulte Homes $552,240 KB Home $710,222 Wilson Meany Sullivan $449,000 Summerhill Homes $1,889,580 Toll Brothers $531,828 Overall Minimum Overall Maximum Overall Average $372,500 $1,889,580 $660,160 Age. Home Size (SF) 2,473 1,129 1,592 1,968 1,566 2,334 884 3,192 2,498 1,457 2,545 1,813 1,771 3,133 2,864 1,592 3,747 1,604 2,636 818 2,780 1,490 Lot Size (SF) 9,000 0 0 3,000 0 6,500 0 6,000 7,000 0 5,000 0 6,000 6,000 7,000 0 10,000 0 6,500 0 8,000 0 Totals: 818 3,747 2,086 $455.38 $504.29 $316.51 Units Planned 108 329 130 14 86 66 124 118 92 228 32 21 51 49 328 151 54 157 114 197 53 165 2,667 Units Offered 78 329 130 14 39 66 124 110 92 222 17 21 51 49 243 151 54 80 67 197 53 165 2,352 Units Sold 74 252 130 14 38 66 124 110 89 221 7 19 51 43 243 151 52 79 64 177 53 165 2,222 Total Unsold 4 77 0 0 1 0 0 0 3 1 10 2 0 6 0 0 2 1 3 20 0 0 130 /SF /SF /SF Based on The Gregory Group survey, the total unsold and unoffered inventory levels are determined for the purpose of estimating the supply of new homes in the market area that could be similar to a product line at the subject. It is noted of the approximately 2,352 units offered for sale, 2,222 units have been sold. Therefore, the total unsold units offered for sale is 130 units. Considering this, along with the planned but unoffered inventory of 315 units, the total inventory at active projects equates to 445 units. It is noted there are a few projects not tracked by The Gregory Group. In Redwood City, 231 units are planned in a mixed-use development known as One Marina, which will also include community parks and retail space. As of late August 2012, 92 of the 231 planned units had been completed, and 24 townhomes had been sold. Prices at the project range from $499,000 to the low $700,000s. Seevers Jordan Ziegenmeyer 28 In March 2012, Toll Brothers began marketing homes at the Ridge, a 71-home subdivision in Brisbane on the edge of the San Bruno Mountain Habitat Conservation Area. High atop the Brisbane hilltop, homes at the Ridge range from 2,098 square feet to 3,416 square feet, with pricing starting in the mid-$750,000s and climbing to above $950,000. In terms of future supply additions, a 50-unit townhouse project in Daly City known as Garden Valley is planned, with construction expected to begin around the end of 2012. In addition, MG Property Group recently acquired the 72-unit Pacifica Place property in Daly City. The development was originally intended for condos, was changed to apartments in 2011, but the new owner intends to change it back to condos as the market strengthens. Project Absorption Rates Previously, we profiled 22 residential communities actively marketing new homes in San Mateo and Santa Clara Counties. The following table summarizes absorption rates for these projects. Project Aviana Axis Boulevard Cedar Mills Celadon Cimarron City Heights Creekside-Eagle Ridge Dakota Fusion Genoa at Milano Hamilton Square Maplewood Lane Mesa Ridge Mission Ranch Mondrian Morgan Glen-Capriano Pepper Lane Sherimar Ranch The 88 The Enclave-Waverly Park The Terraces-Willow Glen Community Gilroy San Jose Santa Clara San Bruno San Jose Gilroy San Jose Gilroy Gilroy Sunnyvale Morgan Hill Campbell Gilroy Gilroy Morgan Hill Mountain View Morgan Hill San Jose Morgan Hill San Jose Mountain View San Jose Avg. Base Price Builder K Hovnanian Homes $537,923 KT Properties $663,750 Shea Homes $579,500 Lennar Homes $823,950 Warmington Homes $487,600 DeNova Homes $518,400 Barry Swenson $372,500 Shapell Industries $716,650 DR Horton $544,740 O'Brien Homes $521,801 KB Home $582,500 Pulte Homes $737,157 Meritage Homes $397,323 K Hovnanian Homes $557,157 Dividend Homes $787,250 Shea Homes $772,467 DR Horton $789,990 Pulte Homes $552,240 KB Home $710,222 Wilson Meany Sullivan $449,000 Summerhill Homes $1,889,580 Toll Brothers $531,828 Age. Home Size (SF) 2,473 1,129 1,592 1,968 1,566 2,334 884 3,192 2,498 1,457 2,545 1,813 1,771 3,133 2,864 1,592 3,747 1,604 2,636 818 2,780 1,490 Units Planned 108 329 130 14 86 66 124 118 92 228 32 21 51 49 328 151 54 157 114 197 53 165 Units Sold 74 252 130 14 38 66 124 110 89 221 7 19 51 43 243 151 52 79 64 177 53 165 Overall Minimum Overall Maximum Overall Average Total Sales Rate/Mo. 3.77 4.33 3.29 2.25 4.20 4.46 1.91 1.52 4.42 14.51 0.65 3.03 3.85 3.20 1.47 3.46 1.69 6.97 4.42 3.38 3.07 2.73 0.65 14.51 3.75 3Q 2012 3Q 2012 Sales Rate/Mo. 27 9.00 21 7.00 3 1.00 4 1.33 18 6.00 7 2.33 9 3.00 5 1.67 20 6.67 47 15.67 1 0.33 7 2.33 6 2.00 20 6.67 2 0.67 2 0.67 3 1.00 31 10.33 17 5.67 14 4.67 1 0.33 1 0.33 0.33 15.67 4.03 Absorption rates have increased in the subject’s market area in recent quarters. During the Third Quarter 2012, the absorption rates among the active projects within the subject’s market area exhibited a tendency toward about 2-4 sales per month (average of 4.03 and median of 2.33). Most of the active projects have experienced higher absorption rates in 2012 compared to the previous year. This is a trend occurring throughout the Bay Area region as the housing market recovers. Seevers Jordan Ziegenmeyer 29 The project located in San Mateo County – Cedar Mills in San Bruno – has had a total absorption rate of 2.25 sales per month since opening in March 2012. Conclusion Overall, the housing market in the San Mateo-Santa Clara County region is improving, with increases in both sales and prices in many areas as demand strengthens. Over the next 12 months, prices and sales volume should continue on their upward trends. Tightened lending restrictions in the market for existing homes will continue to influence sales rates. Job growth is expected to increase over the next several years, which should fuel demand for new homes, if appropriately priced; however, too much development too quickly could saturate the market in the near term. Seevers Jordan Ziegenmeyer 30 APARTMENT MARKET OVERVIEW National/Regional Market Conditions In most of the nation’s markets, apartment market conditions have improved in 2010-2012, with rising rental rates, declining vacancy rates and falling capitalization rates. During the years 2008 and 2009, apartment market conditions declined amid falling demand due to rising unemployment, and increasing supply due to growing competition from single-family homes and condominiums available for rent. According to the PwC Real Estate Investor Survey, dated 3rd Quarter 2012, the national apartment market “remains firmly planted in the expansion phase of the real estate cycle, characterized by strong demand, robust rent growth, and new supply.” While rental rates declined in the year 2009, they increased by about 2% in 2010 and nearly 4% in 2011. Apartment sales volume also increased in 2010 and 2011. Demand for apartments has improved due to job growth and ongoing struggles in the single-family home market. Nationally, vacancy has fallen to its lowest level in more than 10 years. Amid the increasing sales volume and recovering market fundamentals, overall capitalization rates have fallen over the past year. For the 3rd quarter, the PwC survey respondents indicated a cap rate range of 3.75% to 10.0%, with an average of 5.74% for multifamily properties. The average was down from 5.98% a year ago. San Mateo County – Introduction The apartment market in San Mateo County has been improving for the past few years and exhibits extremely tight vacancy of less than 5%. Rental rates in the region have been increasing since the beginning of 2010. Based on our research, the two brokerages who publish the most detailed information for Bay Area apartment markets are Cassidy Turley and Marcus & Millichap. Cassidy Turley provides the most thorough data for San Mateo County and thus we will rely primarily on their most recent report: Apartment Market Report, San Mateo County, Third Quarter 2012. Vacancy Rates In San Mateo County, the apartment market vacancy rate as of Third Quarter 2012 was 4.5% among projects with 100+ units, and 2.2% among projects with 99 units or less (according to Cassidy Turley). Vacancy has been trending downward for nearly four years since peaking in early 2009. The chart on the following page shows historical vacancy rates for San Mateo County. Seevers Jordan Ziegenmeyer 31 San Mateo County Historical Vacancy 6.5% 100+ Units < 100 Units 5.5% 4.5% 3.5% Q3-2012 Q2-2012 Q1-2012 Q4-2011 Q3-2011 Q2-2011 Q1-2011 Q4-2010 Q3-2010 Q2-2010 Q1-2010 1.5% Q4-2009 2.5% Source: Cassidy Turley Rental Rates The average rental rate for an apartment in San Mateo County as of Third Quarter 2012 was $1,728 for units within projects containing fewer than 100 units; and $2,220 for units within projects with 100 or more units. According to Cassidy Turley, rental rates in the region peaked during the third quarter of 2008, declined for five consecutive quarters before bottoming out in the fourth quarter of 2009, and have increased since the first quarter of 2010. Further, the pace and strength of rental rate growth has reportedly accelerated in recent quarters. Over the past year, the average rent has increased by 15% at projects with 100 or more units, and 16% at projects with fewer than 100 units. The following chart shows the average rental rates by unit type as of Third Quarter 2012. Seevers Jordan Ziegenmeyer 32 San Mateo County Average Rental Rates Avg. Rent Projects with <100 Units % Change from Year Ago Avg. Rent Projects with 100+ Units % Change from Year Ago Studio 1 Bed / 1 Bath 2 Bed / 1 Bath 2 Bed / 2 Bath 3 Bed / 2 Bath $1,099 $1,597 $1,967 $2,226 $3,294 12% 14% 16% 14% 6% $1,491 $1,997 $2,244 $2,690 $3,276 14% 15% 18% 13% 17% Average overall $1,728 16% $2,220 15% Unit Type Source: Cassidy Turley, 3rd Quarter 2012 Sales Activity The following chart summarizes recent trends in apartment sales. San Mateo County Apartment Sales Trends Sales Volume Units Sold Avg. Price/Unit Avg. Price/SF Avg. Cap Rate Avg. GRM 2Q-2011 3Q-2011 4Q-2011 1Q-2012 2Q-2012 3Q-2012 $149.4 mil 578 $258,441 $262.65 6.14% 11.01 $89.4 mil 324 $275,823 $205.25 5.68% 12.02 $124.7 mil 682 $182,894 $172.33 5.93% 11.70 $56.2 mil 340 $165,487 $178.86 5.06% 12.87 $62.8 mil 299 $210,114 $297.97 5.32% 11.95 $115.2 mil 578 $199,232 $222.27 5.27% 11.95 Source: Cassidy Turley The previous chart shows that transaction volume has been up and down over the past several quarters. With rental rates increasing, many owners are not looking to sell. Brokers indicate there is a shortage of quality properties available for sale – this supply limitation has put downward pressure on sales volume even though demand among potential investors has been very high. Given the strong market conditions, multifamily properties are in very high demand among investors. Demand is particularly strong for Class A and B properties; however, most of the properties on the market are Class C. Prices are increasing, although the figures in the previous table do not always illustrate the trend. The average price-per-unit and price-per-square-foot figures are dependent on the size, quality and condition of the properties that happened to sell in any given quarter. Most of the sale activity within the marketplace has focused on older and smaller Class B/C projects. Cap rates have trended Seevers Jordan Ziegenmeyer 33 downward over the past couple of years for nearly all property types, with an average of 5.27% in San Mateo County in the third quarter. New Construction The following chart shows the number of multifamily permits (within projects with 5 or more units) issued over the recent past in San Mateo County. It is noted these figures include for-rent apartments and for-sale condominiums. San Mateo County Multifamily Building Permits 800 639 600 543 491 483 400 221 181 200 128 45 37 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 thru Aug Source: U.S. Census SOCDS Building Permits Database Development of multifamily projects has been up and down over the past several years. Recently a decline was seen in 2009 and 2010 after a relatively large number of permits were issued in 2008. The increase in permit activity in 2011 indicates new construction will likely increase in the near term. This makes sense given the recent declines in vacancy and growth in rental rates. According to Cassidy Turley, there were no new major projects delivered in San Mateo County during the second quarter of 2012. In the third quarter, a 109-unit project was delivered at 636 El Camino Real in South San Francisco. Sares Regis has three apartment projects in the works throughout San Mateo County, including the 307-unit Plaza apartment complex in Foster City scheduled to open in the first quarter of 2013. The company has also begun construction on a 132-unit apartment complex at 333 Main Street in Seevers Jordan Ziegenmeyer 34 Redwood City, and also recently closed a deal to develop 155 apartments at 888 San Mateo Drive in San Mateo. A 264-unit, six-story apartment building is planned at 640 Veterans Boulevard in Redwood City. Construction is slated to begin in late 2012 or early 2013, with leasing starting about two years after construction begins. Conclusion The apartment market is showing signs of sustained recovery across the U.S. and in San Mateo County as well. In this market area, vacancy has declined and rental rates have increased since early 2010, and both of these trends are expected to continue over the next 12 months, especially considering that job growth is expected to improve in the region. Overall the market fundamentals are very strong and favorable to property owners, and demand among investors is very high for good quality multifamily projects. Seevers Jordan Ziegenmeyer 35 OFFICE MARKET OVERVIEW Introduction The office market in San Mateo County saw considerable improvement in 2010-2011. Market conditions have slowed thus far in 2012, but vacancy has been relatively steady in the range of about 13-14% over the past 12 months. Through the first three quarters of 2012, net absorption was slightly negative, but brokers report that demand continues to be strong in the region with many tenants actively looking for space. Based on our research, multiple brokerages currently publish surveys for the office market in San Mateo County or “the Peninsula.” The two most in-depth reports are from Cassidy Turley and Colliers International. In this market overview, we will rely primarily on Cassidy Turley’s most recent report: Office Market Snapshot, San Mateo County, Third Quarter 2012. Vacancy & Absorption The following charts show recent trends in vacancy and net absorption in the market area. San Mateo County Office Market Vacancy 20.0% 18.0% 16.0% 14.0% 12.0% 3Q-12 2Q-12 4Q-11 2Q-11 4Q-10 2Q-10 4Q-09 2Q-09 4Q-08 2Q-08 4Q-07 10.0% Source: Cassidy Turley Seevers Jordan Ziegenmeyer 36 San Mateo County Office Market Net Absorption (SF) 1,250,000 1,000,000 750,000 500,000 250,000 0 -250,000 -500,000 -750,000 -1,000,000 2006 2007 2008 2009 2010 2011 2012 YTD Source: Cassidy Turley The overall vacancy rate for the office market was 13.9% in Third Quarter 2012, up slightly from 13.2% at the end of 2011. The market recorded positive net absorption in the years 2010 and 2011 of about 375,000 and 1.1 million square feet, respectively. Through the first three quarters of 2012, net absorption was negative 240,300 square feet. However, Cassidy Turley reports that “this is despite the fact that demand is actually on the increase. We are currently tracking just under 2.6 million square feet of user requirements in the marketplace that could translate into deals over the next 24 months. This number has increased by 18% over the past three months.” Most of the demand is coming from tech users, including software/internet companies and life science businesses. Part of the reason that absorption has been slow even though demand in the market is high, is that most users are seeking larger blocks of space (10,000 square feet or more); however, 82% of the available space in the market consists of office suites smaller than 10,000 square feet. In addition, many tech companies are looking for downtown creative space ideally situated near public transportation, but this type of space is also in short supply. The major downtown submarket vacancies are at a remarkably low 7.6%. This has resulted in companies relocating elsewhere in the Bay Area (primarily San Francisco) as they look to markets that can accommodate their growth needs. The table on the following page summarizes recent market data by submarket. Seevers Jordan Ziegenmeyer 37 San Mateo County Office Submarket Data Total Rentable SF Vacancy 3Q 2012 YTD Net Absorption (SF) Avg. Asking Rent (Full Service) Daly City Brisbane S. San Francisco San Bruno/Millbrae Burlingame North County Totals 942,138 793,474 2,328,468 1,644,218 2,041,785 7,750,083 27.4% 53.1% 23.4% 8.9% 13.4% 21.2% (71,393) (122,960) 168,322 (30,090) (49,447) (105,568) $1.94 $3.16 $3.35 $3.06 $2.12 $2.85 San Mateo Foster City Redwood Shores Central County Totals 6,966,547 2,936,369 5,945,106 15,848,022 11.7% 8.3% 9.0% 10.1% 132,566 21,841 (215,964) (61,557) $2.84 $3.30 $3.22 $3.04 Belmont/San Carlos Redwood City Menlo Park South County Totals 1,075,988 3,365,282 3,115,009 7,556,279 21.5% 16.7% 9.2% 14.3% (84,545) (8,216) 19,586 (73,175) $2.85 $3.49 $7.72 $4.47 TOTAL COUNTY 31,154,384 13.9% (240,300) $3.33 Source: Cassidy Turley Lease Rates According to Cassidy Turley, the average asking rental rate for office space was $3.33 psf/month (full service) as of Third Quarter 2012. This represents an increase of about 5.4% from year-end 2011 when the average rate was $3.16. Recent rates reflect a significant improvement over the postrecession low of $2.52 reached during the first quarter of 2010. For Class A space, the average was $3.61 in the third quarter; and for Class B space, $2.76 psf/month. New Construction There are currently no office buildings under construction in San Mateo County. However, in light of improving market conditions over the past two to three years, market participants expect to see some speculative construction return to the market during the next 12 months. In terms of planned projects, the two most notable are Bay Meadows and the 320,000 square foot Depot Circle in downtown Redwood City, which is planned for delivery in the first quarter of 2015. Conclusion & Forecast The coming year is expected to be one of continued improvement for the San Mateo County office market. Vacancy has held relatively steady for the past 12-18 months but is expected to decline over the next 12 months due to strong demand and no significant changes to supply. Rental rates have increased over the past three years and the upward trend is expected to continue, particularly in light of the shortage of large blocks of office space. Seevers Jordan Ziegenmeyer 38 RETAIL MARKET OVERVIEW Introduction In San Mateo County, the retail market has shown signs of continued strength over the past several quarters. Although vacancy has ticked up slightly in 2012, it has remained extremely tight at less than 4% for nearly two years. Based on our research, several brokerages currently publish surveys for the retail market in San Mateo County or “the Peninsula,” including Terranomics, Grubb & Ellis and Marcus & Millichap. Terranomics provides the most in-depth data and thus we will rely primarily on their most recent report: San Mateo County Shopping Centers Report Q3-2012. Vacancy & Absorption The following charts show recent trends in vacancy and net absorption in the market area. San Mateo County Retail Market Vacancy 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 3Q-12 2Q-12 4Q-11 2Q-11 4Q-10 2Q-10 4Q-09 2Q-09 4Q-08 2Q-08 4Q-07 0.0% Source: Terranomics Seevers Jordan Ziegenmeyer 39 San Mateo County Retail Market Net Absorption (SF) 300,000 250,000 200,000 150,000 100,000 50,000 0 -50,000 -100,000 2008 2009 2010 2011 2012 YTD Source: Terranomics The overall vacancy rate for the retail market was 3.6% in Third Quarter 2012, up from 3.0% in the previous quarter. The market vacancy rate has been in the range of 3-4% for about two years, after having increased in 2008 and 2009. Although net absorption has been negative thus far this year, brokers report that demand continues to be strong among retailers, and the lack of available quality space is negatively impacting growth in the market. The Terranomics report stated, “With vacancy rates this low, options for retailers remain few and far between. Much