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APPRAISAL REPORT

APPRAISAL REPORT VALUE OPINION DATE: July 25, 2013 REPORT DATE: January 21, 2014 Mr. Thomas D.

VALUE OPINION DATE:

July 25, 2013

REPORT DATE:

January 21, 2014

Mr. Thomas D. Bridenbaugh 1400 K Street, N.W. Suite 1000 Washington, D.C. 20005

PREPARED FOR:

Mr. Adam Gooch Akridge, VP, Director

601 13th Street, N.W., Suite 300 North Washington, D.C. 20005

of Development

PREPARED BY:

LAND VALUE PANEL

LAND VALUE PANEL

January 21, 2014

Mr. Thomas D. Bridenbaugh 1400 K Street, N.W. Suite 1000 Washington, D.C. 20005

Mr. Adam Gooch Akridge, VP, Director of Development 601 13th Street, N.W., Suite 300 North Washington, D.C. 20005

Re:

Land Appraisal:

Square 607, Lot 13 S W LAND HOLDER, LLC 1900 1st Street, S.W. Proposed Land Exchange Between District of Columbia and Akridge

Messrs. Bridenbaugh and Gooch:

In accordance with our executed contract (and/or agreements), the Land Value Panel was engaged to prepare an Appraisal Report of the above-referenced asset. The purpose of the appraisal is to estimate the retrospective market value of the fee simple estate in the subject land (89,251 square feet).

The Panel has been instructed to “adjust the value of SW Land to reflect the lease revenues under the NPS (National Park Service) lease.” In addition, the appraisal date (July 25, 2013) was selected by the parties-in-interest to avoid any known influence of the stadium announcement on land prices in Southwest D.C.

This letter of transmittal is an integral part of the attached Appraisal Report and its addenda. The report is to be read, understood and used only in its entirety. The accompanying Appraisal Report identifies the property and rights appraised; addresses pertinent facts regarding the area, subject property and comparable data; summarizes our investigation, analyses and opinions; and sets forth our assumptions and limiting conditions.

This Appraisal Report is in conformance with the requirements of Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice, 2014-2015 Edition (USPAP) as adopted by the Appraisal Standards Board of the Appraisal Foundation. The report also was prepared in conformance with the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute, published by the Appraisal Institute in 2013.

Our clients recognize that the signatories to the report and the Land Value Panel are unbiased third parties with no role in any past or present decisions regarding the acquisition, development, operation or disposition of the subject property. This report may not be relied on for any purpose whatsoever or by any person or firm other than our clients, without the express written consent of the appraisers. The Land Value Panel and the signatories to this report assume no responsibility or liability to any user of this document other than our clients.

Messrs. Bridenbaugh and Gooch

January 21, 2014

Page 2.

It is the consensus of the Land Value Panel that the estimated retrospective market value of the fee simple estate in the subject property, as of the effective appraisal date of July 25, 2013, was:

TWENTY-ONE MILLION ONE HUNDRED THOUSAND DOLLARS

($21,100,000).

The Panel Members appreciate this opportunity to be of service in this important matter.

Respectfully submitted, LAND VALUE PANEL CHAIRMAN

matter. Respectfully submitted, LAND VALUE PANEL CHAIRMAN Oakleigh J. Thorne, MAI, CRE District of Columbia Licensed

Oakleigh J. Thorne, MAI, CRE District of Columbia Licensed General Appraiser GA #10140

Respectfully submitted, PANEL MEMBER

Appraiser GA #10140 Respectfully submitted, PANEL MEMBER Richard R. Harps, MAI, CRE District of Columbia Licensed

Richard R. Harps, MAI, CRE District of Columbia Licensed General Appraiser GA #10003

Respectfully submitted, PANEL MEMBER

Appraiser GA #10003 Respectfully submitted, PANEL MEMBER Mark A. Chaney, MAI, MRICS District of Columbia Licensed

Mark A. Chaney, MAI, MRICS District of Columbia Licensed General Appraiser GA #10107

TABLE OF CONTENTS

I. INTRODUCTION

Summary of Important Facts and Purpose, Scope and Use of the

Definitions of Value and Property Rights

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Certification of

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Assumptions and Limiting

 

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II. FACTUAL DESCRIPTIONS

 

Identification of the Property.

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Ownership History.

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Sub-Market Area Description

. Site Description

Zoning

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. Building Description

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III. ANALYSIS AND CONCLUSIONS

 

. Valuation Methodology. Land Sale Comparison

Highest and Best Use.

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Reconciliation and Final Value

 

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IV. ADDENDA

Exhibit

Subject NPS Land Lease.

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A

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Zoning Letter and Plat.

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Subject Sale Plats

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D

E

SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS

TYPE OF PROPERTY:

ADDRESS:

LEGAL DESCRIPTION:

LAND OWNER:

LAND LEASE:

LAND AREA:

BUILDING:

ZONING:

PROPERTY RIGHTS APPRAISED:

DATE OF REPORT:

EFFECTIVE DATE OF VALUE OPINION:

HIGHEST AND BEST USE:

A large land parcel occupying an entire Square with frontage on four public streets

1900 1st Street, S.W. Washington, D.C.

