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• <br /> V. VALUATION <br /> The purpose of this analysis is to establish the reuse value of the Site being conveyed to the <br /> Developer, Creekside Associates, LLC. The fair reuse value is the fair market value for a <br /> developable site subject to the specific terms and conditions of the Amended and Restated <br /> Disposition and Development Agreement ( "DDA ") that control the reuse of the Site. Pursuant to <br /> the DDA, the Developer is required to use the Site in San Leandro for the construction of three 3- <br /> and 4 -story Class A office buildings with high quality site amenities, parking deck and a <br /> creekwalk along the adjacent San Leandro Creek (on the `Adjacent Site "). <br /> The valuation of real estate is derived principally through three approaches to market value: the <br /> cost approach, the market data comparison approach, and the income approach. From the <br /> indication of these separate analyses and the weight accorded each, an opinion of value is reached, <br /> based on the quantity and quality of the factual data considered tempered by the judgment and <br /> experience of the analyst who is utilizing commonly accepted methods and techniques within the <br /> framework of the valuation process. The cost approach is not applicable due to the fact that this <br /> valuation is for the valuation of an undeveloped piece of land. <br /> The market data comparison approach to value is based upon the principle of substitution; that is, <br /> when a property is replaceable in the market, its value tends to be set at the cost of acquiring an <br /> equally desirable substitute property, assuming no costly delay in making the substitution. The <br /> typical valuation technique used to estimate values through substitution involves the collection <br /> and analysis of sales and listings on various sites having as many similar characteristics as <br /> possible as the site being valued. <br /> However, the usefulness of the market data comparison approach is restricted inasmuch as the <br /> subject site is being sold for a very specific development and not land speculation. <br /> Recent land sales for commercially zoned property can be found throughout the area. However, <br /> there are limited land sales of sites in San Leandro on which an approximately 200,000 sq.ft. S- <br /> and 4 -story, Class A office complex can occur. Furthermore, in order to use land sales for <br /> freestanding office and commercial buildings as a value indicator for the Site, substantial <br /> judgment adjustments must be made to reflect the economic impacts of the specific reuse <br /> conditions incorporated into the proposed Project. <br /> The DDA requires that the Developer construct a specific Project in a single phase as described in <br /> the project description. Given the very specific Project and consequently the lack of truly <br /> comparable sales and the numerous adjustments that would have to be made to recent sales, <br /> primary reliance in establishing the reuse value has been placed on the use of the income approach <br /> to value. <br /> 2%8 <br /> Keyser Marston Associates. Inc. <br /> 19096.0261002- 001.doc Page 10 <br />