of the remaining space available is in weaker centers. The shortage of available shopping center space has thwarted growth.” Demand is strongest for first-tier shopping centers (typically anchored centers in urban locations with high visibility), which are seeing the highest levels of deal activity. The table on the following page summarizes recent vacancy and rental rates by submarket and by type of shopping center. North County includes the communities of Daly City, Brisbane, South San Francisco, San Bruno, Millbrae and Burlingame. Central County includes San Mateo and Foster City. South County includes Belmont, San Carlos, Redwood City and Menlo Park. Seevers Jordan Ziegenmeyer 40 San Mateo County Detail Total Rentable SF Vacancy 3Q 2012 YTD Net Absorption (SF) Avg. Asking Rent Shop Space (NNN) SUBMARKET North County South County Central County Total 4,613,054 2,845,226 3,152,753 10,611,033 3.3% 2.2% 5.2% 3.6% (7,987) (1,616) (60,983) (70,586) $2.32 $1.81 $2.29 $2.20 CENTER TYPE Neighborhood & Community Strip Power & Regional Total 5,977,945 1,436,466 3,196,622 10,611,033 3.4% 5.5% 3.1% 3.6% (9,868) (18,136) (42,582) (70,586) $2.27 $2.14 $2.08 $2.20 Source: Terranomics New Construction No new shopping centers were completed in 2009 or 2010 in San Mateo County. In 2011, the first phase of a Safeway center in Burlingame added about 47,000 square feet to the market. With vacancy continuing to be extremely tight, especially among first- and second-tier properties, developers are beginning to be active again, with multiple projects in the planning stages. One of the more notable planned projects is Daly City Partners’ Gellert Marketplace – this 140,000 square foot community center is slated for delivery in 2014 and will be anchored by Sprouts Farmers Market and Bed Bath & Beyond. Conclusion & Forecast The coming year is expected to be one of continued strength for the San Mateo County retail market. Although vacancy has increased slightly in 2012, it remains very tight (less than 4%) and brokers report that demand continues to be high, particularly for first- and second-tier centers. The market has a shortage of quality available space, which is severely limiting the number of lease deals. According to Terranomics, “Look for inline leasing activity to remain soft in the coming months, simply because there is nowhere to go.” With demand strong and supply very limited, an increase in new development is expected over the next several quarters. Seevers Jordan Ziegenmeyer 41 PROPERTY IDENTIFICATION AND LEGAL DATA Location The appraised property, which represents the taxable land areas within the boundaries of City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows), is located at the southern terminus of South Delaware Street, north of Hillsdale Boulevard and west of Saratoga Drive, within the city of San Mateo, San Mateo County, California. Assessor’s Parcel Number The subject is identified by San Mateo County Assessor’s parcel numbers 040-030-250; -260; -270; -280; -290; -310; -320; 330; -340 and -350. Owner of Record Title to the subject property is presently vested with the following entities: APN – 040-030-250 APN – 040-030-260 APN – 040-030-270 ptn. (Block 3.1b) APN – 040-030-270 ptn. (Block 3.1a) APN – 040-030-270 ptn. (Block 3.2) APN – 040-030-280 APN – 040-030-290 APN – 040-030-310 APN – 040-030-320 APN – 040-030-330 APN – 040-030-340 APN – 040-030-350 Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Shea Homes of Northern California TRI Pointe Homes, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Bay Meadows Main Track Investors, LLC Legal Description A legal description of the subject property is included in the preliminary title report, which has been reproduced and included in the Addenda to this report. Property Taxes The property tax system in California was amended in 1978 by Article XIII to the State Constitution, commonly referred to as Proposition 13. It provides for a limitation on property taxes and for a procedure to establish the current taxable value of real property by reference to a base year value, which is then modified annually to reflect inflation (if any). Annual inflationary increases cannot Seevers Jordan Ziegenmeyer 42 exceed 2% per year. The base year was set at 1975-76 or any year thereafter in which the property is substantially improved or changes ownership. When either of these two conditions occurs, the property is to be re-appraised at market value, which becomes the new base year assessed value. Proposition 13 also limits the maximum tax rate to 1% of the value of the property, exclusive of bonds and supplemental assessments. Bonded indebtedness approved prior to 1978, and any bonds subsequently approved by a two-thirds vote of the political jurisdiction in which the property is located, can be added to the 1% tax rate. Tax rates are determined annually and are based upon $100 of assessed value. Tax information on the subject parcels are identified in the following table for the 2012-2013 property tax year. APN: 040-030-250 040-030-260 Assessed Land Value Assessed Improvement Value Total Assessed Value 040-030-280 040-030-290 $ 1,623,208 $ $ - $ 2,292,436 $ - $ 5,170,626 $ - $ 9,062,066 $ - $ 2,905,897 - $ 1,623,208 2,292,436 5,170,626 9,062,066 2,905,897 Tax Rate Area Tax Rate $ 12-001 1.10420% Taxes on Assessed Value 040-030-270 $ 12-001 1.10420% $ 17,923.46 $ $ 12-001 1.10420% 25,313.06 $ $ 12-001 1.10420% 57,094.04 $ 100,063.32 12-001 1.10420% $ 32,086.90 Detail Special Charges NPDES Storm Drain Fee $ 1.72 $ 1.72 $ 1.72 $ 1.72 $ 1.72 SMC Mosquito Abate Dis $ 3.74 $ 3.74 $ 3.74 $ 3.74 $ 3.74 SMCCCD 2010-2013 $ 34.00 $ SMFCSD Measure A 2010 Ptax $ 188.88 $ SM FCSD Measure B 1991 Ptax $ 93.96 $ $ 322.30 $ Total Property Taxes $ 18,245.76 34.00 $ 188.88 $ 93.96 $ 322.30 $ 25,635.36 $ 34.00 $ 188.88 $ 93.96 $ 322.30 $ 57,416.34 $ 34.00 $ 188.88 188.88 93.96 $ 93.96 322.30 $ 100,385.62 Seevers Jordan Ziegenmeyer 34.00 $ $ 322.30 $ 32,409.20 43 APN: 040-030-310 040-030-320 Assessed Land Value Assessed Improvement Value Total Assessed Value 040-030-340 040-030-350 $ 1,245,532 $ $ - $ 2,918,582 $ - $ 822,540 $ - $ 2,697,271 $ 25,676,690 - $ - $ 1,245,532 2,918,582 $ 822,540 2,697,271 $ Tax Rate Area Tax Rate $ 12-001 1.10420% Taxes on Assessed Value 040-030-330 12-001 1.10420% $ 13,753.16 $ $ 12-001 1.10420% 12-001 1.10420% 32,226.98 $ 9,082.48 $ 25,676,690 12-001 1.10420% 29,783.26 $ 283,522.00 Detail Special Charges NPDES Storm Drain Fee $ 1.72 $ 1.72 $ 1.72 $ 1.72 $ 1.72 SMC Mosquito Abate Dis $ 3.74 $ 3.74 $ 3.74 $ 3.74 $ 3.74 SMCCCD 2010-2013 $ 34.00 $ 34.00 $ 34.00 $ 34.00 $ 34.00 SMFCSD Measure A 2010 Ptax $ 188.88 $ SM FCSD Measure B 1991 Ptax $ 93.96 $ $ 322.30 $ Total Property Taxes $ 14,075.46 188.88 $ 93.96 $ 188.88 $ 93.96 $ 322.30 $ 322.30 $ 32,549.28 $ 9,404.78 $ 188.88 $ 188.88 93.96 $ 93.96 322.30 $ 30,105.56 $ 322.30 $ 283,844.30 The subject parcels are located in tax code area 12-001, which includes additional forms of indebtedness, authorized by the voters increasing the total ad valorem tax rate to 1.1058% for the 2012/13 tax year. The existing ad valorem taxes are of nominal consequence in this appraisal, primarily due to the fact these taxes will be adjusted substantially once the new infrastructure and property improvements are completed and in consideration of the definition of market value employed in this appraisal, which assumes a sale of the appraised property. Special Taxes The subject property is situated within the boundaries of a Community Facilities District identified as CFD No. 2008-1 (Bay Meadows), with the following proposed special tax obligations. These figures were provided by the Amended and Restated Rate and Method of Apportionment, which was approved on November 21, 2011. On each July 1, commencing on July 1, 2012, the maximum special tax identified in the table on the following page will be increased by 2% of the amount in effect for the previous fiscal year. Interest on the first series of Bonds through September 1, 2013 was funded from Bond proceeds of the first issuance and the owners of undeveloped property are not expected to have to pay a special tax on the first series of Bonds until December 10, 2013. Similarly, interest on the second series of Bonds through September 1, 2014 is being funded from Bond proceeds of the second issuance and the owners of undeveloped property are not expected to have to pay a special tax on the second series of Bonds until December 10, 2014. According to the Special Tax Consultant, David Taussig & Associates, Inc., the CFD is required to levy $1,855,294 in Special Tax for tax year 2013/2014, which will be accounted for in the valuation of the master developerowned property later in this report. Seevers Jordan Ziegenmeyer 44 No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Description Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property Residential Property BMR Units BMR Units BMR Units Apartment Property Non-Residential Property - Office Floor Area Non-Residential Property - Retail Floor Area Back-Up Special Tax Floor Area > 2,300 sq. ft. 2,152 - 2,300 sq. ft. 2,001 - 2,150 sq. ft. 1,851 - 2,000 sq. ft. 1,701 - 1,850 sq. ft. 1,551 - 1,700 sq. ft. 1,401 - 1,550 sq. ft. 1,251 - 1,400 sq. ft. 1,101 - 1,250 sq. ft. 951 - 1,100 sq. ft. 801 - 950 sq. ft. <= 800 sq. ft. > 1,400 sq. ft. 801 - 1,400 sq. ft. <= 800 sq. ft. N/A N/A N/A N/A Assigned Special Tax $5,405 $5,288 $4,989 $4,973 $4,917 $4,557 $4,069 $3,701 $3,482 $3,158 $2,572 $2,332 $1,344 $1,344 $1,139 $60,000 $1.769 $0.520 $124,695 per unit per unit per unit per unit per unit per unit per unit per unit per unit per unit per unit per unit per unit per unit per unit per acre per SF per SF per acre The appraised property is also subject to a number of direct levies, which in total represent only nominal assessments. The bond indebtedness and these direct levies will be considered in the valuation portion of this analysis. Conditions of Title A preliminary title report prepared by First American Title Insurance Company, dated September 28, 2011, was provided for use in this appraisal and is included in the Addenda to this report. While the appraiser has reviewed the conditions of title and has determined no apparent adverse impact on value, the appraiser assumes no negative title restrictions have been recorded since the date of the preliminary title report. The appraiser accepts no responsibility for matters pertaining to title. Zoning Source: City of San Mateo Community Development Department Zoning: BM – SP – Bay Meadows Specific Plan [27.88] Seevers Jordan Ziegenmeyer 45 Description/Entitlements: The Bay Meadows Specific Plan District (BMSP) is established to assure that the Bay Meadows Race Track, Practice Track, and Barn Area are developed in a comprehensively planned manner, compatible with adjacent residential neighborhoods and consistent with the City’s quality of life goals. The approved base program is for the development of 1,250 residential units, 1,250,000 square feet of office space and 150,000 square feet of retail space. As set forth in the Bay Meadows Specific Plan Amendment, approved November 7, 2005, which encompasses Phase II (subject property), the goals for the Specific Plan Amendment are to: 1. Transit Oriented Development • Create a mixed use and walkable new neighborhood in San Mateo that maximizes the use of transportation alternatives to the private automobile, especially public Seevers Jordan Ziegenmeyer 46 • mass transit associated with the proposed relocated Caltrain Station, while minimizing impacts to residents. Create a new neighborhood at Bay Meadows that justifies the provision of an express stop Caltrain Station. 2. Land Use and Community Design • • • • • • • • Provide a complementary mix of land uses and amenities including employment, housing, commercial services, civic open space and facilities, and transit. Provide extraordinary open space amenities, both passive and active, to serve the neighborhood and the broader San Mateo community. Concentrate neighborhoods and bring within walking distance most daily activities to enhance community life, efficiently utilize land resources, and reduce reliance on the private automobile. Create a safe and attractive neighborhood through the design of streets, parks, buildings and buffers. Protect the character of surrounding residential neighborhoods with adequate landscaping, setbacks and buffers while providing pedestrian connections. Provide a variety of housing types consistent with transit oriented development that include both ownership and rental opportunities. Enhance the potential of the Expo Site. Provide neighborhood serving retail that enhances access to goods and services adjacent to nearby neighborhoods. 3. Transportation • • • • • • Complete the City's street grid and General Plan connections to enhance traffic conditions throughout the City. Reduce reliance on the private automobile by enhancing opportunities for transit ridership, walking and biking. Maximize utilization of the train station by integrating it into the development, and providing complementary adjacent land uses that make its use attractive and convenient. Build an interconnected street and pedestrian access network that establishes direct routes to the new neighborhoods from local destinations, gives an appropriate scale to the development, and knits Phase II into surrounding neighborhoods. Reduce traffic compared to other development by providing a mix of commercial and residential uses in proximity to transit. Balance creation of neighborhood streets with the need to Seevers Jordan Ziegenmeyer 47 • accommodate neighborhood traffic and the sharing of city-wide traffic. Encourage transit utilization by existing adjacent neighborhoods. 4. Economic Development • • • Provide workforce housing to assist the City's goal of a housing/jobs balance. Provide for a new corporate commercial area thereby supplying the existing and future space needs for employers in San Mateo. Insure job and tax base retention, economic development and growth for San Mateo and the region. 5. Infrastructure • • Provide adequate infrastructure services to the Specific Plan Area, while avoiding negative effects on existing services and facilities. Provide new neighborhood express stop. The master developer completed all Site Plan & Architectural Reviews (SPAR) for the subject property making development of the subject property easier for vertical builders, as each parcel is now fully entitled and vertical construction can occur commensurate with the SPAR approval without any discretionary approvals. Inclusionary Housing Requirement: Pursuant to the Bay meadows Phase II Development Agreement, finalized on November 4, 2005 [section 5.12], the owner/developer is obligated to set aside a minimum of ten percent (10%) of the residential units on a Block-by-Block basis for occupancy by, and being affordable to, moderate or lower income households – below market rate (BMR). The BMR units are to be spread throughout each product type, provided that at the owner’s election, up to 250 newly constructed residential units may have their associated BMR Units located in a different building or parcel on that same Block, but spread throughout those buildings on the same Block. Additionally, the owner/developer is providing to the City of San Mateo approximately one acre of land, located in a Mixed-Use Block (a portion of MU Block 1), to be developed by the City, or designee, solely for low, very low or moderate income housing. Due to the fact the one acre parcel set aside for the City to construct low income housing is not subject to the lien of the Special Tax securing the Bonds, it is not a part of the appraised property. Seevers Jordan Ziegenmeyer 48 Reportedly, one third of all localities in California (approximately 170 cities and counties) use the inclusionary housing program to reserve a certain percentage of housing units for lower-income households in new residential developments. The municipal requirements for inclusionary housing on new developments is prevalent throughout northern California; though, some municipalities allow developers to mitigate inclusionary housing requirements through impact (in lieu) fees or constructing lowincome housing elsewhere in the city or county. Conclusion: The subject property consists of 49.978± developable acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, for-rent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). Flood Zone Source: F.I.R.M – Flood Insurance Rate Map Flood Zone: Flood Zone X – areas determined to be outside of the 500-year flood plain Map Panel: 0603280004 B Panel Date: October 19, 2001 Flood Insurance: Not likely required on the developable portion of the subject Earthquake Zone According to the Seismic Safety Commission, the subject is located within Zone 4, which is assigned to areas near major faults. The existence within this zone does not prevent development. There are only two zones in California. Zone 4 is assigned to areas of major faults. Zone 3 is assigned to areas with more moderate seismic activity. In addition, the subject is located within a Fault-Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. Earthquake insurance may be necessary for vertical improvements. Seevers Jordan Ziegenmeyer 49 Easements An inspection of the subject property revealed no apparent adverse easements, encroachments or other conditions currently impacting the subject. Please refer to the preliminary title report for information regarding potential easements, as the appraiser is not a surveyor nor qualified to determine the exact location of any easements. It is assumed that any easements noted in a preliminary title report do not have an impact on the opinion of value set forth in this report. If at some future date, any easements are determined to have a detrimental impact on value, the appraiser reserves the right to amend the opinion of value contained herein. Assessor’s Parcel Map Seevers Jordan Ziegenmeyer 50 SITE DESCRIPTION Improvements are under construction within the Bay Meadows Phase II development as part of infrastructure to be financed by the City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows) Bond issuance. Information on infrastructure improvements is summarized as follows. In total, the land areas comprising the City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows) contain a gross land area of approximately 83.38 acres. The parcels are contiguous and boundaries are irregularly shaped, but not so irregular as to inhibit development. Size and Shape: Land Area by Land Use: Developable – Office Developable – Mixed-Use Developable – Residential Master Association Property Total Developable (Taxable) Public Space – (Non-Taxable) Total (Gross) 11.48± acres 7.071± acres 29.18± acres 2.240± acres 49.97± acres 33.40± acres 83.38± acres Assessor’s Parcel Numbers: 040-030-250; -260; -270; -280; -290; -310; -320; 330; -340 and -350 Topography: Generally level Drainage: Based on the development plan, our physical inspection of the subject property and assuming typical grading and paving work will be completed, upon completion of the proposed development, adequate drainage appears to be provided. Frontage/Visibility: Frontage is provided along the east and west side of the extension of South Delaware Street, as well as the north and south side of East 28th Avenue. A portion of the subject property offers visibility and frontage along the west line of Saratoga Drive. Upon completion of infrastructure development, visibility and frontage will also be provided from the western extension of Franklin Parkway. A network of interior streets will be completed to provide access within Bay Meadows Phase II. Existing, partially completed streets include Kyne Street, Maiden Way, Baze Road and Derby Avenue, in addition to the aforementioned East 28th Avenue and southern extension of South Delaware Street. Landing Avenue and East 31st Avenue will also be a part of the interior street system. Access: Primary access to the subject property is provided from the Seevers Jordan Ziegenmeyer 51 southern extension of South Delaware Street and from Saratoga Drive, via East 28th Avenue. Upon completion of development, primary access will also be available from the extension of Franklin Parkway. All public