Square 607, Lot 13

S W Land Holder, LLC

The land owner leases Lot 13 to NPS (month-to- month) for $78,000 per year (paid monthly); the lease can be terminated by either party at any time and for any reason

89,251 Square Feet (Source: D.C. Surveyor’s Office)

4,500 Square Feet (Butler construction and used for storage)

CR/CG (Inclusionary zoning applies)

Fee Simple Estate 1

January 21, 2014

±

July 25, 2013 (selected by the parties-in-interest to avoid the potential of land price increases due to the announcement of a proposed soccer stadium)

LAND:

Hold the asset until housing demand is adequate to support new residential construction at the subject location

PROPERTY:

In the future, raze the industrial building to provide a clear site for the future construction of residential units with limited first floor retail

1 The Lot is leased to NPS (month-to-month); however, both parties have a right to cancel the agreement for any reason and at any time.

1

EXPOSURE TIME: Given economic conditions prevailing on or about the appraisal date, the Panel estimates an exposure time of about nine to 12 months to place the land under contract, allow a prospective buyer to engage in due diligence and financing efforts, and close on the property

VALUE ESTIMATES:

ESTIMATED RETROSPECTIVE MARKET VALUE OF THE

PROPERTY.

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$21,100,000

PURPOSE, SCOPE AND USE OF THE APPRAISAL

PURPOSE

The purpose of this appraisal is to estimate the retrospective market value of the property as outlined in the Letter of Transmittal and within this report.

At our clients’ request and to the best of our knowledge, this report conforms with the Uniform Standards of Professional Appraisal Practice, 2014-2015 Edition (USPAP) as adopted by the Appraisal Standards Board of the Appraisal Foundation; the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute; and the appraisal licensing laws of the District of Columbia.

SCOPE

The scope of this appraisal includes a number of independent investigations and analyses. Some of the most important data sources are listed below.

Market Area Description, Residential and Office Market Conditions: Numerous secondary data sources were examined, such as 2010 Census data, the Washington Business Journal, The Washington Post, and Costar Group, Inc.'s residential database for the Southwest submarket of the District of Columbia. In addition, various reports published by government agencies were examined, including the Metropolitan Washington Council of Governments (MWCOG). Attention was paid to publications produced by local and national office leasing firms active in the District and those firms reporting multi-family residential supply conditions. In addition, the MATRIX (MRIS) web site and other related sources were accessed to determine housing market data, trends and conditions on or about the appraisal date.

Site and Building Conditions: Inspections of the property’s street block, lot and building exterior and interior were completed by Mr. Thorne on October 18, 2013. Messrs. Harps and Chaney inspected the parcel on October 1 and September 2, 2013, respectively.

2

Cost Approach: The approach was not used as the site improvements (fencing and paving) and the single structure fail to produce competitive economic returns.

Sales Comparison Approach: Recent sales of land for residential uses in the District were obtained from CoStar’s database and the District’s assessment web site as well as the appraisers’ office files. The retrieval process typically included reviewing copies of deeds, BZA or Zoning Commission records, and financing and deed instruments on the District’s web site, reviewing tax maps, verifying specifics of the sales transactions by contacting parties to the transfers, and inspecting the value-supporting analogues. This approach was used to provide an indication of the retrospective market value of the property.

Income Capitalization Approach: The approach was not used as the contribution to the land of the site improvements and structure is considered de minimis. Moreover, the “at will” termination provisions in the lease nullify the use of this approach.

INTENDED USE AND USERS

It is our understanding that the intended use of this report is to provide our clients, Messrs. Thomas D. Bridenbaugh, representing the District of Columbia, and Adam Gooch, representing Akridge, with a retrospective market value estimate of the property for a proposed exchange of parcels between the District of Columbia and Akridge. The intended users of this report are our clients.

This report may not be relied on for any other purpose or by any other person or firm unrelated to matters concerning the parties who hold the subject asset. Further, Land Value Panel members and the signatories to this report assume no responsibility or liability to any user of this document other than our clients and their legal counsel. Our clients recognize that the signatories to this report (i.e, the Land Value Panel) have had no role in any past or present decisions regarding the acquisition, development, operation or disposition of this property nor the asset to be exchanged in Northwest D.C. located at 2000 14th Street.

SPECIAL ASSUMPTIONS/HYPOTHETICAL CONDITIONS

No hypothetical conditions or extraordinary assumptions are used in this report.

