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a. The seller is a public agency having definite controls over the <br />development. Due to the complexity of the overall plan of development, <br />the developer of the land parcel must contend with a series of regulations <br />and controls which are not common in the conventional real estate market. <br />The Agency must provide a continued monitoring with respect to the <br />ability of the Auto Dealer to perform within prescribed conditions. <br />b. The Auto Dealer, like the Agency, is unique in the real estate market. <br />Due to the various development requirements and time restrictions imposed <br />by the development program, the potential developers are limited to <br />individuals or organizations with adequate financial and productive <br />resources. In order to appeal to the limited market of potential buyers, <br />market value must be equated to the maximum price a restricted and <br />limited market is warranted in paying based upon risk and investment <br />return factors. <br />C. The development plan can impose development restrictions and/or <br />requirements, including that development must commence immediately <br />after conveyance. Accordingly, the market value must reflect the <br />advantages created by the project as well as the requirements and <br />limitations on land uses to be imposed on the Auto Dealer by the public <br />agency. <br />3. The Agency conveys the site to the Auto Dealer based upon the specific terms and <br />conditions agreed to in the DDA. <br />4. The Auto Dealer priyately assembles land, in conjunction with the purchase of <br />land from the Agency, for the purpose of developing and operating several <br />automobile dealership facilities on the overall site based upon the specific terms <br />and conditions agreed to in the DDA. <br />5. Development will proceed as agreed to in the DDA, i.e., speculation is not <br />allowed. <br />C. Righ& Appraised <br />The rights appraised assume that the site is free and clear of all encumbrances except those <br />covenants, conditions, and easements specified in the DDA. <br />KEYSER MARSTON ASSOCIATES I N C. <br />19096V00144M.doc Page 5 <br />