utilities and services are available to the subject property. Services are furnished by the following providers: Utilities: Water: Sewage Disposal: Refuse: Electricity: Gas: Telephone: Cable: California Water Service (Cal Water) City of San Mateo Recology of San Mateo County PG&E PG&E AT&T Comcast Soil: Based on the existence of residential and commercial structures on surrounding and nearby parcels, it appears the subject property possesses adequate load-bearing capacity for development. Environmental Issues: At the time of inspection, the appraiser did not observe the existence of hazardous material, which may or may not be present, on the subject property. The appraiser has no knowledge of the existence of such materials on the properties. However, the appraiser is not qualified to detect such substances. The presence of potentially hazardous materials could affect the value of the property. The value estimate is predicated on the assumption there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. Adjacent Uses: North South East West San Mateo Expo/Fairgrounds Single-family residential development Franklin Templeton Investments Corporate Campus Caltrain, retail and industrial development Functional Adequacy/Site Influences: Based on the subject’s existing physical attributes and the existing and future infrastructure improvements to serve the various components comprising City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows), the overall functional utility of the subject property is expected to be good for the proposed development. In terms of site influences outside of the confines of the appraised properties, the proximity of the office and Seevers Jordan Ziegenmeyer 52 residential land uses within the District to a new Caltrain station should bode well for the development in terms of providing non-vehicular access to employment centers within the Bay Meadows Phase II development, as well as areas outside the neighborhood. Conclusion: The configuration and size of the subject is considered adequate for development. Seevers Jordan Ziegenmeyer 53 PROJECT DESCRIPTION The appraised property represents 83.38± acres of gross land area comprising the boundaries of the City of San Mateo CFD No. 2008-1 (Bay Meadows). The developable land equates to 49.978± acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, for-rent and for-sale residential buildings; and one parcel designated for a combination of attached and detached residential homes (Residential Component). In total, the subject property, as presently proposed, will contain 770,000 square feet of office space currently planned in five class A office buildings and 31,500 square feet of professional space above ground floor retail, as well as a proposed 131,000 square foot high school campus; approximately 85,000 square feet of retail space and 1,066 residential housing units, with 832 residential housing units being developed on the Residential Land Component and the balance (234 units) to be developed as part of the Mixed-Use Component. The remaining 33.40 acres of Bay Meadows II are dedicated to parks, right away and one acre dedicated to the City for approximately 50 – 68 below-market rate (BMR) residential units on Mixed Use Block 1, which will be exempt from the Lien of the Special Tax securing the Bonds. Seevers Jordan Ziegenmeyer 54 FACILITIES TO BE FUNDED BY THE BOND ISSUANCE The boundaries of Community Facilities District No. 2008-1 (Bay Meadows) are exhibited below. Seevers Jordan Ziegenmeyer 55 All public infrastructure improvements or services to be financed by the CFD are detailed in the Community Facilities District Report, dated July 22, 2008, prepared by David Taussig & Associates, Inc. A copy of this document has been reproduced and included in the Addenda to this report. The general description of the improvements and services to be financed by the community facilities district include street improvements, sewers, storm drains, monuments, utilities, public parks and recreation facilities, detention ponds, mitigations, development impact fees, soft costs, maintenance and lighting of parks, parkways, streets, roads, and open space, and maintenance and replacement of flood and storm protection services. The total amount of net proceeds to be generated from the second series of Bonds is projected to be approximately $20.0 million. The second Bond issuance will be used to reimburse the master developer for infrastructure improvements completed to date. The total amount of Bonds authorized for CFD No. 2008-1 (Bay Meadows) is $92 million, which is projected to be generated over three issuances, the first of which generated $24.4 million of net proceeds. The cited list of facilities includes other expenses associated with the formation of CFD No. 2008-1 (Bay Meadows) including, but not limited to, the following: bond related expenses including underwriters discount, appraisal fees, reserve fund, capitalized interest, letter of credit fees and expenses, financial advisor fees and expenses, bond and disclosure counsel fees and expenses, fees and expenses of the City Attorney, bond remarketing costs and all other incidental expenses. Other expenses include administrative fees of the City and the bond trustee or fiscal agent related to CFD No. 2008-1 (Bay Meadows); and reimbursement of costs advanced by the City, the land owner in the District, or any party related to any foregoing that relate to the formation of the District or that relate to costs for facilities, capital related fees or other purposes or costs of CFD No. 2008-1 (Bay Meadows). Seevers Jordan Ziegenmeyer 56 SUBJECT PHOTOGRAPHS Looking west along East 28th Avenue from Saratoga Drive Looking east along East 28th Avenue towards Saratoga Drive Looking north across open space area from East 28th Avenue Easterly view across Residential Block 3.1 (on-site improvements) Southeasterly view across Residential Block 3.1 (on-site improvements) Southwesterly view across Residential Block 3.2 (on-site improvements) Seevers Jordan Ziegenmeyer 57 SUBJECT PHOTOGRAPHS Westerly view across Residential Block 3.2 (on-site improvements) Southwesterly view across Residential Block 3.2 (on-site improvements) Northerly view across community park Southwesterly view along Baze Road from East 28th Avenue Northerly view across community park Southerly view across Residential Block 2 Seevers Jordan Ziegenmeyer 58 SUBJECT PHOTOGRAPHS Southwesterly view towards Landing Green park Looking south along Kyne Street from East 28th Avenue Northerly view across Mixed-Use Block 1 Southwesterly view at Station Block 2 Looking south along Delaware Street from East 28th Avenue Station Block 1 site Seevers Jordan Ziegenmeyer 59 SUBJECT PHOTOGRAPHS Looking north along Delaware Street Residential Block 4 Southwesterly view towards Mixed Use Block 4 Southerly view at Residential Block 7 Looking north along Baze Road from Residential Block 8 Looking northwest along Saratoga Drive from East 28th Avenue Seevers Jordan Ziegenmeyer 60 HIGHEST AND BEST USE ANALYSIS The term “highest and best use,” as used in this report, is defined as follows: The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. Alternatively, the probable use of land or improved property – specific with respect to the user and timing of the use – that is adequately supported and results in the highest present value.4 Two analyses are typically required for highest and best use. The first analysis is highest and best use of the land as though vacant. The second analysis is the highest and best use of the land as improved, which is not applicable, since the subject is vacant land. (Definitions of these terms are provided in the Glossary of Terms in the Addenda to this report.) Highest and Best Use as though Vacant In accordance with the definition of highest and best use, it is appropriate to analyze the subject site as though vacant as it relates to legal permissibility, physical possibility, financial feasibility and maximum productivity. Legal Permissibility The legal factors influencing the highest and best use of the subject property are primarily government regulations such as zoning and building codes. According to the City of San Mateo Community Development Department, the subject is zoned BM – SP – Bay Meadows Specific Plan, which was established to assure that the Bay Meadows Race Track, Practice Track, and Barn Area are developed in a comprehensively planned manner, compatible with adjacent residential neighborhoods and consistent with the City’s quality of life goals. As set forth in the Bay Meadows Specific Plan Amendment, approved November 7, 2005, which encompasses Phase II (subject property), the goals for the Specific Plan Amendment are to provide for transit oriented development; land use and community design; transportation; economic development and infrastructure. The subject property consists of 49.978± developable acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, forrent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). Overall, the legally permissible use is to develop the subject property in accordance with the existing entitlements for the above-mentioned mix of residential, retail and office development. 4 The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010), 93. Seevers Jordan Ziegenmeyer 61 Physical Possibility The physical characteristics of the subject including shape, size, topography, accessibility and availability of utilities were all given consideration. The subject’s physical orientation was also considered. At this point in the analysis the physical characteristics are examined to see if they are suited for the legally permissible uses. Based on our physical inspection of the subject property, we know of no reason why the site would not support any legal development. The property is located within Zone 4, which is assigned to areas near major faults. However, the existence within this zone does not prevent development. Evidence of residential and commercial construction in the immediate area provides additional support for the possibility of development. Typical roadway and utility easements exist, or will exist upon completion of the infrastructure to be completed, but are not known to be unusual in any way. It is assumed any easements do not adversely affect the subject’s potential for development. At the time of inspection, the appraiser did not observe the existence of hazardous material, which may or may not be present on the property. The appraiser has no knowledge of the existence of such materials on the property. However, the appraiser is not qualified to detect such substances. The presence of potentially hazardous materials could affect the value of the property. The value estimate herein is predicated on the assumption that there is no material on or in the property that would cause a loss of value. No responsibility is assumed for any such conditions or for any expertise or engineering knowledge required to discover them. In conclusion, it appears as if the legally permissible uses of the subject property are physically possible. Financial Feasibility The feasibility of the allowable uses is dependent on the supply and demand conditions, which could influence the competitive position of each proposed type of property use comprising the subject, including both for-rent and for-sale residential, office and retail development. The feasibility of residential development is dependent on the area supply and demand conditions. Sales of new homes in the subject’s market area have been healthy recently. In fact, the supply of new housing does not appear to exceed the current demand. This is highlighted by the strong demand experienced by the One Marina development in Redwood City. As of late August 2012, 92 of the 231 planned units had been completed, and 24 townhomes had been sold. Prices at the project range from $499,000 to the low $700,000s. In March 2012, Toll Brothers began marketing homes at the Ridge, a 71-home subdivision in Brisbane on the edge of the San Bruno Mountain Habitat Seevers Jordan Ziegenmeyer 62 Conservation Area. High atop the Brisbane hilltop, homes at the Ridge range from 2,098 square feet to 3,416 square feet, with pricing starting in the mid-$750,000s and climbing to above $950,000. DataQuick Information Systems reported “the median price paid for a Bay Area home rose to its highest level in more than four years in September, the result of a slowly improving economy, low mortgage interest rates and shifts in market mix.” In the nine-county Bay Area region, the median price paid for new and resale homes rose to $429,000 in September 2012, which is up 4.6 percent from $410,000 in August 2012, and up 17.5 percent from $365,000 a year ago (September 2011). The median home price is also the highest since August 2008 ($447,000). In San Mateo County, the median price rose from $551,000 in September 2011 to $620,000 in September 2012, an increase of 12.5%; though, the overall Bay Area, which includes the Counties of Alameda, Contra Costa, Marin, Napa, Santa Clara, San Francisco, San Mateo, Solano and Sonoma, increased 17.5% over the same period. In fact, Contra Costa County saw the highest year-over-year increase in median home price at 27.0%, followed by San Francisco, with a year-over-year increase of 21.4%. All nine counties in the survey reported a year-over-year increase in median home prices. The following chart shows the year-over-year change in home prices and sales in the city of San Mateo. Community Zip Sales % Chg Median Price % Chg High Price $/SqFt % Chg San Mateo San Mateo San Mateo San Mateo 94401 94402 94403 94404 22 23 34 31 -40.5% -25.8% -10.5% -3.1% $499,000 $1,040,000 $587,500 $675,000 9.1% 17.1% -6.9% -3.9% $1,075,000 $3,062,500 $1,240,000 $1,300,000 $445 $658 $485 $451 13.9% 30.3% 2.5% 17.5% As is shown in the chart above, areas of the city experienced positive increases in median pricing from a year ago, coupled with noticeable declines in the number of sales, suggesting the inventory of homes available is declining. A strategic, phased development of the subject’s residential parcels is considered ideal in order to achieve market balance with supply and demand. The subject property, which comprises the Bay Meadows Phase II redevelopment, is approved through the site plan and architectural review (SPAR) process for as many as 1,121 residential housing units, which allows for both for-sale and for-rent product type. The Specific Plan Amendment allows up to 1,250 residential units in the base program. Several of the buildings planned for the subject property are of a mixed-use design with ground floor retail space. In order to determine the feasibility of multifamily (for-rent) development on the subject property, apartment market data will be reviewed. According to Cassidy Turley, in San Mateo County, the apartment market vacancy rate as of Third Quarter 2012 was 4.5% among projects with 100+ units, and 2.2% among projects with 99 units or less. Vacancy has been generally declining for about two years since peaking in early 2009. According to Marcus & Millichap’s Apartment Market Report, Third Quarter 2012, the vacancy rate for apartment projects in Central San Mateo County was 2.6%, and compared to a year ago, the vacancy rate has declined 20 basis points. Seevers Jordan Ziegenmeyer 63 The average rental rate for an apartment in San Mateo County, as of Third Quarter 2012, was $1,728 for units within projects containing fewer than 100 units; and $2,220 for units within projects with 100 or more units. According to Cassidy Turley, rental rates in the region peaked during the third quarter of 2008, declined for five consecutive quarters before bottoming out in the fourth quarter of 2009, and have increased since the first quarter of 2010. Further, the pace and strength of rental rate growth has reportedly accelerated in recent months. Over the past year, the average rent has increased by 15% at projects with 100 or more units, and 16% at projects with fewer than 100 units. With the demand by investors for Class A apartment projects in Class A locations on the rise, consideration should be given to the balance of for-rent apartment projects at the subject property. According to brokerage reports by Cassidy Turley and Colliers International, the office market recovery continues in San Mateo County. Not only has the vacancy rate declined significantly over the past 18 months, but overall leasing activity has returned to pre-recession levels. The overall vacancy rate for the office market was 13.9% in Third Quarter 2012, up slightly from 13.2% at the end of 2011. The market recorded positive net absorption in the years 2010 and 2011 of about 375,000 and 1.1 million square feet, respectively. Through the first three quarters of 2012, net absorption was negative 240,300 square feet. However, Cassidy Turley reports that “this is despite the fact that demand is actually on the increase. We are currently tracking just under 2.6 million square feet of user requirements in the marketplace that could translate into deals over the next 24 months. This number has increased by 18% over the past three months.” Most of the demand is coming from tech users, including software/internet companies and life science businesses. Part of the reason that absorption has been slow even though demand in the market is high, is that most users are seeking larger blocks of space (10,000 square feet or more); however, 82% of the available space in the market consists of office suites smaller than 10,000 square feet. In addition, many tech companies are looking for downtown creative space ideally situated near public transportation, but this type of space is also in short supply. The major downtown submarket vacancies are at a remarkably low 7.6%. This has resulted in companies relocating elsewhere in the Bay Area (primarily San Francisco) as they look to markets that can accommodate their growth needs. The average office vacancy rate in Central San Mateo County was 10.1% as of the Third Quarter 2012, and the average asking rental rate for office space was $3.04 psf/month (full service), up from $2.95 psf/month (full service) a year ago. While there are currently no office buildings under construction in San Mateo County, in light of improving market conditions over the past two to three years, market participants expect to see some speculative construction return to the market during the next 12 months. In terms of planned projects, the two most notable are Bay Meadows (subject property) and the 320,000 square foot Depot Circle in downtown Redwood City, which is planned for delivery in the first quarter of 2015. The subject property is approved for 715,000 square feet of office space in five buildings located along the western edge of the Bay Meadows project, proximate Seevers Jordan Ziegenmeyer 64 to the Caltrain. The developer is actively marketing the space for lease and intends to construct the buildings with the intent to hold. According to Terranomics, a division of BT Commercial, the retail market has shown signs of strength and improvement over the past several quarters. As reported by Terranomics in the San Mateo County Shopping Centers Report Q3-2012, the overall vacancy rate for the retail market was 3.6% in Third Quarter 2012, up from 3.0% in the previous quarter. Retail vacancy remains very tight and demand from retailers has been strong. According to Terranomics, demand is strongest for firsttier shopping centers (typically anchored centers in urban locations with high visibility), which are seeing the highest levels of deal activity. Terranomics also reported the average asking rental rate for retail space was $2.20 psf/month (triple net) as of Third Quarter 2012, which is up from $1.90 psf/month (triple net) a year ago. No new shopping centers were completed in 2009 or 2010 in San Mateo County. In 2011, the first phase of a Safeway center in Burlingame added about 47,000 square feet to the market. With vacancy continuing to be extremely tight, especially among first- and second-tier properties, developers are beginning to be active again, with multiple projects in the planning stages. One of the more notable planned projects is Daly City Partners’ Gellert Marketplace – this 140,000 square foot community center is slated for delivery in 2014 