WORK PERFORMED BY THE LAND VALUE PANEL

The work performed for this assignment included the following:

Inspect the property land, the exterior of the industrial building, street circulation patterns, access points and the micro-market area

Consider all relevant market data by culling sales and listings and studying price and rental trends for similar residential property

Study supply and demand conditions for residential and office space specifically in the Southwest quadrant of the District of Columbia

3

Test various highest and best use scenarios for the continuation of current or future development of the land within prevailing market conditions on the effective appraisal date (i.e., July 25, 2013)

Review relevant sections of the District of Columbia Zoning Regulations (DCMR Title 11) to understand development restrictions under the subject’s CG/CR zoning

Review the following documents:

Zoning Opinion Letter, prepared by Goulston & Storrs, dated November 13, 2013

A letter dated December 13, 2012, directed to Ms. Pamela L. Blyth at NPS by Akridge identifying the annual rent of $78,000 under a month-to-month lease for a section of Lot 13 in Square 607

Examine various District of Columbia publications relating to development activity in the vicinity of the property

Verify land sale comparators through a review of tax records, conversations with individuals familiar with the transactions (when possible), inspections of all comparators, and a review of deeds on the District’s web site

Develop the single most relevant valuation approach to support our value opinions, i.e., the sales comparison approach

Memorialize the Land Value Panel’s findings in this Appraisal Report

Excluded from the scope of this assignment are issues outside the range of the appraiser's expertise such as, but not limited to, environmental and subsoil conditions, zoning and easement compliance issues, and other considerations identified in our report.

LAND VALUE PANEL’S DELIBERATIONS

The Panel’s Chairman was engaged on October 8, 2013. The Panel Members’ tasks and activities are outlined below:

1)

Review the following: the property’s features and location within tits sub-market; prior history of development activity in the vicinity; all documents provided by our clients; recent real estate market observations, trends and projections published by various active brokerage firms; the DC Development Report, 2013/2014 edition; and office files of each Panel Member

2)

Panel Members, after considering the above, conversed on issues relative to future trends and feasible uses of the property for residential purposes

3)

Offer analytical studies of development options relating to those uses that produce the highest value for the asset

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4)

Compare and test these independent studies produced by each Panel Member within the context of prevailing sub-market conditions on or about the appraisal date

5)

Discuss and test all highest and best use alternatives that are legally permissible

6)

Develop a consensus as a Panel with regard to the property’s highest and best use

7)

After completing the above activities, each Panel Member presented his respective value- supporting analogues consistent with the best use of the property

8)

All sales data were cross-checked and additionally vetted to determine the reliability of the terms and conditions of each sale to be applied in the valuation process

9)

The best and most reliable comparators were selected from a larger land sale list

10)

A second vetting process evolved targeting those specific land transactions to be used in the analysis

11)

After several hours of conference calls relating to the above activities, a consensus was arrived at as to the property’s retrospective market value

12)

The Panel’s Chairman drafted an Appraisal Report that was reviewed and revised by all Panel Members

13)

The narrative, supporting data and retrospective market value opinions follow in this Summary Appraisal Report

DEFINITIONS OF VALUE AND PROPERTY RIGHTS APPRAISED

This appraisal is based on the following definitions relating to market value:

"MARKET VALUE" means "the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, 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."

2

2 Government Printing Office, Federal Register, Vol. 55, No. 165, Rules and Regulations (Washington: Government Printing Office, 1990), 34696.

5

The market value estimate reflects the most probable price in terms of financial arrangements equivalent to cash (i.e., market rate, conventional financing).

"HIGHEST AND BEST USE" is defined as "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." 3

"FEE SIMPLE ESTATE" is defined as "absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat." Fee simple estate is sometimes referred to as "fee simple interest" or "fee simple."

"RETROSPECTIVE VALUE OPINION" is "a value opinion effective as of a specified historical date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific prior date. Value as of a historical date is frequently sought in connection with property tax appeals, damage models, lease renegotiation, deficiency judgments, estate tax, and condemnation. Inclusion of the type of value with this term is appropriate, e.g., “retrospective market value opinion.” 5

"MARKET AREA" means "the area associated with a subject property that contains its direct competition." 6

“FLOOR AREA RATIO (FAR)” means “the relationship between the above-ground floor area of a building, as described by the building code, and the area of the plot on which it stands; in planning and zoning, often expressed as a decimal, e.g., a ratio of 2.0 indicates that the permissible floor area of a building is twice the total land area.” 7

"CLIENT" is "the party or parties who engage an appraiser (by employment or contract) in a specific assignment." 8

4

3

Appraisal Institute, The Dictionary of Real Estate Appraisal, 5

4 Ibid, 78.

5 Ibid, 171.

6 Ibid, 121.

7 Ibid, 82.

th

ed. (Chicago: Appraisal Institute, 2010), 93.

8 Ibid, 134; see also The Appraisal Foundation, Uniform Standards of Professional Appraisal Practice, 2014- 2015 Edition (Washington, D.C.: The Appraisal Foundation, 2013), U-2.

6

"INTENDED USE" is "the manner in which the intended users expect to employ the information contained in a report." 9

"INTENDED USER" is "the client and any other party as identified, by name or type, as user of the appraisal, appraisal review, or appraisal consulting report, by the appraiser on the basis of communication with the client at the time of the assignment; a party who the appraiser intends will employ the information contained in a report."

"EXPOSURE TIME" is "the time a property remains on the market; the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market.”

"APPRAISAL REPORT," is a written report prepared under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice, 2014 through 2015 Edition.”

10

11

9 Ibid, 102; see also The Appraisal Foundation, Uniform Standards of Professional Appraisal Practice, 2014- 2015 Edition (Washington, D.C.: The Appraisal Foundation, 2013), U-3.

10 Ibid, 102-103; see also The Appraisal Foundation, Uniform Standards of Professional Appraisal Practice, 2014-2015 Edition (Washington, D.C.: The Appraisal Foundation, 2013), U-3.

11 Ibid, 73.

7

CERTIFICATION OF VALUE

We certify that, to the best of our 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 our personal, impartial, and unbiased professional analyses, opinions, and conclusions.

- Members of the Land Value Panel 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.

- Members of the Land Value Panel have performed no services, as appraisers or in any other capacity, regarding the property that is the subject of this report within the three- year period immediately preceding acceptance of this assignment.

- Members of the Land Value Panel have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.

- Our engagement in this assignment was not contingent upon developing or reporting predetermined results.

- Our 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.

- Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice.

- Members of the Land Value Panel have made personal inspections of the property that is the subject of this report.

- David M. Kopczynski, Senior Associate of Chaney & Associates, Inc. provided significant real property appraisal assistance to Mark A. Chaney, but not to other persons signing this Certification.

- The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute.

- The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

8

- As of the date of this report, Oakleigh J. Thorne, MAI, CRE; Mark A. Chaney, MAI, MRICS; and Richard R. Harps, MAI, CRE have completed the continuing education program for designated members of the Appraisal Institute.

- Disclosure of the contents of this appraisal report is governed by the By-laws and Regulations of the Appraisal Institute.

Certified by the Chairman of, LAND VALUE PANEL

Institute. Certified by the Chairman of, LAND VALUE PANEL Certified by, PANEL MEMBER Richard R. Harps,

Certified by, PANEL MEMBER

Chairman of, LAND VALUE PANEL Certified by, PANEL MEMBER Richard R. Harps, MAI, CRE District of

Richard R. Harps, MAI, CRE District of Columbia Licensed General Appraiser GA #10003

Oakleigh J. Thorne, MAI, CRE District of Columbia Licensed General Appraiser GA #10140

Certified by, PANEL MEMBER

General Appraiser GA #10140 Certified by, PANEL MEMBER Mark A. Chaney, MAI, MRICS District of Columbia

Mark A. Chaney, MAI, MRICS District of Columbia Licensed General Appraiser GA #10107

9

ASSUMPTIONS AND LIMITING CONDITIONS

This report has been made with the following general assumptions and limiting conditions:

1. This analysis is not to be used in connection with a Real Estate Syndicate(s) or Securities related activity.

2. No responsibility is assumed for the legal description or for matters including legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated. We further assume that the subject is not encumbered by the existence of marked or unmarked cemeteries and/or historic resources which would hinder any development process.

3. The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated.

4. The information furnished by others is believed to be reliable and was verified wherever possible. However, no warranty is given for its accuracy. It is assumed that all information known to the client and relative to the valuation has been accurately furnished and that there is no undisclosed information or documents affecting the use of the property or the valuation herein.

5. All engineering information is assumed to be correct. The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. The Land Value Panel has made no survey of the property and assumes that the existing boundaries are correct and that no encroachments exist. The appraisers assume no responsibility for any condition not readily observable from customary investigation and inspection of the premises which might affect the valuation.

6. It is assumed that there are no hidden or unapparent conditions of the property or subsoil that render them more or less valuable, including subsurface oil, gas or mineral rights as well as air rights, unless otherwise stated in this report. Moreover, no opinion is expressed as to the value of any such items or whether the property is subject to surface entry for the exploration or removal of subsurface materials. No responsibility is assumed for such conditions or for arranging engineering studies that may be required to discover them. The Panel Members are not experts on soil conditions or engineering issues, and our efforts are limited to visual inspection. We suggest our clients seek appropriate professional engineering counsel on all matters pertaining to soil structure and engineering. This report is not to be relied on as an opinion of the conditions of the property or soils, nor should any such representation be made.

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7.

Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, was not called to our attention nor did we become aware of such during our inspection. We have no knowledge of the existence of such materials on or in the property unless otherwise stated. However, we are not qualified to test such substances or conditions. If the presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions, may affect

the value of the property, the value estimated is predicated on the assumption that there are no conditions on or in the property or in such proximity thereto that they would cause

loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them.

a

8.