and will be anchored by Sprouts Farmers Market and Bed Bath & Beyond. Based on the preceding discussion, it appears residential development consistent with the entitlements approved for the Bay Meadows Phase II specific plan is financially feasible. With demand for both forsale and for-rent residential development in the area, a balance of both land uses is considered financially feasible, as long as development is phased properly with an aggressive and active sales and marketing team. It is expected the subject property will be competitive with the other area developments, and with other similar developments located elsewhere in the peninsula. The subject property’s location proximate to prominent Silicon Valley technology companies and its location adjacent to the Caltrain should bode well for the subject property’s office component. In fact, as will be shown in the valuation section later in this report, there have been several sales of office land purchased with the intent to construct multi-building office campuses for technology firms, with the most prominent seen in the Mission Bay redevelopment area of San Francisco. Thus, it is possible the subject’s five office building sites may appeal to a single user. Nonetheless, the location is considered excellent for the intended use. The orderly development of residential and office uses should also increase demand for supporting retail uses. Maximum Productivity – Conclusion Legal, physical and market conditions have been analyzed to evaluate the highest and best use of the subject property. The analysis is presented to evaluate the type of use(s) that will generate the greatest level of future benefits possible to the property. Based on the zoning and entitlements approved for the subject property, a mix of residential, office and retail development, with Seevers Jordan Ziegenmeyer 65 complementary public areas, are the only land uses that are legally permissible, physically possible and financially feasible. The maximally productive use of the subject is for phased development commensurate with the Bay Meadows Phase II specific plan. Probable Buyer The definition of market value is based on the components of the subject selling in a single, bulk transaction. The most probable buyer of the subject is a land developer familiar with the regional market area. Seevers Jordan Ziegenmeyer 66 APPROACHES TO VALUE The valuation process is a systematic procedure used in the valuation of real property.5 This process involves the investigation, organization and analysis of pertinent market data and other related factors that affect the market value of real estate. The market data is analyzed in terms of any one or all of the three traditional approaches to estimating real estate value. These are the cost, sales comparison, and income capitalization approaches. Each approach to value is briefly discussed and defined as follows: Cost Approach The cost approach is based on the premise that no prudent buyer would pay more for a particular property than the cost to acquire a similar site and construct improvements of equivalent desirability and utility. Thus, this approach to value relates directly to the economic principle of substitution, as well as supply and demand. The cost approach is most applicable when valuing properties where the improvements are new or suffer only a minor amount of accrued depreciation, and is especially persuasive when the site value is well supported. The cost approach is also highly relevant when valuing special-purpose or specialty properties and other properties that are not frequently exchanged in the market. The definition of the cost approach is offered as follows: A set of procedures through which a value indication is derived for the fee simple interest in a property by estimating the current cost to construct a reproduction of (or replacement for) the existing structure, including an entrepreneurial incentive, deducting depreciation from the total cost, and adding the estimated land value. Adjustments may then be made to the indicated fee simple value of the subject property to reflect the value of the property interest being appraised.6 Sales Comparison Approach The sales comparison approach is based on the premise that the value of a property is directly related to the prices being generated for comparable, competitive properties in the marketplace. Similar to the cost approach, the economic principles of substitution, as well as supply and demand are basic to the sales comparison approach. This approach has broad applicability and is particularly persuasive when there has been an adequate volume of recent, reliable transactions of similar properties that indicate value patterns or trends in the market. When sufficient data are available, this approach is the most direct and systematic approach to value estimation. Typically, the sales comparison approach is most pertinent when valuing land, single-family homes and small, owner-occupied commercial and office properties. 5 6 The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010), 205. The Dictionary of Real Estate Appraisal, 47. Seevers Jordan Ziegenmeyer 67 The definition of the sales comparison approach is offered as follows: The process of deriving a value indication for the subject property by comparing market information for similar properties with the property being appraised, identifying appropriate units of comparison, and making qualitative comparisons with or quantitative adjustments to the sale prices (or unit prices, as appropriate) of the comparable properties based on relevant, marketderived elements of comparison.7 Income Capitalization Approach The income capitalization approach is based on the premise that income-producing real estate is typically purchased as an investment. From an investor's point of view, the potential earning power of a property is the critical element affecting value. The concepts of anticipation and change, as they relate to supply and demand issues and substitution, are fundamental to this valuation approach. These concepts are important because the value of income-producing real estate is created by the expectation of benefits (income) to be derived in the future, which is subject to changes in market conditions. Value may be defined as the present worth of the rights to these future benefits. Within the income capitalization approach there are two basic techniques that can be utilized to estimate market value. These techniques of valuation are direct capitalization and yield capitalization. Direct Capitalization: A method used to convert an estimate of a single year’s income expectancy into an indication of value in one direct step, either by dividing the net income estimate by an appropriate capitalization rate or by multiplying the income estimate by an appropriate factor. Direct capitalization employs capitalization rates and multipliers extracted or developed from market data. Only a single year’s income is used. Yield and value changes are implied but not identified.8 Yield Capitalization: A method used to convert future benefits into present value by 1) discounting each future benefit at an appropriate yield rate, or 2) developing an overall rate that explicitly reflects the investment’s income pattern, holding period, value change, and yield rate.9 The definition of the income capitalization approach is offered as follows: A set of procedures through which an appraiser derives a value indication for an incomeproducing property by converting its anticipated benefits (cash flows and reversion) into property value. This conversion can be accomplished in two ways. One year’s income expectancy can be capitalized at a market-derived capitalization rate or at a capitalization rate that reflects a specified income pattern, return on investment, and change in the value of the investment. Alternatively, the annual cash flows for the holding period and the reversion can be discounted at a specified yield rate.10 7 The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010), 175. The Dictionary of Real Estate Appraisal, 58. 9 The Dictionary of Real Estate Appraisal, 211. 10 The Dictionary of Real Estate Appraisal, 99. 8 Seevers Jordan Ziegenmeyer 68 Discounted Cash Flow Analysis A discounted cash flow analysis is a procedure in which a discount rate is applied to a projected revenue stream generated from the sale of individual components of a project. In this method of valuation, the appraiser/analyst specifies the quantity, variability, timing and duration of the revenue streams and discounts each to its present value at a specified yield rate. Seevers Jordan Ziegenmeyer 69 APPRAISAL METHODOLOGY The appraised property consists of all the taxable real property within City of San Mateo Community Facilities District No. 2008-1 (Bay Meadows). The estimate of market value comprises 49.978± acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, for-rent and for-sale residential buildings; and one parcel designated for a combination of attached and detached residential homes (Residential Component). The subdivision development method will be used to estimate the as-is market value of the master developer-owned portion of the subject property, which relies on a discounted cash flow analysis (DCF). A DCF analysis is a procedure in which a discount rate is applied to a projected revenue stream generated from the sale of individual components of a project. In this method of valuation, the appraiser/analyst specifies the quantity, variability, timing and duration of the revenue streams and discounts each to its present value at a specified yield rate. The revenue component of the DCF will be derived by valuing the individual land use components outlined above using the sales comparison approach to value. In light of the fact two of the residential Blocks (3.1a and 3.2) have transferred ownership to merchant builders, the estimates of market value for these components was not included in the discounted cash flow analysis, which derived an estimate of market value for the components held by the master developer. Instead, the estimate of market value derived via the sales comparison approach to value, which was the method employed to estimate the underlying land value for the various land use components comprising the District, was relied upon to estimate the market value of the components held by Shea Homes of Northern California and TRI Pointe Homes, LLC. This appraisal report has been conducted in accordance with appraisal standards and guidelines found in the Uniform Standards of Professional Appraisal Practice (USPAP) and the Appraisal Standards for Land Secured Financing, published by the California Debt and Investment Advisory Commission (2004). Seevers Jordan Ziegenmeyer 70 VALUATION - DISCOUNTED CASH FLOW ANALYSIS It is not uncommon for land secured financings to involve valuations at atypical points in time during the development process. The market recognizes typical points during the development process when master planned projects often transfer, such as upon obtaining entitlements, completion of spinal infrastructure and/or recordation of final subdivision maps, for instance. It is often the case with the valuation of master planned projects for purposes of land secured financing to employ market logic to situations that are not typical transition points for developments. More often than not large development projects that transfer with partial site development complete, as is the current condition of the subject property, reflect situations of duress. Recognizing that there is not duress, and yet a valuation is needed for purposes of the bond issuance at this time, we have employed market logic for the valuation of master planned communities and applied that logic to the physical condition reflected by the subject. Therefore, in this section, the market value of the master developer-owned portion of the subject property in bulk, subject to the impact of the Lien of the Special Tax securing the CFD No. 2008-1 (Bay Meadows) Bonds, will be estimated by employing the use of a discounted cash flow analysis; whereby, the expected revenue, absorption period, expenses and discount rate associated with the development and sell-off of the residential and commercial land components will be taken into account. A discounted cash flow analysis is a procedure in which a discount rate is applied to a projected revenue stream generated from the sale of individual components of a project. In this method of valuation, the appraiser/analyst specifies the quantity, variability, timing and duration of the revenue streams and discounts each to its present value at a specified yield rate. The four main items of the discounted cash flow analysis are summarized as follows: Revenue – the gross income is based on the individual component values. Absorption Analysis – the time frame required for sell off. Of primary importance in this analysis is the allocation of the revenue over the absorption period – including the estimation of an appreciation factor (if any). Expenses – the expenses associated with the sell-off are calculated in this section – including infrastructure costs, administration, marketing and commission costs, as well as taxes and special assessments. Discount Rate – an appropriate discount rate is derived employing a variety of data. Discussions of these four concepts begin below, with the discounted cash flow analysis offered at the end of this section. Seevers Jordan Ziegenmeyer 71 Revenue The individual component valuations of the subject property comprise the revenue of the discounted cash flow analysis. Specifically, the subject property contains 52.18± acres proposed for development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (Mixed-Use Component); nine parcels designated for attached, forrent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). The sales comparison approach will be used to estimate the value of the subject’s residential and commercial components. RESIDENTIAL LAND COMPONENT – SALES COMPARISON APPROACH In this section the market value of the 29.18± acres proposed for development of 832 single- and multifamily residential units will be estimated by analyzing sales of similar residential land in the region. The balance of the 1,066 residential units, 234 units, within the subject property are to be constructed as part of the MU (mixed-use) parcels along with retail and office uses, which will be valued as part of the commercial land component in the next section. The subject property is subdivided into nine developable Blocks (11 individual projects). Based on the proposed residential units and the developable land area, the residential project densities range from 7.82 units per acre (detached component) to 50.16 units per acre. The underlying premise of the sales comparison approach is the market value of a property is directly related to the price of comparable, competitive properties in the marketplace. In the sales comparison approach, the market value of the subject property will be estimated by a comparison to similar properties that have recently sold, are listed for sale or are under contract. This approach is based on the economic principle of substitution. According to The Appraisal of Real Estate, 13th Edition (Chicago: Appraisal Institute, 2008), “The principle of substitution holds that the value of property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability within a reasonable amount of time. The principle implies that the reliability of the sales comparison approach is diminished if substitute properties are not available in the market.” The proper application of this approach requires obtaining recent sales data for comparison with the subject property. In order to assemble the comparable sales, we searched public records and other data sources for leads, then confirmed the raw data obtained with parties directly related to the transactions (primarily brokers, buyers and sellers). Consideration is given to factors such as property rights conveyed, financing, conditions of sale, and market appreciation or depreciation since the date of sale. Differences in physical characteristics, such as location, project density, unit count/economies of scale, offsite improvements, site utility/topography, Seevers Jordan Ziegenmeyer 72 and zoning/entitlements are considered in the analysis. The entire data set will then be used to value this land use component. Seven sales have been identified as being representative of the market and it is believed the sales data collected is sufficient for comparison to the subject property and pertinent to the valuation of the subject land. The data from the comparable sales is summarized in the table on the following page, along with a location map. Seevers Jordan Ziegenmeyer 73 RESIDENTIAL LAND SALES SUMMARY Sale Date Sale Price 1 1950 Elkhorn Court San Mateo, San Mateo County APN: 039-030-310 Aug-12 $16,745,000 2.04 88,862 $188.44 197 96.6 E-1 2 Mission Bay Block 13 San Francisco, San Francisco County APN: 8711-013 Nov-11 $32,760,000 1.60 69,696 $470.04 273 170.6 MB-RA 3 221 Town & Country Sunnyvale, Santa Clara County APN: 209-07-003, -004, -005, -006, -008 and -009 Aug-11 $13,000,000 2.50 108,900 $119.38 130 52.0 C3 4 1200 4th Street San Francisco (Mission Bay neighborhood) APN: 8711-017 Apr-11 $41,400,000 1.80 78,408 $528.01 360 200.0 MB-RA 5 201 Town & Country Sunnyvale, Santa Clara County APN: 209-07-014, -015, -016, -017 and -018 Aug-10 $19,000,000 2.40 104,544 $181.74 240 100.0 C3 6 637 East Taylor Avenue Sunnyvale, Santa Clara County APN: 205-29-005 Jul-10 $5,800,000 1.85 80,586 $71.97 36 19.5 MS-ITRR3 7 The Preserve at Redwood Shores Redwood City, San Mateo County APNs: 095-460-280, -290, -300, -310, -320 & -420 Mar-10 $40,560,000 12.33 537,095 $75.52 156 12.7 P 8 1840 Ogden Drive Burlingame, San Mateo County APN: 025-121-130 Sep-09 $7,180,000 0.89 38,768 $185.20 45 50.6 TW No. Property Identification (Rolling) Land Area Price No. of Units (Acre / SF) per SF Units / Acre Seevers Jordan Ziegenmeyer Zoning 74 RESIDENTIAL LAND SALES MAP Seevers Jordan Ziegenmeyer 75 RESIDENTIAL LAND SALE 1 Property Identification Multifamily Land 1950 Elkhorn Court San Mateo, CA 94403 San Mateo County APN: 039-030-310 Sale Data Grantor Polo Court Investors, LLC Grantee Essex Elkhorn Owner, L.P. Sale Date August 3, 2012 Deed Book Page 2012-110429 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $16,745,000 PV of Bonds $0 Land Data Land Area (SF) 88,862 Land Area (Acres) 2.04 Zoning E-1 – Executive Park (allows multifamily) Proposed Units 197 Proposed Density 96.6 units per acre Shape Irregular Corner Orientation No Street Frontage Elkhorn Court Topography Generally level Off-Site Improvements All to site On-Site Improvements Commercial building (no value) Indicators Sale Price per SF $188.44 Sale Price per Unit $85,000 Remarks This comparable previously sold in July 2011 for $12,000,000 to the seller, whom reportedly went into contract in 2008 and, during the prolonged escrow period, obtained entitlements in April 2010 for a 197-unit multifamily project, as well as an office project on an adjacent parcel (shown above as parcel 039-030-110). The buildings would share a common below-grade garage. The apartment site was improved with a flex/R&D building that was partially leased at the time, but considered to have no contributory value to the buyers. The building has since been razed and construction is underway. The new owners are completing the development as approved. Seevers Jordan Ziegenmeyer 76 RESIDENTIAL LAND SALE 2 Property Identification Residential Land Mission Bay Block 13 San Francisco, CA 94158 San Francisco County APN: 8711-013 Sale Data Grantor Bosa Development California II, Inc. Grantee EQR-Mission Bay Block 13 Limited Partnership Sale Date November 17, 2011 Deed Book Page K525-769 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $32,760,000 PV of Bonds $1,534,597 (estimated) Land Data Land Area (SF) 69,696 SF Land Area (Acres) 1.6 acres Zoning MB-RA, Mission Bay South Redevelopment Area Proposed Units 273 Proposed Density 170.6 units per acre Shape Rectangular No Corner Orientation Street Frontage Channel Street Topography Generally level Off-Site Improvements All to site On-Site Improvements None Indicators Sale Price per