It

is assumed that all applicable zoning and use regulations and restrictions have been

complied with, and all easements are enforceable and have been complied with, unless a nonconformity has been stated, defined, and considered in the report. Panel Members are not experts on zoning or easement issues, and our efforts are limited to reporting what we perceive as pertinent existing land use regulations and easements. We advise our clients to seek appropriate legal counsel on all matters pertaining to the status of easement agreements and the compliance of any existing or proposed uses of the subject property with applicable zoning codes. This report is not to be relied on as an opinion of compliance with zoning restrictions or as an opinion regarding the validity of easement agreements nor should any such representation be made.

9.

It

is assumed that all required licenses, certificates of occupancy, consents, or 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.

10.

The conclusions expressed in our appraisal report apply only as of the stated date of appraisal, and we assume no responsibility for economic or physical factors occurring at some later date which may affect the opinions stated herein.

11.

By reason of the assignment, we are not required to give consultation or testimony, or attend court or any other hearing, with reference to the property unless written contractual arrangements have been previously made relative to such additional employment.

12.

Disclosure of the contents of the report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

13.

The principal business activity of the Land Value Panel Members is the valuation of real estate, including the analysis of real estate markets, operating statements, investor criteria, property sales, and cost data. Our report is prepared so that readers who consider our opinions can evaluate them in terms of the available data and its applications, the methodologies of analyses employed, and our judgments and conclusions. The reader is advised to reach an independent conclusion regarding all facts, recognizing that the Panel Members do not possess expertise regarding certain issues. Appropriate experts should

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be consulted with respect to matters involving specialized knowledge and/or skills, including but not limited to, zoning, ADA and fire safety compliance, engineering and survey issues, and hazardous materials contamination.

14. It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless noncompliance is stated, defined and considered in the report.

15. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report.

16. The values reported here are valid estimates only under the valuation circumstances described, and the dollar amount of any value opinion rendered was based on the purchasing power of the U.S. dollar and normal financing rates, terms and charges as of the appraisal date. Further, the final estimate of the value is not guaranteed, and no warranty is implied or intended. If the subject property becomes distressed or is auctioned or market conditions change or the property cannot be held until the market for same returns, then the value estimates reported herein are invalid.

17. The distribution, if any, of the total valuation in this report between land and improvements applies only under the specified uses of the property as set forth.

18. The appraiser reserves the right, subject to agreement for time and fee, to make such adjustments to the analyses, opinions and conclusions set forth in this report as may be required by consideration of additional data or more reliable data that may become available.

19. The liability of the Land Value Panel and its Panel Members is limited to our clients only, not subsequent parties or users, and to the amount of the fees actually received by the Panel Members. Further, as previously stated, there is no accountability, obligation or liability to any other party. If this report is placed in the hands of anyone other than our clients, our clients shall make such party aware of all limiting conditions and assumptions of the report and the assignment. The appraisers are in no way to be responsible for any costs incurred to discover or correct any deficiencies of any type present in the property, physically, financially and/or legally. In the event the report is placed in the hands of a third party, it is required that such party be made cognizant of any and all limiting conditions resulting from the basis of the appraisers’ employment and discussions related thereto as well as those set forth in the report. Acceptance of and/or use of this report by the clients or any third party constitutes acceptance of the above conditions.

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IDENTIFICATION OF THE PROPERTY

The property is identified in the District’s tax records as Lot 0013 in Square 0607 located

at 1900 1st Street, S.W., Washington, D.C. The property is found in the southwest quadrant of the District of Columbia with frontage on four streets: S Street at the north; 1st Street at the east;

T Street at the south; and 2nd Street at the west. The single Lot 0013 occupies the entire Square

of 0607.

OWNERSHIP HISTORY

The current owner, S W Land Holder, LLC, purchased the site from Potomac Electric Power Company on August 25, 2005, as part of an assemblage of 384,051 square feet of land in Squares 607, 609 and 611. The purchase price was $75,113,527 or $27.94 per FAR based on the 7.0 FAR permitted for residential development under the CR/CG zone at the time of the acquisition. Akridge Company reportedly acquired the site for a long-term hold for eventual future development.

NPS has a month-to month lease for all of Lot 13 with an annual rent of $78,000, paid monthly ($6,500.00). Both the Lessor (S W Land Holder, LLC) and the Lessee (NPS) can terminate the lease at any time and for any reason. A copy of the letter stating the annual lease amount and the cancellation provision can be found in the addenda.

There have been no transfers of the subject property since August 2005 and, to our knowledge, the property was not on the market as of the appraisal date. The property has no historic improvements, and the site is not located in a Historic District.

SUB-MARKET AREA DESCRIPTION

The market area is bordered by the Anacostia River on the south and east, Q Street to the north, and Fort McNair to the west. The peninsula-shaped area is the westernmost section of the recently designated Capitol Riverfront (a/k/a "The Front") development submarket which

includes land areas in both the Southeast and Southwest quadrants in the District. The sub-area

is depicted at the top of the following page.

The subject Lot 13 is located in the Buzzard Point area of Southwest Washington. Except for Fort McNair to the west, the immediate area around the subject remains primarily industrial in character with salvage yards, small warehouses, a concrete batching plant, a large PEPCO power plant and substation, and storage facilities. Immediately opposite the subject on the north side of S Street are two parcels, a 41,824-square-foot lot improved with a salvage yard at the corner of 1st and S Streets, and a 25,612-square-foot lot improved with a 14,000-square-foot warehouse that was recently purchased and leased for 10 years to Capital Bikeshare.

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Directly east of the subject and running from R Street to V Street is Pepco's

Directly east of the subject and running from R Street to V Street is Pepco's Buzzard Point substation. Pepco owns five blocks of land in the neighborhood. The power plant will be decommissioned and dismantled in the near future. Directly west of the subject is the 100-acre Fort Leslie McNair. The Fort occupies all the land from P Street south to the Anacostia River, except for the James Creek Marina, and from 2nd Street west to the Potomac River. The main entrance to the Fort is on P Street with other entrances on Q and 2nd Streets.

S W Land Holder, LLC also owns Squares 609 and 611 directly south of the subject’s Square 607. These large lots are open and unimproved asphalt-covered surface parking lots and storage yards surrounded by six-foot-high chain link fencing.

As can be seen by the map at the right, numerous industrial uses abound north of the subject to Q Street and east to South Capitol Street.

While most of Buzzard Point is occupied by Fort McNair and industrial uses, there are two existing large office buildings located south of the subject. Both have been occupied primarily by Federal agencies for most of the last

buildings located south of the subject. Both have been occupied primarily by Federal agencies for most

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15 to 20 years. The building at 1900 Half Street, S.W., is a 477,652-square-foot structure previously occupied by the FBI for its Washington Field office until 1997 when the offices moved to Third and F Streets, N.W. The building remained vacant for about seven years until the Department of Homeland Security leased the space in conjunction with the Coast Guard headquarters at 2100 2nd Street. Other than the Coast Guard and Federal Protection Services (another DHS agency), no other tenant backfilled the space.

The structure at the end of the peninsula, 2100 2nd Street, is a 607,736-square-foot office building that has been entirely occupied by the Coast Guard since 1993. In August of 2013, the Coast Guard started vacating both buildings to move into their newly constructed offices on the grounds of St. Elizabeth’s Hospital. It is expected that both structures will go dark within a year or two as the Coast Guard relocates to their new headquarters leaving almost 1,100,000 square feet to backfill. North of P Street and south of M Street, the uses are primarily residential with a mix of low- to medium-density residential apartments and row houses.

The demographics of the sub-area within various radii of Square 607 reveal weak trends. At a 0.25-mile radius, the population declined from 501 persons in 2000 to 400 by 2012. The population loss is forecast to continue dropping to 366 persons in 2017. The demographics are weak as this radius includes older subsidized housing stock and industrial properties. Median household income was about $18,900 in 2012. Expanding the radius to 1.0 mile (which now includes Southeast’s new developments) reveals more favorable trends. Population increased from 14,811 persons in 2000 to 15,847 by 2012. The population growth is forecast to continue rising to 16,938 persons in 2017. Median household income was about $43,400 in 2012.

Access to Buzzard Point’s peninsula’s is inferior compared to other areas of the city as much of the north/south routes leading to the sub-area are limited to three streets. Access to public transportation is poor with the main bus routes located along M Street and South Capitol Streets, four to six blocks away. The nearest Metro Station is nine blocks to the north. Eventually, the city’s new street-car service is intended to provide service from China Town through the subject neighborhood and to Nationals Park (stadium).

As a result of the distance to public transportation and the current industrial landscape, there has been no new development in Buzzard Point except for an apartment building constructed on South Capitol Street across from Nationals Park. This is in contrast to several new developments planned or under construction around the stadium and near the Navy Yard Metro Station in the Southeast quadrant. The table at the top of the following page reports the existing, under construction and planned developments in Capitol Riverfront. All retail, residential and hotel developments are located in Southeast.

On the west side of South Capitol Street, a number of parcels were assembled prior to 2006 in Buzzard Point by developers such as Akridge, Pedas, Steuart Investment Co. and Douglas Development, but none of the sites have been developed and no development is planned for the immediate future. Several industrial sites nearby have been on the market for sale for over eight years with no transactions. A major developer, Richard Rubin of the Rubin Companies, owns a number of development sites in both Southwest and Southeast. He stated that he does not see any new development in Southwest in the near future. It could be ten years before anything is developed in Buzzard Point.

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The Panel believes that new development at Buzzard Point will not occur until after projects

The Panel believes that new development at Buzzard Point will not occur until after projects on the remaining land in the Capitol Waterfront area east of South Capitol Street near completion.