SF $470.04 ($492.06 – inclusive of bonds) Sale Price per Unit $120,000 ($125,621 – inclusive of bonds) Remarks This property was acquired with the intent to construct a residential project. The property is approved for a 16-story, 273 unit apartment building with parking. Seevers Jordan Ziegenmeyer 77 RESIDENTIAL LAND SALE 3 Property Identification Residential Land 221 Town & Country Sunnyvale, CA 94088 Santa Clara County APN: 209-07-003, -004, -005, -006, -008 and -009 Sale Data Grantor Capella Holdings LLC Grantee CP III T&C Sunnyvale LLC Sale Date August 2011 Deed Book Page 20129819 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $13,000,000 PV of Bonds $0 Land Data Land Area (SF) 108,900 SF Land Area (Acres) 2.50 acres Zoning C-3 Proposed Units 130 Proposed Density 52.0 units per acre Shape Generally Rectangular Corner Orientation Yes Street Frontage Capella Way; S. Frances Street; Aries Way; Taffe Street Topography Generally level Off-Site Improvements All to site None On-Site Improvements Indicators Sale Price per SF $119.38 Sale Price per Unit $100,000 Remarks This property was acquired with the intent to construct 130 residential units. The purchase price was $119.38 per square foot of land area. Seevers Jordan Ziegenmeyer 78 RESIDENTIAL LAND SALE 4 Property Identification Residential Land 1200 4th Street San Francisco, CA 94158 San Francisco County APN: 8711-017 Sale Data Grantor Bosa Development California II, Inc. Grantee BRE Properties Inc. Sale Date April 4, 2011 Deed Book Page K373-125 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $41,400,000 PV of Bonds $3,145,123 (estimated) Land Data Land Area (SF) 78,408 SF Land Area (Acres) 1.8 acres Zoning MB-RA, Mission Bay South Redevelopment Area Proposed Units 360 Proposed Density 200 units per acre Shape Irregular No Corner Orientation Street Frontage 4th Street Topography Generally level Off-Site Improvements All to site None On-Site Improvements Indicators Sale Price per SF $528.01 ($568.12 – inclusive of bonds) Sale Price per Unit $115,000 ($123,736 – inclusive of bonds) Remarks This property was acquired with the intent to construct a residential project. The previous owner had planned to construct a 360 unit residential development; however, the new owners submitted a request for building permits for a 6 story, 172 unit apartment building, with ground floor retail and parking. Seevers Jordan Ziegenmeyer 79 RESIDENTIAL LAND SALE 5 Property Identification Residential Land 201 Town & Country Sunnyvale, CA 94088 Santa Clara County APN: 209-07-014, -015, -016, -017 and -018 Sale Data Grantor Capella Holdings LLC Grantee BRE properties Inc. Sale Date August 2010 Deed Book Page 20827105 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $19,000,000 PV of Bonds $0 Land Data Land Area (SF) 104,544 SF Land Area (Acres) 2.40 acres Zoning C-3 Proposed Units 240 Proposed Density 100.0 units per acre Shape Rectangular Corner Orientation Yes Street Frontage Capella Way; W. Washington Avenue; S. Frances Street Topography Generally level Off-Site Improvements All to site None On-Site Improvements Indicators Sale Price per SF $181.74 Sale Price per Unit $79,167 Remarks This property was acquired with the intent to construct 240 apartment units with complementary retail space; though, there were no entitlements transferred in the sale. The purchase price was $181.74 per square foot of land area. Reportedly, there was minor environmental concern that was not solved prior to the sale; however, because the property was in a highly desirable area, the buyer closed escrow and will pay to remediate the site – this reportedly did not affect the sale price. Seevers Jordan Ziegenmeyer 80 RESIDENTIAL LAND SALE 6 Property Identification Residential Land 637 East Taylor Avenue Sunnyvale, CA 94086 Santa Clara County APN: 205-29-005 Sale Data Grantor Clarum East Taylor, LLC Grantee D.R. Horton Bay, Inc. Sale Date July 2010 Deed Book Page 20796369 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $5,800,000 PV of Bonds $0 Land Data Land Area (SF) 80,586 SF Land Area (Acres) 1.85 acres Zoning M-3/ITR/R-3 – Entitled for residential development Proposed Units 36 Proposed Density 19.5 units per acre Shape Rectangular Corner Orientation No Street Frontage East Taylor Avenue Topography Generally level Off-Site Improvements All to site On-Site Improvements Paving (no value) Indicators Sale Price per SF $71.97 Sale Price per Unit $161,111 Remarks This property was entitled for 36 townhome units at the time of sale. There is an affordable housing requirement, which stipulates six units will be sold at below market rates. The seller, Clarum Homes, indicated no site work had been completed other than demolition and clearing of the site, which was previously used as a mobile home park. Seevers Jordan Ziegenmeyer 81 RESIDENTIAL LAND SALE 7 Property Identification Residential Land The Preserves at Redwood Shores Redwood City, CA 94065 San Mateo County APN: 095-460-280, -290, -300, 310, -320 & -420 Parcel map not available Sale Data Grantor Keech Properties Grantee KB Home Sale Date March 2010 (rolling option) Deed Book Page N/Av Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $40,560,000 PV of Bonds $0 Land Data Land Area (SF) 537,095 SF Land Area (Acres) 12.33 acres Zoning P – Entitled for residential development Proposed Units 156 Proposed Density 12.7 units per acre Shape Irregular No Corner Orientation Street Frontage Keech Drive Topography Generally level Off-Site Improvements All to site None On-Site Improvements Indicators Sale Price per SF $75.52 Sale Price per Unit $260,000 Remarks The Preserve at Redwood Shores is located at the intersection of Keech Drive and Whidbey Lane in Redwood City. The buyer, KB Home, has acquired 12.33 acres of land area entitled for development of 156 townhome units. There is no affordable housing requirement and all homes can be sold at market rate. We did confirm that KB Home has acquired the property and they are actively marketing homes at this project. All offsite improvements were in place at the time of sale and the buyer was responsible for constructing all onsite development. Further, the project is not encumbered with special tax/assessment lien obligations. The buyer is taking down the project in phases and the most recent closing was in March 2010. This was the second Seevers Jordan Ziegenmeyer 82 takedown to the best of our knowledge, with the first transpiring in September 2009. While these items were confirmed through public records, the project’s sales office and representatives of Redwood City and the City website, we could not confirm the sale price or the specific terms of the acquisition. We spoke with the land acquisition manager at KB Home, who indicated the sale price and terms of the acquisition are highly confidential and that it was crucial for the builder’s competitive advantage to keep the details of this transaction hidden from the public. The KB Home representative also stated that no parties other than the buyer and seller are privy to the exact terms of the acquisition and that information obtained about this transaction from any other party was pure speculation. The sale price reported above is based on our conversations with parties, including brokers and other market participants, who are aware of the transaction, but were not directly involved. Thus, the parties reported what they believed to be the terms and sale price, but could not provide final confirmation. As noted previously, we contacted both the buyer and seller in this transaction but could not get confirmation. It is believed Keech Development has the right to collect 6% of the total revenue from home sales, premiums and upgrades. If this is confirmed to be true and accurate, it would constitute a revenue sharing agreement that would cost the buyer 6% of every home sale. Consequently, the effective sale price of the land would be greater than $260,000, assuming the negotiated sale price and the revenue sharing agreement are confirmed to be true. Seevers Jordan Ziegenmeyer 83 RESIDENTIAL LAND SALE 8 Property Identification Residential Land 1840 Ogden Drive Burlingame, CA 94010 San Mateo County APN: 025-121-130 Sale Data Grantor Burlingame Hills Manor, LLC Grantee Mill Ogden Villa, LLC Sale Date September 2009 Deed Book Page 1122466 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $7,180,000 PV of Bonds $0 Land Data Land Area (SF) 38,768 SF Land Area (Acres) 0.89 acre Zoning TW; Entitled for Residential Development Proposed Units 45 Proposed Density 50.6 units per acre Shape Rectangular Corner Orientation No Street Frontage Ogden Drive Topography Generally level Off-Site Improvements All to site On-Site Improvements Office building (no value) Indicators Sale Price per SF $185.20 Sale Price per Unit $159,556 Remarks This property was approved for a 45-unit residential condominium project at the time of sale and included completed architectural plans. The project will consists of seven one-bedroom units, 32 two-bedroom units and six three-bedroom units. Five units are required to be offered at below market rates. Reportedly, this property was marketed for $8,495,000 for about one year prior to selling. An older 14,700 square foot office building was in place at the time of sale and needed to be razed prior to construction. Seevers Jordan Ziegenmeyer 84 Analysis and Conclusion The comparable sales collected for this analysis are considered sufficient for purposes of estimating market value for the subject’s underlying residential land component. Based on the data analyzed herein, and the correlation of sale price to the various units of comparison, e.g., land area, number of units and density, the unit of comparison used for this analysis is the sale price per square foot of land area. In order to value the subject’s residential Blocks, the comparable transactions were adjusted based on the profile of the subject site with regard to categories that affect market value. If a comparable has an attribute that is considered superior to that of the subject, it is adjusted downward to negate the effect the item has on the price of the comparable. The opposite is true of categories that are considered inferior to the subject and are adjusted upward. In order to isolate and quantify the adjustments on the comparable sales data, percentage or dollar adjustments are considered appropriate. At a minimum, the appraiser considers the need to make adjustments for the following items: Property Rights Conveyed Financing Terms Conditions of Sale (motivation) Market Conditions (time) Expenditures After Sale Location Physical Features A paired sales analysis is performed in a meaningful way when the quantity and quality of data are available. However, as a result of the limited data present in the market, many of the adjustments require the appraiser’s experience and knowledge of the market and information obtained from those knowledgeable and active in the marketplace. A detailed analysis involving each of these factors and the value conclusion for the subject is presented below. Property Rights Conveyed In transactions of real property, the rights being conveyed vary widely and have a significant impact on the sales price. As previously noted, the opinion of value in this report is based on a fee simple estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat; as well as non-detrimental easements, and conditions, covenants and restrictions (CC&Rs). The impact of bond indebtedness, community facility districts and assessment districts, is considered in our analysis. The subject and all the comparables represent fee simple estate transactions. Therefore, adjustments for this factor are not necessary. Seevers Jordan Ziegenmeyer 85 Financing Terms In analyzing the comparables, it is necessary to adjust for financing terms that differ from market terms. Typically, if the buyer retained third party financing (other than the seller) for the purpose of purchasing the property, a cash price is presumed and no adjustment is required. However, in instances whereby the seller provides financing as a debt instrument, a premium may have been paid by the buyer for below market financing terms or a discount may have been demanded by the buyer if the financing terms were above market. The premium or discounted price must then be adjusted to a cash equivalent basis. The comparable sales are understood to be cash to the seller transactions and, therefore, do not require adjustments. Conditions of Sale (motivation) Adverse conditions of sale can account for a significant discrepancy from the sales price actually paid compared to that of the market. This discrepancy in price is generally attributed to the motivations of the buyer and the seller. Certain conditions of sale are considered to be non-market and may include the following: A seller acting under duress, A lack of exposure to the open market, An inter-family or inter-business transaction for the sake of family or business interest, An unusual tax consideration, A premium paid for site assemblage, A sale at legal auction, or An eminent domain proceeding. All of the comparable transactions were arms-length and do not require a conditions of sale adjustment. Expenditures after Sale For Comparables 2, 3, 4 and 7 no additional expenditures were indicated after their respective sale dates. As such, no adjustments are applied to these comparables for this element of comparison. However, Comparables1, 6 and 8 had site and structural improvements in place at the time of sale, which require demolition to create a vacant site that is ready for development. The structural improvements are judged to have no contributory value and, as such, the Comparables are adjusted upward to account for the cost of demolition. Reportedly, Comparable 5 had minor environmental concerns that were not solved prior to the sale; however, because the property was in a highly desirable area, the buyer closed escrow on the site and will pay to remediate the property – this reportedly did not affect the sale price; thus, no adjustment is made. No other adjustments are warranted for expenditures after sale. Seevers Jordan Ziegenmeyer 86 Market Condition (time) Market conditions generally change over time, but the date of this appraisal is for a specific point in time. Therefore, in an unstable economy, one that is undergoing changes in the value of the dollar, interest rates and economic growth or decline, extra attention needs to be paid to assess changing market conditions. Significant monthly changes in price levels can occur in several areas of a municipality, while prices in other areas remain relatively stable. Although the adjustment for market conditions is often referred to as a time adjustment, time is not the cause of the adjustment. In evaluating market conditions, changes between the comparable sales date and the effective date of this appraisal may warrant adjustment; however, if market conditions have not changed, then no adjustment is required. While the residential market was in an expansionary period during the years of 2000 to 2007, it contracted through 2009/2010, especially as a result of the financial crisis of the latter half of 2008. However, over the past two years, nearly all market participants surveyed have reported that conditions have improved for residential housing, with particular emphasis on for-rent product. In fact, according to Marcus & Millichap’s Apartment Market Report, Third Quarter 2012, over the past year, the average rent has increased by 15% at projects with 100 or more units, and 16% at projects with fewer than 100 units. Similarly, according to various commercial brokers/developers involved in multifamily housing in San Mateo County, capitalization rates have continued to fall over the past year, with the average overall capitalization rate in San Mateo County at 5.27%. In addition to rising rents and the stabilization of vacancy rates, financing has become more accessible for investors, and multifamily properties in desirable locations are receiving multiple offers. Nearly all market participants surveyed believe that 2009 was the low point for multifamily housing in the region, given that the market was essentially frozen due to overall uncertainty in the economy and in the capital markets. With respect to for-sale residential product, the number of single-family homes sold in the city of San Mateo decreased year-over-year, as inventory declined; though, prices increased between 2.5% and 30.3% in the city. Reports suggest the Bay Area region is exhibiting signs of stabilization and, in some areas, recovery, as prices and/or rents rise in certain submarkets. Based upon the discussion above, slight upward adjustments for market conditions are applied to Sales 5 through 8, which transferred between September 2009 and August 2010. Location The subject is located in the City of San Mateo, in San Mateo County, near the Highway 101/Highway 92 interchange, both major transportation arterials in the San Francisco Bay Area peninsula. Additionally, the subject’s location proximate to the Caltrain is considered a highly Seevers Jordan Ziegenmeyer 87 desirable location attribute. Comparables 1 and 8 are also located proximate to these transportation facilities – no adjustments are necessary. Comparable 7 is located east of the subject property in Redwood City and is situated close to the Bay. While this project does receive premiums for Bay views, it does not enjoy the same level of proximity to transportation and significant commercial services the subject property offers; thus, an upward adjustment is merited. Comparables 3 and 5 are located in downtown Sunnyvale and are considered similar in terms of location attributes as the subject property. Comparable 6 is located in an inferior area of Santa Clara County, in an area with generally lower home values when compared to the subject property and warrants an upward adjustment. Conversely, Comparables 2 and 4 are located in the redeveloping Mission Bay neighborhood of San Francisco, proximate to AT&T Park, the University of California San Francisco campus and the San Francisco Bay. These Comparables are considered superior to the subject property in terms of location attributes and merit downward adjustments. Physical Features The physical characteristics of a property can impact the selling price. Those that may impact value include the following: Project Density (Units Per Acre) When analyzing land sales on a price per square foot basis, projects with lower densities transferred for less per square foot than projects with higher densities, all else being equal. In total, the subject property offers a project density of 26.7 units per acre (832 units ÷ 31.07 acres), and range between 7.82 and 50.16 units per acre. Therefore, in comparison to the subject parcels, comparables offering a proposed density significantly greater than the density for the subject are adjusted downward and vice versa. Land Area (Economies of Scale) In terms of land area, the comparables range between 0.89-acre and 12.33 acres. The subject parcels range in size between 1.089 acres and 4.38 acres. Comparable 10 is significantly larger than the subject property and warrants an upward adjustment. Larger parcels tend to sell for less per square foot than smaller parcels, all else being equal. Offsite Improvements The retail value of each of the subject’s residential Blocks is valued in this section, which assumes completion of all offsite improvements in place (deductions for remaining site improvements associated with the Blocks held by the master developer will be made in the expenses section of the Seevers Jordan Ziegenmeyer 88 discounted cash flow analysis; whereas, all offsite improvements are in place for the two parcels (Blocks 3.1 and 3.2) sold to merchant builders). The comparables possess similar offsite improvements; thus, an adjustment for offsite improvements is not necessary. Site Utility/Topography Differences in shape, topography, drainage or soil conditions can affect the utility and, therefore, the market value of a property. The subject property exhibits average site utility, with an irregular shape, level topography and no major impediments to development. In comparison to the subject, the land sales appear to offer similar site utility/topography, with