ZONING

The subject site contains 89,251 square feet of CR/CG (Commercial Residential/Capitol Gateway Overlay) zoned land in Square 607. The CR District is designed to “help create major new residential and mixed use areas in planned locations at appropriate densities, heights and mixtures.” The Capitol Gateway Overlay is intended to encourage a mix of uses while creating a pedestrian-friendly environment. The subject was previously zoned industrial, and most of the current uses in the neighborhood remain industrial. The table on the following page summarizes the requirements of the CR/CG zoning district.

The Comprehensive Plan Generalized Policy Map locates the subject within the Land Use Change Areas. These are areas where change to a different land use is anticipated. The guiding philosophy in Land Use Change Areas is to encourage and facilitate new development and promote the

The guiding philosophy in Land Use Change Areas is to encourage and facilitate new development and

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adaptive reuse of existing structures. The Future Land Use Map designates the subject site for high-density commercial and residential uses. The subject’s highest and best use is consistent with this land use designation.

Any residential development which includes more than 10 units would also be subject to Inclusionary Zoning, requiring a certain percentage of affordable units be built as part of the development. The Inclusionary Zoning further provides for a bonus FAR and increased height and occupancy above what is allowed as a matter of right. The potential development for the subject site as a matter of right is 89,251 square feet times 6.0 FAR, or 535,506 square feet. With the residential bonus density, an FAR of 7.0 permits 624,757 square feet of gross floor area. An increase in the FAR to 8.2 (731,858 square feet) is possible provided 8.0% of the area (58,549 square feet) is allocated for affordable housing occupancy. Market-rate units along with limited first floor retail total 673,310 square feet. Refer to the addenda for a copy of a zoning opinion proffered by Goulston&Storrs, dated November 13, 2013.

SITE DESCRIPTION

The subject Lot 0013 occupies the entirety of Square 0607. The 89,251-square-foot rectangular site has frontage of 335 feet on both S and T Streets and 266.42 feet of frontage on both 1st and 2nd Streets, S.W. The CR/CG zoned site is level and on grade with all four streets.

All streets have curbs, paving and streetlights but no sidewalks. The rights-of-way are 90 feet for 1st and 2nd Streets and 85 feet on S and T Streets. According to the most recent flood insurance rate map, #1100010057C effective September 27, 2010, the site lies within Zone X, an area determined to be outside the 0.2% annual chance floodplain.

The entire parcel has an asphalt cover, and its perimeter is fenced and gated with six-foot- high chain linked fencing. The Panel was not furnished with any report regarding soil conditions, and this appraisal assumes that there are no adverse soil or sub-soil conditions that would cause unusual construction impairments.

We are aware that the subject may have some level of contamination; however, that contaminate level is deemed about equal to conditions present on the comparators and throughout the former industrial sites south of M Street.

No title report was furnished to the appraisers, and it is assumed that there are no detrimental easements or encumbrances that adversely affect the property. This valuation assumes that the current owners have clear title and that there are no restrictions or impediments to a sale of the property related to ownership, title or other legal considerations.

BUILDING DESCRIPTION

The subject parcel is encumbered by a small metal frame warehouse in the northwest corner of the site. The single-story structure contains about 4,500 square feet. The Panel assumes the warehouse would be demolished with any redevelopment of the site.

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HIGHEST AND BEST USE

Our highest and best use conclusion considers the subject’s features, access and zoning along with macro- and micro-market conditions prevailing in the District of Columbia’s Capitol Riverfront sub-area on or about the appraisal date of July 25, 2013. As an existing structure was deemed to be of no contributing value, the Panel directed its attention to a study of the land as though vacant only.

AS THOUGH VACANT

Physically Possible

The at-grade street frontage along 1st, 2nd, S and T Streets offers ample access to the parcel. The site is exceptionally large with a surface area of 89,251 square feet available for new construction. The site has access to all public services in the adjacent streets. The subject is of adequate size to support any number of uses that do not require a land use larger than about 89,250 square feet. There are no physical impediments to a legally permissible development.

Legally Permissible

Office space is a legally permissible use (3.0 FAR), and the topic was studied by the Panel; however, accessing the location and the presence of the two soon-to-be vacant buildings close to the subject produced negative results. Retail uses were also reviewed by the Panel, and we concluded that household densities in the market area were not adequate to support a large retail project. The Panel directed its attention to a hotel development. Lodging facilities were eliminated due to a lack of demand drivers in the immediate area. Future competition from planned hotels in the block north of Nationals Park (stadium) with frontage on M Street, proximate to Metrorail, places the subject in a non-competitive location. The remaining land use is residential, which has become the primary driver of new development in Southeast DC. As an example, the two former EPA towers at Waterside Mall are being renovated into residential units.

Specifically, the property can support a maximum by-right density of 731,858 FAR square feet (applying the residential and inclusionary zoning density bonuses). However, a mixed-use project requires the developer to reserve the greater of 8.0% of the gross floor area devoted to residential use, or 50.0% of the used bonus density, for inclusionary (affordable) housing units. The Panel determined that 8.0% times the gross floor area produced the greater area of the two methods. Accordingly, 58,549 square feet of gross floor area must be devoted to affordable housing units leaving 673,310 square feet for market-rate units and first floor retail space.