no adjustments warranted. Zoning/Entitlements All of the comparables have similar zoning to the subject property and do not require adjustment, and, overall, the comparables used in this analysis are considered the best and most recent available for comparison to the subject property. The subject property has an inclusionary housing requirement in which the owner/developer is obligated to set aside a minimum of ten percent (10%) of the residential units on a Block-by-Block basis for occupancy by, and being affordable to, moderate or lower income households. Comparables 3 and 5 also required units to be set aside for inclusionary housing. Comparables 3 and 5 did not have entitlements in place at the time of sale; however, the City of Sunnyvale has a Below Market Rate (BMR) Program for new development requiring 12.5% of for-sale units and 15% of for-rent units be set aside for BMR units; thus, in comparison to the subject property, a slight upward adjustment is warranted for these sales. It is expected Comparable 1, which is also located in the city of San Mateo, would have a similar inclusionary housing requirement as the subject; thus, no adjustment is necessary. Comparable 7 does not have an inclusionary housing requirement; thus, a slight downward adjustment is considered reasonable. Comparables 2 and 4, which are both located in the city of San Francisco, have an inclusionary housing requirement in which the owner/developer is obligated to set aside a minimum of fifteen percent (15%) of the residential units on a Block-by-Block basis for occupancy by, and being affordable to, moderate or lower income households; thus, in comparison to the subject property, a slight upward adjustment is warranted for these sales. Conclusion of Value – Residential Land Component The market data analyzed herein reflects a range in value of $71.97 to $568.12 per square foot (inclusive of bonds), with the upper end of the range characterized by land sales within the Mission Bay area of San Francisco, both of which allow for high rise multifamily development with significantly higher densities when compared to the subject property. Based on the preceding discussion, and considering the specifics of the subject property’s residential land parcels, in particular, the subject’s Seevers Jordan Ziegenmeyer 89 location in San Mateo with proximity to major transportation, a conclusion of land value of $170 per square foot is considered reasonable for the subject’s residential land component. Applying this value per square foot to the residential land parcels (Blocks) held by the master developer results in the following component aggregate retail value: Parcel # of Units Residential Land/Potential Units - Res 1 108 Residential Land/Potential Units - Res 2 80 Residential Land/Potential Units - Res 3.1b 50 Residential Land/Potential Units - Res 4 71 Residential Land/Potential Units - Res 5 76 Residential Land/Potential Units - Res 6 54 Residential Land/Potential Units - Res 7 158 Residential Land/Potential Units - Res 8 74 Residential Land/Potential Units - Res 9.1 24 Residential Land/Potential Units - Res 9.2 31 Total: 726 Acres Value / SF 2.156 $170 2.999 $170 1.910 $170 1.649 $170 3.864 $170 1.089 $170 2.397 $170 3.571 $170 3.069 $170 $170 1.619 24.323 Extension $ 15,970,000 $ 22,210,000 $ 14,140,000 $ 12,210,000 $ 28,610,000 $ 8,060,000 $ 17,750,000 $ 26,440,000 $ 22,730,000 $ 11,990,000 $ 180,110,000 The above component values will be incorporated into the discounted cash flow analysis later in this report to derive the market value for the ownership held by the master developer. Whereas, Blocks 3.1a and 3.2 have transferred ownership to individual merchant builders, and the market values for each ownership interest are shown below: Parcel Residential Land/Potential Units - Res 3.1a Residential Land/Potential Units - Res 3.2 # of Units Acres Value / SF Extension 43 1.820 $170 $ 13,480,000 63 3.040 $170 $ 22,510,000 Seevers Jordan Ziegenmeyer 90 COMMERCIAL/MIXED-USE LAND COMPONENT – SALES COMPARISON APPROACH In this section the market value of the subject’s office and mixed-use land components, which comprise 18.55± acres, will be estimated by analyzing sales of similar office/commercial land in the region. The subject property is subdivided into five developable Office Blocks (Stations) and four Mixed-Use Blocks. The underlying premise of the sales comparison approach is the market value of a property is directly related to the price of comparable, competitive properties in the marketplace. In the sales comparison approach, the market value of the subject property will be estimated by a comparison to similar properties that have recently sold, are listed for sale or are under contract. The proper application of this approach requires obtaining recent sales data for comparison with the subject property. In order to assemble the comparable sales, we searched public records and other data sources for leads, then confirmed the raw data obtained with parties directly related to the transactions (primarily public records, brokers, buyers and sellers). For the subject’s office (Station) component, the underlying land is most commonly analyzed on a price per developable floor area (FAR), which will be the basis of the analysis herein. Consideration is given to factors such as property rights conveyed, financing, conditions of sale, and market appreciation or depreciation since the date of sale. Differences in physical characteristics, such as location, floor area ratio, land area, offsite improvements, site utility/topography, and zoning/entitlements are considered in the analysis. The entire data set will then be used to value this land use component. Nine sales have been identified as being representative of the market and it is believed the sales data collected is sufficient for comparison to the subject property and pertinent to the valuation of the subject land. The data from the comparable sales is summarized in the table below, followed by a location map. Seevers Jordan Ziegenmeyer 91 COMMERCIAL LAND SALES Price per SF FAR (SF) M3 $59.31 209,500 $84.73 Office 14.00 609,840 CG $455.86 2,000,000 $139.00 Office $8,000,000 1.03 44,867 DC $178.31 134,600 $59.44 Parking Lot May-10 $12,000,000 1.49 64,904 DC $184.89 194,713 $61.63 Parking Lot 5 384 Santa Trinita Avenue Sunnyvale, Santa Clara County APNs: 205-24-001 Oct-09 $11,888,000 4.56 198,634 M1 $59.85 99,317 $119.70 Office 6 100 Middlefield Road Menlo Park, San Mateo County APNs: 062-272-620, -630 Nov-08 $1,900,000 0.52 22,781 C-1-A $83.40 7,500 $253.33 Office 7 399 W. Java Drive & 1333 Bordeaux Drive Sunnyvale, Santa Clara County APNs: 110-26-033 & -047 Feb-08 $21,546,432 6.87 299,257 M3 $72.00 209,500 $102.85 Office 8 Stevens Creek Blvd. at N. Tantau Avenue Cupertino, Santa Clara County APNs: 316-20-078, -079 & -085 Feb-08 $53,500,000 17.41 758,380 PD $70.55 454,897 $117.61 Office/Retail 9 900 Franklin Lane San Mateo, San Mateo County APNs: 040-010-190 Oct-07 $18,000,000 4.22 183,901 SP $97.88 64,700 $278.21 Office No. Property Identification Land Area (Acre / SF) Zoning Sale Date Sale Price 1 399 W. Java Drive & 1333 Bordeaux Drive Sunnyvale, Santa Clara County APNs: 110-26-033 & -047 Nov-10 $17,750,000 6.87 299,257 2 Mission Bay Lots 26 & 27 (portion) and Lots 29-34 San Francisco, San Francisco County APN: 8721-029, -033; 8722-001 and 8725-001 Oct-10 $278,000,000 3 8 E San Fernando Street San Jose, Santa Clara County APN: 467-22-142 May-10 4 285 S. Market Street San Jose, Santa Clara County APN: 259-42-080 Seevers Jordan Ziegenmeyer Price Proposed/Existing per FAR Use 92 COMMERCIAL LAND SALES MAP Seevers Jordan Ziegenmeyer 93 COMMERCIAL LAND SALE 1 Property Identification Commercial Land 399 W. Java Avenue & 1333 Bordeaux Drive Sunnyvale, CA 94085 Santa Clara County APN: 110-26-033 & -047 Sale Data Grantor 399 West Java Drive LLC Grantee Yahoo Inc. November 2010 Sale Date Deed Book Page 20992619 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $17,750,000 PV of Bonds $0 Land Data Land Area (SF) 299,257 SF Land Area (Acres) 6.87 acres Floor Area Ratio (FAR) 209,500 SF Zoning M3 Shape Irregular Corner Orientation Yes Street Frontage Bordeaux Drive; West Java Drive Topography Generally level Off-Site Improvements All to site On-Site Improvements No Indicators Sale Price per SF $59.31 Sale Price per Acre $2,583,697 Sale Price per FAR $84.73 Remarks This comparable represents a recent sale of 6.87 acres of land permitted for the construction of 209,500 square feet of office space. The buyer, Yahoo, owns the adjacent property to the west. The property is located on a light rail line in walking distance to a transit station. The prior sale of this comparable is also described as Comparable 7. Seevers Jordan Ziegenmeyer 94 COMMERCIAL LAND SALE 2 Property Identification Commercial Land Mission Bay Lots 26 & 27 (portion) and Lots 29-34 San Francisco, CA 94107 San Francisco County APN: 8721-029, -033; 8722-001 and 8725-001 Sale Data Grantor ARE-San Francisco 22 LLC (Alexandria Real Estate Equities, Inc.) Bay Jacaranda No. 2932, LLC (Salesforce.com) October 2010 J073279 Fee Simple Market Cash Equivalent $278,000,000 $17,869,463 (estimated) Grantee Sale Date Deed Book Page Property Rights Conditions of Sale Financing Terms Sale Price PV of Bonds Land Data Land Area (SF) 609,840 SF Land Area (Acres) 14.0 acres Floor Area Ratio (FAR) 2,000,000 SF Zoning MB-RA, Mission Bay Redevelopment Area Shape Irregular Corner Orientation Yes Street Frontage 3rd Street; 16th Street Topography Generally level Off-Site Improvements All to site On-Site Improvements No Indicators Sale Price per SF $455.86 ($485.16 – inclusive of bonds) Sale Price per Acre $19,857,143 ($21,133,533 – inclusive of bonds) $139.00 ($147.93 – inclusive of bonds) Sale Price per FAR Remarks This comparable represents the November 2010 acquisition by Salesforce.com of 14 acres of land situated in the Mission Bay redevelopment area of San Francisco, just south of AT&T Park. The buyer paid $278,000,000, plus the assumption of bonds, for the construction of a new headquarters campus for the technology company. The FAR allowance is two million square feet, implying a price per FAR of $139. Seevers Jordan Ziegenmeyer 95 COMMERCIAL LAND SALE 3 Property Identification Commercial Land 8 East San Fernando Street San Jose, CA 95113 Santa Clara County APN: 467-22-142 Sale Data Grantor Redevelopment Agency of the City of San Jose Grantee Sobrato Interests III, LP Sale Date May 2010 Deed Book Page 20722602 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $8,000,000 PV of Bonds $0 Land Data Land Area (SF) 44,867 SF Land Area (Acres) 1.03 acres Floor Area Ratio (FAR) 134,600 SF Zoning DC Shape Rectangular Corner Orientation Yes Street Frontage 1st Street; 2nd Street; San Fernando Street Topography Generally level Off-Site Improvements All to site On-Site Improvements Paving (parking lot) Indicators Sale Price per SF $178.31 Sale Price per Acre $7,766,990 Sale Price per FAR $59.44 Remarks This comparable represents the May 2010 sale of a parking lot in downtown San Jose by the City Redevelopment Agency. The lot is across the street from the Knight Ridder building at the corner of South First Street. The new owners reportedly will continue to use the property as a parking lot until the market turns and will re-evaluate the usage of the land. According to the City of San Jose zoning code, the FAR allowance is 3:1, implying a building of 134,600 square feet can be constructed. Seevers Jordan Ziegenmeyer 96 COMMERCIAL LAND SALE 4 Property Identification Commercial Land 285 South Market Street San Jose, CA 95113 Santa Clara County APN: 259-42-080 Sale Data Grantor Redevelopment Agency of the City of San Jose Grantee Sobrato Interests III, LP Sale Date May 2010 Deed Book Page 20722600 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $12,000,000 PV of Bonds $0 Land Data Land Area (SF) 64,904 SF Land Area (Acres) 1.49 acres Floor Area Ratio (FAR) 194,713 SF Zoning DC Shape Rectangular Corner Orientation Yes Street Frontage South 1st Street; South Market Street; E. San Carlos Street Topography Generally level Off-Site Improvements All to site On-Site Improvements Paving (parking lot) Indicators Sale Price per SF $184.89 Sale Price per Acre $8,053,691 Sale Price per FAR $61.63 Remarks This comparable represents the May 2010 sale of a parking lot in downtown San Jose by the City Redevelopment Agency. The lot is opposite the civic auditorium and across the street from Cesar Chavez plaza and the San Jose Convention Center. The new owners reportedly will continue to use the property as a parking lot until the market turns and will re-evaluate the usage of the land. The FAR allowance is 3:1, implying a building of 194,713 square feet can be constructed. Seevers Jordan Ziegenmeyer 97 COMMERCIAL LAND SALE 5 Property Identification Commercial Land 384 Santa Trinita Avenue Sunnyvale, CA 94085 Santa Clara County APN: 205-24-001 Sale Data Grantor TMG-Santa Trinita LLC Grantee Santa Trinita Office LLC Sale Date October 2009 Deed Book Page 20470130 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $11,888,000 PV of Bonds $0 Land Data Land Area (SF) 198,634 SF Land Area (Acres) 4.56 acres Floor Area Ratio (FAR) 99,317 SF Zoning M1 Shape Generally Rectangular Corner Orientation Yes Street Frontage Santa Trinita Avenue; Kern Avenue Topography Generally level Off-Site Improvements All to site On-Site Improvements None Indicators Sale Price per SF $59.85 Sale Price per Acre $2,607,018 Sale Price per FAR $119.70 Remarks This comparable is the October 2009 sale of a vacant parcel in Sunnyvale, Santa Clara County. The property is approved for the construction of a 99,317 square foot building, which implies a price per FAR of $119.70. Seevers Jordan Ziegenmeyer 98 COMMERCIAL LAND SALE 6 Property Identification Commercial Land 100 Middlefield Road Menlo Park, CA 94025 San Mateo County APN: 062-272-620 and -630 Sale Data Grantor Richard J. & Denise L. Beale Grantee 100 Middlefield Road Properties, LLC Sale Date September 2008 Deed Book Page 123856 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $1,900,000 PV of Bonds $0 Land Data Land Area (SF) 22,781 SF Land Area (Acres) 0.52 acre Floor Area Ratio (FAR) 7,500 SF Zoning C-1-A Shape Generally Rectangular Corner Orientation Yes Street Frontage Middlefield Road; Willow Road Topography Generally level Off-Site Improvements All to site On-Site Improvements None Indicators Sale Price per SF $83.40 Sale Price per Acre $3,653,846 Sale Price per FAR $253.33 Remarks This property was originally listed for $2.975 million and was on the market for one year. The property was formerly improved with a Chevron gas station. The FAR is 0.40, though the property sold with entitlements for a 7,500 square foot office building. No structures or tanks were on the site. Seevers Jordan Ziegenmeyer 99 COMMERCIAL LAND SALE 7 Property Identification Commercial Land 399 W. Java Avenue & 1333 Bordeaux Drive Sunnyvale, CA 94085 Santa Clara County APN: 110-26-033 & -047 Sale Data Grantor Pritzger Realty Group Grantee TMG-Moffett (The Martin Group) Sale Date February 2008 Deed Book Page 20992619 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $21,546,432 PV of Bonds $0 Land Data Land Area (SF) 299,257 SF Land Area (Acres) 6.87 acres Floor Area Ratio (FAR) 209,500 SF Zoning M3 Shape Irregular Corner Orientation Yes Street Frontage Bordeaux Drive; West Java Drive Topography Generally level Off-Site Improvements All to site On-Site Improvements No Indicators Sale Price per SF $72.00 Sale Price per Acre $3,136,307 Sale Price per FAR $102.85 Remarks This comparable is the February 2008 sale of 6.87 acres of land in Sunnyvale, adjacent to Yahoo. The site has an allowable density up to 0.70 FAR, and was later approved for 209,500 square feet of office space. The property is located on a light rail line in walking distance to a transit station. Seevers Jordan Ziegenmeyer 100 COMMERCIAL LAND SALE 8 Property Identification Commercial Land Stevens Creek Boulevard at N. Tantau Avenue Cupertino, CA 95014 Santa Clara County APN: 316-20-078, -079 & -085 Sale Data Grantor Grantee Sale Date Deed Book Page Property Rights Conditions of Sale Financing Terms Sale Price PV of Bonds Land Data Land Area (SF) Land Area (Acres) Floor Area Ratio (FAR) Zoning Shape Corner Orientation Street Frontage Hewlett-Packard 500 Forbes LLC February 2008 19740580 Fee Simple Market Cash Equivalent $53,500,000 $0 758,380 SF 17.41 acres 454,897 SF PD Irregular Yes Finch Ave.; Vallco Pkwy.; Stevens Creek Blvd.; N. Tantau Ave. Generally level All to site None Topography Off-Site Improvements On-Site Improvements Indicators Sale Price per SF $70.55 Sale Price per Acre $3,072,947 Sale Price per FAR $117.61 Remarks This property is the February 2008 sale of 17.41 acres of land in Cupertino, across the street from April Inc. The estimated FAR for the site is 0.60, the property was proposed for the construction of 454,897 square feet of office space, implying a sale price per FAR of $117.61. Seevers Jordan Ziegenmeyer 101 COMMERCIAL LAND SALE 9 Property Identification Commercial Land 900 Franklin Lane San Mateo, CA 94403 San Mateo County APN: 040-010-190 Sale Data Grantor Bay Meadows Gateway Investors Grantee Kaiser Foundation Health Plan Sale Date October 2007 Deed Book Page 155207 Property Rights Fee Simple Conditions of Sale Market Financing Terms Cash Equivalent Sale Price $18,000,000 PV of Bonds $0 Land Data Land Area (SF) 183,901 SF Land Area (Acres) 4.22 acres Floor Area Ratio (FAR) 64,700 SF (constructed) Zoning SP Shape Irregular Corner Orientation Yes Street Frontage Franklin Parkway; Saratoga Drive; Hillsdale Boulevard Topography Generally level Off-Site Improvements All to site On-Site Improvements None Indicators Sale Price per SF $97.88 Sale Price per Acre $4,265,403 Sale Price per FAR $278.21 Remarks This comparable is the sale of an irregularly-shaped parcel located in Phase I of the Bay Meadows redevelopment area. The buyer planned, and subsequently completed, a 64,700 square foot medical office building on the site; though, the property was permitted for a maximum of 245,000 square feet. Seevers Jordan Ziegenmeyer 102 Analysis and Conclusion The comparable transactions are adjusted based on the profile of the subject parcels with regard to categories that affect market value. If a comparable has an attribute that is considered superior to that of the subject, it is adjusted downward to negate the effect the item has on the price of the comparable. The opposite is true of categories considered inferior to the subject. Percentage or dollar adjustments are considered appropriate in order to isolate and quantify the adjustments on the comparable sales data. At a minimum, the appraiser considers adjustments for the following items: Property rights conveyed Financing terms Conditions of sale (motivation) Expenditures after sale Market conditions Physical features A paired sales analysis is performed in a meaningful way when the quantity and quality of data are available. However, many of the adjustments require the appraiser’s experience and knowledge of the market and information obtained from those knowledgeable and active in the marketplace. A discussion involving each of these factors is presented as follows: Property Rights Conveyed In transactions of real property, the rights being conveyed vary widely and have a significant impact on the sales price. The opinion of value in this report is based on a fee simple estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat, as well as non-detrimental easements, community facility districts and conditions, covenants and restrictions (CC&Rs). All of the comparables represent fee simple estate transactions. Therefore, adjustments for property rights are not necessary. Financing Terms In analyzing the comparables, it is necessary to adjust for financing terms that differ from market terms. Typically, if the buyer retained third party financing (other than the seller) for the purpose of purchasing the property, a cash price is presumed and no adjustment is required. However, in instances where the seller provides financing as a debt instrument, a premium may have been paid by the buyer for below market financing terms or a discount may have been demanded by the buyer if the financing terms were above market. The premium or discounted price must then be adjusted to a cash equivalent basis. All of the comparable sales represented cash to the seller transactions and, therefore, do not require adjustments. Seevers Jordan Ziegenmeyer 103 Conditions of Sale Adverse conditions of sale can account for a significant discrepancy from the sales price actually paid compared to that of the market. This discrepancy in price is generally attributed to the motivations of the buyer and the seller. Certain conditions of sale are considered to be non-market and may include the following: A seller acting under duress, A lack of exposure to the open market, An inter-family or inter-business transaction for the sake of family or business interest, An unusual tax consideration, A premium paid for site assemblage, A sale at legal auction, or An eminent domain proceeding. All of the comparable transactions were arms-length and do not require a conditions of sale adjustment. Expenditures After Sale This category includes all costs required after the transaction. None of the comparables were reported to have expenditures after sale. Market Conditions Market conditions generally change over time, but the date of value is for a specific point in time. Therefore, in an unstable economy, one that is undergoing changes in the value of the dollar, interest rates and economic growth or decline, extra attention needs to be paid to assess changing market conditions. Significant changes in price levels can occur in several areas of a municipality, while prices in other areas remain relatively stable. Although the adjustment for market conditions is often referred to as a time adjustment, time is not the cause of the adjustment. In evaluating market conditions, changes between the comparable sales date and the effective date of this appraisal may warrant adjustment; however, if market conditions have not changed, then no adjustment is required. According to brokerage reports by Cassidy Turley and Colliers International, the office market recovery continues in San Mateo County. Not only has the vacancy rate declined significantly over the past 18 months, but overall leasing activity has returned to pre-recession levels. The overall vacancy rate for the office market was 13.9% in Third Quarter 2012, up slightly from 13.2% at the end of 2011. The market recorded positive net absorption in the years 2010 and 2011 of about Seevers Jordan Ziegenmeyer 104 375,000 and 1.1 million square feet, respectively. Through the first three quarters of 2012, net absorption was negative 240,300 square feet. However, Cassidy Turley reports that “this is despite the fact that demand is actually on the increase. We are currently tracking just under 2.6 million square feet of user requirements in the marketplace that could translate into deals over the next 24 months. This number has increased by 18% over the past three months.” Most of the demand is coming from tech users, including software/internet companies and life science businesses. According to Terranomics, a division of BT Commercial, the retail market has shown signs of strength and improvement over the past several quarters. As reported by Terranomics in the San Mateo County Shopping Centers Report Q3-2012, the overall vacancy rate for the retail market was 3.6% in Third Quarter 2012, up from 3.0% in the previous quarter. Retail vacancy remains very tight and demand from retailers has been strong. According to Terranomics, demand is strongest for firsttier shopping centers (typically anchored centers in urban locations with high visibility), which are seeing the highest levels of deal activity. There have been limited, comparable land transactions in the Peninsula in 2011 and 2012; though, this is likely due to the scarcity of supply and the limited amount of properties available on the market. As a result, sales activity for vacant parcels in the subject’s immediate area is very limited. However, within the last 24 months the market has witnessed some of the largest land transactions in recent history. While most transactions represent purchases by speculators looking to hold for future development or sell at a later date rather than develop in the near-term, there are transactions occurring with owner/users intending to develop in the near term. As discussed in detail in the Market Overview sections earlier in this report, market activity suggests the commercial market has reached stabilization, with signs of recovery in certain segments of the market. Based on the discussion above, slight downward adjustments are made to Comparable 6 through 9, all of which sold between October 2007 and November 2008. Physical Characteristics The physical characteristics of a property can impact the selling price. Those that may impact value are discussed as follows. Location The subject is considered to possess a good location for commercial development. The subject property comprises Phase II of the Bay Meadows Redevelopment Area; Phase I was developed with a mix of office, retail and residential development and is located immediately east of the subject property. The largest commercial user in Phase I is the Franklin Templeton Investments campus, a Seevers Jordan Ziegenmeyer 105 six building office park with entitlements for two additional office buildings. Just southwest of the subject property is the Hillsdale Shopping Center. Separating the subject property from South El Camino Real, a major north/south arterial in San Mateo County, is the Caltrain, a railroad line owned and operated by the Peninsula Corridor Joint Powers Board, which consists of representatives from San Francisco, San Mateo and Santa Clara counties and links Gilroy (Santa Clara County) in the south with San Francisco in the north. The train service is an integral part of linking the employment centers of the Peninsula and Silicon Valley with average weekly ridership as of February 2011(reported annually each year) of 41,442. Most of the Comparables are considered to have a good location when compared to the subject property, with proximity to transportation and commercial services; thus, no adjustments are necessary for location. Comparable 2 is located in San Francisco, in the Mission Bay redevelopment area, which is considered slightly superior to the subject property and merits a slight downward adjustment. Visibility/Accessibility The visibility and accessibility of a property can have a direct impact on property value. For example, if a property is landlocked, this is considered to be an inferior position compared to a property with open accessibility. However, if a property has good visibility or is in proximity to major linkages, this is a superior amenity in comparison to a property with limited visibility. The subject property has a good level of visibility/accessibility from major transportation routes in the region, with proximity to Highways 101 and 92, and immediate access to the aforementioned Caltrain. The Comparables are considered to offer similar levels of visibility and accessibility. No adjustments are applied. Land Area The market generally exhibits an inverse relationship between parcel area and price per square foot such that larger parcels sell for a lower price per square foot than smaller parcels, all else being equal. For purposes of analysis, in comparison to the subject’s office parcels, Comparables 2 and 8 merit upward adjustments for the discrepancy in land area when compared to the subject’s generally smaller parcels. Zoning Similar to the subject property, all of the sales have zoning permitting a variety of commercial development (office and retail). No adjustments are applied. Seevers Jordan Ziegenmeyer 106 Site Utility Differences in shape, topography, drainage or soil conditions can affect the utility and, therefore, the market value of undeveloped land. The subject parcels offer generally level topography and average overall site utility. All of the comparables are considered to have similar site utility, with no adjustments applied for this factor. On-Site Improvements The subject property has no on-site improvements in place. Comparables 3 and 4 sold as existing parking lots with asphalt paving in place, and the developer intends to use the sites as parking lots for an interim use, until construction of the properties is feasible; thus, no adjustments are warranted. Conclusion of Value – Commercial Land Component Market participants report office land is analyzed on a price per floor area (FAR), as a buyer’s ability to construct office square footage is the overwhelming driving force in the market in light of the limited supply of developable land. This is demonstrated by Comparable 2, which contained only 14 acres of land, but was permitted to construct up to two million square feet of office space, ultimately driving the price paid for the land. The market data analyzed herein reflects a range in value of $59.44 to $278.21 per square foot of FAR. As with the Residential Land component analyzed previously, it’s worth noting the highest land sale comparable also included the assumption of bonds, like the subject property, suggesting the market is receptive to the financing mechanism for completing infrastructure improvements. The subject property contains five parcels designated for office development, which range in size from 1.43 to 2.77 acres. Based on the preceding discussion, and considering the specifics of the subject property’s office land parcels, a conclusion of land value of $140 per square foot of floor area (FAR) is considered reasonable for the subject’s office component. The subject property offers four mixed-use land parcels ranging in size from 1.4 acres to 3.76 acres. Though the development agreement allows for these parcels to be constructed with additional office space, the existing entitlements include a mix of retail, office and residential uses contained with each building. The Comparables reflect an unadjusted range of $59.31 to $455.86 per square foot of land area. Excluding the outliers, the range narrows to $70.55 to $184.89 per square foot. Based on the analysis above, a conclusion of land value of $110 per square foot for the larger (2.76 acre) parcel and $130 per square foot for the smaller parcels is considered reasonable. Applying these values to the subject’s office and mixed use land parcels results in the following component aggregate retail values: Seevers Jordan Ziegenmeyer 107 Component Station 1 Station 2 Station 3 Station 4 Station 5 Total - Station Land Component Component MU 1 MU 2 MU 3 MU 4 Total - MU Land Component Total Acres 2.77 2.58 2.31 2.39 1.43 11.48 FAR Value / FAR Extension (Rd.) 101,704 $140 $14,240,000 189,103 $140 $26,470,000 173,866 $140 $24,340,000 209,861 $140 $29,380,000 95,000 $140 $13,300,000 $107,730,000 Total Acres Total SF 2.76 163,698 1.76 76,578 1.51 65,819 1.05 60,984 7.07 Value / SF $110 $130 $130 $130 Extension (Rd.) $18,010,000 $9,960,000 $8,560,000 $7,930,000 $44,460,000 Total Sales Revenue The total sales revenue (aggregate retail value) of the subject components held by the ownership of the master developer, derived in the prior section, is restated below and will serve as the revenue component of the DCF. Total Units Component Total Acres Residential Land/Potential Units - Res 1 108 Residential Land/Potential Units - Res 2 80 Residential Land/Potential Units - Res 3.1b 50 Residential Land/Potential Units - Res 4 71 Residential Land/Potential Units - Res 5 76 Residential Land/Potential Units - Res 6 54 Residential Land/Potential Units - Res 7 158 Residential Land/Potential Units - Res 8 74 Residential Land/Potential Units - Res 9.1 24 Residential Land/Potential Units - Res 9.2 31 Total - Residential Land Component 726 Station 1 2.77 Station 2 2.58 Station 3 2.31 Station 4 2.39 Station 5 1.43 Sub-Total - Station Land Component 11.48 Mixed-Use 1 2.76 Mixed-Use 2 1.76 Mixed-Use 3 1.51 Mixed-Use 4 1.05 Sub-Total - Mixed-Use Land Component 7.07 Total Aggregate Retail Value/Sales Revenue Total Acres FAR Total SF 2.156 2.999 1.910 1.649 3.864 1.089 2.397 3.571 3.069 1.619 24.323 101,704 189,103 173,866 209,861 95,000 Value Per SF Value Per FAR Value per SF $170 $170 $170 $170 $170 $170 $170 $170 $170 $170 120,138 76,491 65,819 45,564 $110 $130 $130 $130 $140 $140 $140 $140 $140 Seevers Jordan Ziegenmeyer Aggregate Retail Value (rd) $ 15,970,000 $ 22,210,000 $ 14,140,000 $ 12,210,000 $ 28,610,000 $ 8,060,000 $ 17,750,000 $ 26,440,000 $ 22,730,000 $ 11,990,000 $ 180,110,000 $ 14,240,000 $ 26,470,000 $ 24,340,000 $ 29,380,000 $ 13,300,000 $ 107,730,000 $ 13,220,000 $ 9,940,000 $ 8,560,000 $ 5,920,000 $ 37,640,000 $ 325,480,000 108 Absorption Analysis Absorption rates are best measured by looking at historic absorption rates for similar properties in the region. In developing an appropriate absorption period for the disposition of the subject’s components, we have considered historic absorption rates for similar properties and also attempted to consider the impacts of present market conditions, as well as the anticipated changes in the market. Real estate is cyclical in nature, and it is difficult to accurately forecast specific demand over a projected absorption period. In light of this, when estimating absorption, it is important to give significant weight to the past experience of parties marketing similar projects for sale. In attempting to estimate the exposure time that would be required for the disposition of the residential land component of the subject, both the historical exposure times and projected economic conditions have been considered. For any master planned community it is common to segment the product to allow it to appeal to the broadest spectrum of potential users (housing for rent and sale, with both offering a wide range of price points). While there is a correlation between the sell-off of the end product (roof tops) and the sell-off of the land components, the relationship may not be readily apparent. Generally, the higher priced end products are expected to experience slower absorption rates than the lower priced end products, which are driven by the size of the respective buying pools. Thus, you could sell two land use components that will not compete with each other, due to product and price point, at similar times in the development process without jeopardizing absorption. A master developer’s goal, and the goal of any respective builder, would be to avoid saturating the market with product. By the use of segmenting the range of product and diversifying the type of product (both for-sale and for-rent), a development can maximize the return to the land by hastening the disposition time necessary to sell off the land. A number of assumptions are made in the discounted cash flow analysis, not the least of which is the forecast of absorption, or disposition, of the various land use components comprising the subject property. It is common for surveys of market participants to reveal different estimations of anticipated absorption periods for the sell-off of multiple components comprising a master planned development, with some developers preferring to hasten the holding period in favor of mitigating exposures to fluctuations in market conditions; whereas, other developers prefer to manage the sell-off of the property over an extended period of time so as to minimize direct competition of product within the master planned project. Surveys suggest a forecasted disposition period for the subject property may be as aggressive as two years or as long as five years In light of the fact the subject’s land component, with the exception of Residential Unit 9.1, which is intended for detached residential homes, comprises condominium style and townhouse style product line that allows for both for-rent and for-sale product, the absorption (lease-up) or sell off to end users will likely necessitate completion of construction of the vertical improvements. This, in and of Seevers Jordan Ziegenmeyer 109 itself, will likely govern competition within the development. The developer released the first two Residential Blocks (3.1 and 3.2) for sale and, according to the developer’s representative, received ten offers to purchase the land. It is anticipated a controlled disposition of the residential land could occur over a 30-month period, with the parcels proximate to the initial phase of the development with offsite improvements in place transferring in the first period (six months). In estimating the absorption time for the office component (Station parcels), consideration is given to current and forecasted market conditions. As discussed earlier in this report, the office market in the Bay Area continues to recover, with declines in vacancy rates over the past year. Brokers are reporting very strong demand from technology companies, with Class A office product among the lowest in terms of vacancy rates and the highest in terms of rental rates, all of which should bode well for the subject property. With prominent office land transactions in the Peninsula occurring in 2010, if adequately exposed to the market, the subject property’s five office parcels could appeal to a single, corporate user – similar to the Franklin Templeton campus in Phase I of the Bay Meadows redevelopment. Nevertheless, should the office parcels be marketed for sale to developers or end users, it is projected the parcels would transfer over the projected absorption period of (24 months). In light of the demand for the residential component and the anticipated demand for the office parcels, the four mixed use parcels will be developed with a mix of ground floor retail, mid-level office and 234 additional residential units. The mixed-use parcels will provide for the greatest concentration in retail use within the Bay Meadows Phase II project. As with the office market, the retail market, too, has shown signs of strength and improvement over the past several quarters, with vacancy rates below 5%. Based on the fact the retail space is situated on the ground floor of above ground office and residential uses, development will likely be driven by the completion of the other residential and office uses; thus, the mixed use parcels are estimated to sell off over the absorption period beginning in Period 1. It’s worth noting the taxable portion of Block MU 1 (mixed-use) is under contract for acquisition by a school (The Nueva School). The master developer of the subject property has projected a disposition period of the various land use components based on market conditions and subject to market demand and financing. Currently, the anticipated schedule is for a four year holding period in order to manage the development within the project. Based on the surveys of other developers of master planned communities, this forecast is considered within market parameters. Based on an analysis of market conditions and market surveys reported herein, a probable sell-off of the subject property over a 30-month period is also within market parameters and reasonable in light of the unique and favorable market position the subject property holds. In light of the condition of the subject property, as well as the interest in the first release of developable Blocks within the District, a disposition (absorption) period of three years, or 36 months, is considered reasonable. Seevers Jordan Ziegenmeyer 110 Market conditions in the area have been stabilizing and are experiencing recovery in some segments as discussed throughout this report. However, in light of global, national and regional macroeconomic conditions, and the uncertainty of market conditions over the disposition periods, which is forecasted to be 36 months (six periods), no appreciation/depreciation rate will be applied to the revenue components in either analysis. Expenses General and Administrative The general and administrative expense category covers the various administrative costs associated with managing the overall development. This would include management, legal and accounting fees and other professional services common to a development project. For purposes of this analysis, we have estimated this expense at 3% of the total gross sale proceeds. This expense is spread evenly over the entire sellout period. Marketing and Sales The costs associated with marketing, commissions and closing costs relative to the disposition of the subject’s components are estimated at 5% of the total gross sale proceeds. Although this rate is somewhat negotiable, it is consistent with current industry trends. Ad Valorem Taxes This appraisal is predicated on, and assumes, a sale of the appraised property. Interim ad valorem real estate taxes are based on a tax rate of 1.1042%. This rate is applied to the estimated market value (pro-rate share of the residential component) and divided by the total number of units for the residential component to yield an estimate of ad valorem taxes/lot/year. This rate is applied to the estimated market value (pro-rata share of the commercial component) and divided by the total number of acres for the commercial component to yield an estimate of ad valorem taxes/acre/year. The taxes for each component will be shown as separate line items. The total tax expense is gradually reduced over the absorption period, as the land components are sold off. Property taxes are increased by 2% per year. Special Assessments (Bonds) The subject property is situated within the boundaries of a Community Facilities District identified as CFD No. 2008-1 (Bay Meadows), with the following proposed special tax obligations. These figures were provided by the Amended and Restated Rate and Method of Apportionment, which was approved on November 21, 2011. On each July 1, commencing on July 1, 2012, the maximum special tax identified in the table on the following page will be increased by 2% of the amount in Seevers Jordan Ziegenmeyer 111 effect for the previous fiscal year. Interest on the first series of Bonds through September 1, 2013 was funded from Bond proceeds of the first issuance and the owners of undeveloped property are not expected to have to pay a special tax on the first series of Bonds until December 10, 2013, which coincides with Period 2 of the cash flow model. Similarly, interest on the second series of Bonds through September 1, 2014 is being funded from Bond proceeds of the second issuance and the owners of undeveloped property are not expected to have to pay a special tax on the second series of Bonds until December 10, 2014, which coincides with Period 4 of the cash flow model. As parcels are sold off by the master developer, the Special Tax obligation will be assumed by the buyer and, ultimately, each end user, whether it is residential units or commercial tenants. The purpose of this analysis is to estimate the market value of the underlying land, which serves as the collateral to the Bond issuance. As components of the subject property are sold off in this analysis, the balance of the Special Tax obligations necessary to service the debt associated with the City of San Mateo CFD No. 2008-1 (Bay Meadows) Bond issuance are presumed to be collected from the new owners (buyers of the various land parcels) in the District. As detailed in the Property Identification and Legal Data section presented earlier in this report, Special Taxes for the subject property’s undeveloped parcels, which is the condition of the property as of the date of value, is based on the Back-Up Special Tax rate reported in the Rate and Method of Apportionment. The maximum annual Back-Up Special Tax is $124,695 per acre; however, this amount is calculated based on the total amount of Bond proceeds authorized ($84 million). According to the special tax consultant, David Taussig and Associates, Inc., the CFD is forecasted to levy special taxes based on the following schedule: Tax Year 2013/2014 2014/2015 2015/2016 Forecasted Special Tax Requirement $1,855,294 $3,173,887 $3,384,312 Taxable Acres 49.978 49.978 49.978 Special Tax Levy per Acre $37,122 $63,506 $67,716 The allocation of the total levy allocated to the land held by the master developer will be done on a per taxable acre basis, based on 49.978 net acres. As parcels are sold off, the tax obligation is transferred from the master developer to the buyer, which will be reflected in the cash flow analysis. Remaining Infrastructure Development Costs According to the Developer, the property owner has spent $93,203,361 on the proposed development to date, including cost for the Site Plan and Architectural Review (SPAR) process. Total remaining Seevers Jordan Ziegenmeyer 112 infrastructure costs for Bay Meadows Phase II is reportedly $11.7 million, which is forecasted to be incurred over the holding period. The second bond issuance associated with the City of San Mateo CFD No. 2008-1 (Bay Meadows) is scheduled to reimburse the developer for additional infrastructure improvements that have been completed. The developer estimates it will spend an additional $42.9 million to complete its development plan, including $11.7 million of public infrastructure costs. The market value conclusion considers only the improvements in place as of the date of value, and the remaining costs to complete the public infrastructure for Bay Meadows Phase II is deducted in the discounted cash flow. These costs are spread evenly during the first two periods of the cash flow. Discount Rate The project yield rate is the rate of return on the total un-leveraged investment in a development, including both equity and debt. The leveraged yield rate is the rate of return to the “base” equity position when a portion of the development is financed. The “base” equity position represents the total equity contribution. The developer/builder may have funded all of the equity contribution, or a consortium of investors/builders as in a joint venture may fund it. Most surveys indicate that the threshold project yield requirement is about 20% to 30% for production home type projects. Instances in which project yields may be less than 20% often involve profit participation arrangements in master planned communities where the master developer limits the number of competing tracts. According to a leading publication within the appraisal industry, the Korpacz Real Estate Investor Survey11, discount rates for land development projects ranged from 15.00% to 30.00%, with an average of 20.42% during the Second Quarter 2012. This rate is down 58 basis points from the Second Quarter of 2011, but up 17 basis points from the Fourth Quarter 2011 (land survey completed every six months). These rates are free-and-clear of financing, are inclusive of developer’s profit, and assume entitlements are in place. Without entitlements in place, the Korpacz survey indicates certain investors increase the discount rate between 300 and 1,500 basis points (an average increase of 833 basis points). According to the data presented in the survey prepared by Korpacz, the majority of those respondents who use the discounted cash flow (DCF) method do so free and clear of financing. Additionally, the participants reflect a preference in including the developer’s profit in the discount rate, versus a separate line item for this factor. As such, the range of rates presented above is inclusive of the developer’s profit projection. The discount rates are based on a survey that includes residential, office, retail and industrial developments. Participants in the survey indicate the highest expected returns are on large-scale, 11 Korpacz Real Estate Investor Survey, PricewaterhouseCoopers, 2nd Quarter 2012, Volume 24, Number 2. Seevers Jordan Ziegenmeyer 113 unapproved developments. The low end of the range was extracted from projects where certain development risks had been lessened or eliminated. Several respondents indicate they expect slightly lower returns when approvals/entitlements are already in place. Excerpts from recent Korpacz surveys are copied below. The construction pipeline has started to slowly flow again for both residential and nonresidential projects as the U.S. economy continues its unhurried recovery… In the residential sector, year-over-year construction spending rose 7.5% with new multifamily private construction spending surging 31.4%. Just a year ago, spending in this category was down 7.6%. As demand for multifamily housing has accelerated, many development land investors are racing to meet pent-up demand. While some are working off of existing inventory, others are searching for land opportunities in what 100.0% of surveyed investors view as a "buyers' market…” On the commercial side, development land opportunities remain challenged since excess supply exists in most sectors, such as office and retail. However, land investors continue to have "long-term optimism," focusing on the continued recovery of the commercial real estate industry. "The best strategies and opportunities continue to be in acquiring existing projects, so we'll be on the sidelines for a while," shares a development land investor. Also limiting acquisitions for development land investors is an inability to secure financing… Over the next 12 months, all investor participants except one expect development land values to increase. (Second Quarter 2012) While some investors in the national development land market believe that investment activity has picked up greatly compared to a year ago, it seems to be occurring at the expense of those with shallow pockets… Overall, this sector of the industry remains a "tough market," especially for "middle players" who have less access to capital. One interviewee stated "There are plenty of opportunities to buy lots, but cash is the key element for such deals.” (Fourth Quarter 2011) Although such harsh market conditions can usually create buying opportunities for development land investors who wish to add raw land to their inventories, a choppy recovery is deterring such purchases. (Second Quarter 2011) Information for a developing in-house database of project yield rates is presented in the table on the following page. Seevers Jordan Ziegenmeyer 114 Data Yield / IRR Expectations Source (Inclusive of Profit) PwC Real Estate Investor Survey Range of 15.0% to 30.0%, with an average of 20.42%, inclusive of profit and Second Quarter 2012 (updated every other quarter) assuming entitlements in place, for land development (national average) RealtyRates.com - Fourth Quarter 2011 Chris Downey - Hon Development Gary Gorian - Dale Poe Development David Pitts - Newhall Land and Farming Mark Palkowitsh - MSP California, LLC Rick Nieman - GFC Lin Stinson - Providence Realty Group Dan Boyd - ESE Land Company Tulare Windmill Ventures, LLC David Jacobsen - Ridgecrest Homes Mike Grant - Premier Homes Anonymous source - Lennar Lyle McCullogh - California Pacific Homes Roy Robertson - Ekotec Gordon MacKenzie - Brookfield Development Range of 17.67% to 38.48%, with an average of 26.95%, for subdivisions and PUDs in the California/Pacific region Minimum IRR of 20-25%; for an 8 to 10 year cash flow, mid to upper 20% range 25% IRR for land development is typical (no entitlements); slightly higher for properties with significant infrastructure costs 20% to 30% IRR for land development deals on an unleveraged basis 35% for large land deals from raw unentitled to tentative map stage, unleveraged or leveraged. 25% to 30% from tentative map to pad sales to merchant builders, unleveraged 18% to 22% for land with some entitlements, unleveraged. 30% for raw unentitled Low 20% range yield rate required to attract capital to longer-term land holdings Merchant builder yield requirements in the 20% range for traditionally financed tract developments. Larger land holdings would require 25% to 30%. Environmentally challenged or politically risky development could well run in excess of 35%. 10% discount rate excluding profit for single-family subdivisions 10% to 40% for single-family residential subdivisions with 1-2 year development timelines 15% to 20% IRR As low as the low 20% range in the absence of price trending No less than 20% IRR for land development, either entitled or unentitled 20% to 30% for an unentitled property; the lower end of the range would reflect those properties close to tentative maps No less than 30% when typical entitlement risk exists It is noted that the preceding survey related to production home developments at the land stage, and reflect the expectations of market participants in the residential sector. Positive attributes of the subject property include: Well balanced community with proximity to supporting commercial and community uses High median-income market area Approved entitlements Initial signs of price increases and strengthening absorption Limited new home project competition in the area As reflected by the developer survey, developers typically have IRR expectations of 10% to 30% for residential projects under stabilized market conditions. The subject is fully entitled and has received significant interest from the builder community for the developable residential parcels within the project, with two Blocks recently acquired by merchant builders. Given the subject property is on track for development in the near term, coupled with the existing entitlements and SPAR approval for vertical construction, as well as its prime location in San Mateo, an IRR of 15% is considered reasonable for the subject under current market conditions given the duration of the absorption period (36 months). This discount rate, inclusive of developer’s incentive (profit), reflects the subject’s characterization as one of the preeminent infill developments in California. Seevers Jordan Ziegenmeyer 115 Conclusion The table on the following page incorporates the preceding factors in estimating the market value (in bulk) of the subject property. The discounted cash flow analysis is calculated on a semiannual basis, with the components selling out over a 36-month period. The property tax calculation and discount rate have been adjusted to a semiannual basis as well. Seevers Jordan Ziegenmeyer 116 Seevers Jordan Ziegenmeyer 117 $ $ Net Present Value 233,704,480 60,933,343 0.93023 $ 65,503,343 $ (12,676,657) $ 110,140,000 $ $ $ $ $ $ $ $ $ 82,671,442 0.86533 $ 95,537,186 $ (14,602,814) $ (1,627,400) (5,507,000) (511,395) (490,582) (323,359) (293,078) (5,850,000) - 110,140,000 $ $ $ $ $ $ $ $ $ 35,574,173 0.80496 *Special taxes are not included as an expense for Period 1, as interest is capitalized until September 2013 $ 44,193,684 $ (5,046,316) $ (1,627,400) (2,462,000) (359,117) (236,602) (222,620) (138,576) - 49,240,000 $ $ $ $ $ $ $ $ $ 16,337,205 0.74880 $ 21,817,833 $ (3,692,167) $ (1,627,400) (1,275,500) (284,886) (101,029) (302,123) (101,229) - 25,510,000 $ 25,510,000 $ 4 71 213 1.43 0.00 0.00 1.76 Aggregate Retail Value (rd) $ 15,970,000 $ 22,210,000 $ 14,140,000 $ 12,210,000 $ 28,610,000 $ 8,060,000 $ 17,750,000 $ 26,440,000 $ 22,730,000 $ 11,990,000 $ 180,110,000 $ 14,240,000 $ 26,470,000 $ 24,340,000 $ 29,380,000 $ 13,300,000 $ 107,730,000 $ 13,220,000 $ 9,940,000 $ 8,560,000 $ 5,920,000 $ 37,640,000 $ 325,480,000 49,240,000 $ 3 74 284 2.77 1.43 1.51 1.76 $110 $130 $130 $130 120,138 76,491 65,819 45,564 2 162 358 7.28 4.20 1.05 3.27 $140 $140 $140 $140 $140 Value Per SF Value Per FAR Value per SF $170 $170 $170 $170 $170 $170 $170 $170 $170 $170 Total Acres FAR Total SF 2.156 2.999 1.910 1.649 3.864 1.089 2.397 3.571 3.069 1.619 24.323 101,704 189,103 173,866 209,861 95,000 CONCLUSION OF VALUE BY DISCOUNTED CASH FLOW ANALYSIS (RD) $ Discounted Cash Flow Present Value Factor $ Total Expenses NET INCOME $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Expenses General and Administrative Marketing and Sales Real Estate Taxes (Residential) Real Estate Taxes (Non-Residential) Special Taxes (Residential) Special Taxes (Non-Residential) Remaining Offsite Infrastructure Remaining Offsite Fees (1,627,400) (3,909,000) (713,986) (576,271) (5,850,000) - 78,180,000 $ 78,180,000 $ $ $ 1 206 520 0.00 11.48 2.76 4.31 Total Units Total Acres 108 80 50 71 76 54 158 74 24 31 726 2.77 2.58 2.31 2.39 1.43 11.48 2.76 1.76 1.51 1.05 7.07 Total Sales Revenue Total Revenue Period (One Period = 6 Months) Sales (Residential Units): Inventory (Residential Units): Sales (Station Acres): Inventory (Station Acres): Sales (Mixed-Use Acres): Inventory (Mixed-Use Acres): Income and Expense Analysis: Component Residential Land/Potential Units - Res 1 Residential Land/Potential Units - Res 2 Residential Land/Potential Units - Res 3.1b Residential Land/Potential Units - Res 4 Residential Land/Potential Units - Res 5 Residential Land/Potential Units - Res 6 Residential Land/Potential Units - Res 7 Residential Land/Potential Units - Res 8 Residential Land/Potential Units - Res 9.1 Residential Land/Potential Units - Res 9.2 Total - Residential Land Component Station 1 Station 2 Station 3 Station 4 Station 5 Sub-Total - Station Land Component Mixed-Use 1 Mixed-Use 2 Mixed-Use 3 Mixed-Use 4 Sub-Total - Mixed-Use Land Component Total Aggregate Retail Value/Sales Revenue Assumptions: $ $ $ $ $ $ $ $ 33,199,412 0.69656 $ 47,662,050 $ (4,807,950) $ (1,627,400) (2,623,500) (217,938) (56,762) (226,592) (55,758) - 52,470,000 $ 4,988,904 0.64796 7,699,384 (2,240,616) (1,627,400) (497,000) (56,762) (59,455) - 9,940,000 9,940,000 1.76 0.00 1.76 52,470,000 $ 6 5 213 0 DISCOUNT RATE (IRR) 15% REMAINING OFFSITE COSTS $11,700,000 HOLDING COSTS AND GENERAL EXPENSES General and Administrative (% sales) Marketing and Sales Annual increase in Property Tax First year annual taxes per Residential Unit: First year annual taxes per Non-Residential Acre: Annual Backup Special Taxes per Non-Residential Acre (2013/2014) Annual Backup Special Taxes per Non-Residential Acre (2014/2015) Annual Backup Special Taxes per Non-Residential Acre (2015/2016) Annual Backup Special Taxes per Residential Unit (2013/2014) Annual Backup Special Taxes per Residential Unit (2014/2015) Annual Backup Special Taxes per Residential Unit (2015/2016) 233,704,480 282,413,480 (43,066,520) (9,764,400) (16,274,000) (2,087,322) (1,518,007) (1,074,695) (648,096) (11,700,000) - 325,480,000 325,480,000 $ 233,700,000 $ $ $ $ $ $ $ $ $ $ $ $ $ 7.07 11.48 Total 726 3.0% 5.0% 2.0% $1,967 $62,138 $37,122 $63,506 $67,716 $1,244 $2,128 $2,269 SUMMARY AND CONCLUSION The purpose of this appraisal has been to estimate the market value (fee simple estate) of the property comprising the taxable land areas situated within the boundaries of City of San Mateo CFD No. 2008-1 (Bay Meadows), located at the southern terminus of South Delaware Street, north of Hillsdale Boulevard and west of Saratoga Drive, within the city of San Mateo, San Mateo County, California. The CFD No. 2008-1 (Bay Meadows) Bond issuance is scheduled to reimburse the developer for construction of certain portions of the public improvements required for the development of 49.978± developable acres proposed for the development of five mid-rise office buildings (Station Component); four mid-rise, mixed-use residential/retail/office buildings (MixedUse Component); nine parcels designated for attached, for-rent and for-sale residential buildings and one parcel designated for a combination of attached and detached residential homes (Residential Component). The remaining 33.40 acres of Bay Meadows II are dedicated to parks, right away and one acre dedicated to the City for approximately 50 – 68 below-market rate (BMR) residential units on Mixed Use Block 1, which will be exempt from the Lien of the Special Tax securing the Bonds. The effective date of value is November 15, 2012. As a result of our analysis, it is our opinion the market values, by ownership, of the appraised property, subject to the Lien of the Special Tax securing the City of San Mateo CFD No. 2008-1 (Bay Meadows) Bonds, in accordance with the definitions, certifications, assumptions, hypothetical conditions and significant factors set forth on pages 10 through 12, is … Taxable Land Area (Ac.) Value RES 1, 2, 3.1b, 4, 5, 6, 7, 8, 9; MU 1, 2, 3, 4; STA 1, 2, 3, 4 and 5 42.87 $233,700,000 Shea Homes of Northern California RES 3.1a 1.82 $13,480,000 TRI Pointe Homes, LLC RES 3.2 3.04 $22,510,000 Owner Bay Meadows Main Track Investors, LLC Block(s) Cumulative (Aggregate) Value of the District $269,690,000 The value estimates assume a transfer that reflects a cash transaction or terms considered to be equivalent to cash. The estimates are also premised on an assumed sale after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with buyer and seller each acting prudently, knowledgeably, for their own self interest and assuming neither is under duress. Seevers Jordan Ziegenmeyer 118