Financially Feasible

The western section of the Capitol Riverfront is isolated with no immediate prospects for feasible development opportunities in the near term for either office space or housing units. All population growth and new development has occurred in the Southeast quadrant directly northeast of Buzzard Point.

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The Land Value Panel reviewed the potential for an office building at the site. Although legally permissible, a new office building is not feasible given that 1.1 million square feet will soon be vacated proximate to the subject parcel. Moreover, the isolated location appeals only to the public sector where there is no foreseeable demand.

While market conditions are supportive of multi-family development, the delivery timing at the subject property is open. The Panel contends that feasible development of land in the western sub-section of the Capitol Riverfront market area will not occur until the Southeast quadrant is close to build-out.

Maximally Productive

The Panel’s comprehensive analysis of the subject’s land and its market area activity led to the belief that development of a multi-family residential structure(s) with a building mass of about 731,900 could be deferred by as much as eight to ten years. However, a number of factors could shorten the holding term. The South Capitol Street bridge construction will remove some industrial uses. If the available sites for new development in Southeast become limited, then the holding term for the subject could be shortened. Accordingly, the best use of the parcel is to hold the land until residential demand is adequate to support feasible construction of new multi- family housing units.

VALUATION METHODOLOGY

The highest and best use of the property is to hold the land for the long term and, in the distant future, redevelop the site with a residential project(s) with first floor retail. The sales comparison approach is the only method used in this analysis as it is judged to offer more reliable evidence than the other approaches to value and is more apt to be used by purchasers to determine a land price. We reviewed the possible use of a land residual method but deemed it a corroborative measure only due to the distant opportunity for development.

The Panel observed that the comparators in Southeast acquired by active builders are more apt to illustrate land prices with all entitlements in place on the sale date, and the opportunities for feasible construction are more contemporary than at the subject and its location. These conditions were recognized and accounted for in the sales comparison approach used by the Panel.

LAND SALE COMPARISON APPROACH

Recent sales of land suitable for new residential construction were obtained from the District’s tax records and CoStar’s database. As a result of our investigation, we obtained information on four transactions summarized in the table on the following page. The selected land value supporting analogues occurred between February 2011and September 2012. A sale location map follows the adjustment table, and the land sale plats are found in the addenda.

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20

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ANALYSIS OF COMPARABLE SALES

The four comparators were selected from the Panel’s database of land sales intended for new residential construction. The initial adjusted raw prices range from about $11.00 to $52.00 per FAR foot. Adjustments reflecting market reaction to those items of significant variance in the subject as compared to each analogue must be taken into consideration. In our analysis, a positive (or upward) adjustment was made for those elements of comparison noted for the analogues which we considered to be inferior to the subject, and a negative (or downward) adjustment was made for the opposite relationship.

Initial Adjustments to the Sales

Due to the presence of contributing structures on the sale properties, the Panel found it appropriate to make adjustments as reported below.

Sale One included sub-grade parking in the sale price; the Panel deducted the dollar contribution of the parking spaces based on verification with the Grantee.

Sale Two is complex as Ruben Co. acquired two sites from Exxon on the same date. Both

of the Exxon-Ruben sales completed assemblies that Ruben had previously initiated in both

squares. The sale property not illustrated in the table at 950 S. Capitol Street, S.E., was moderately larger (35,250 square feet) than the land acquired in Sale Two. According to the Grantee and the listing broker, the remediation expense for both lots will be about $7.0 million. The amount has been apportioned to Sale Two based on its permitted FAR.

Sale Three included 280 sub-grade parking spaces at $30,000 per space or $8.4 million. The amount has been subtracted from the purchase price.

Sale Four included a leased building of 14,870 square feet, and the Panel attributed a shell value of $10.00 per foot reducing the sale price accordingly.

Approach to the Adjustment Process

The Appraisal Institute’s 14th Edition of The Appraisal of Real Estate suggests that when

a quantitative approach may not be reliable, a qualitative and sale ranking method is

recommended. We opined that numerical adjustment factors, especially related to the physical comparative adjustments, cannot be supported using paired sales. Accordingly, the adjustment chart illustrates a relative comparison and ranking analysis using a qualitative method with respect to the physical characteristics of the subject and the sales. Where possible and when appropriate, we applied a mathematical analysis to property rights, financing, conditions of sale and market condition adjustments.

The factors considered of greatest impact upon value are property rights, financing, conditions of sale and market conditions (time). Three categories of site-specific adjustments were used in the comparison:

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# Location (sub-market appeal, accessibility and favorable economic and transportation linkages to employment centers and consumer goods and services)

# Presence of Entitlements (a land sale that includes final site plan approvals with all engineering completed reflects value-added efforts accounted for in the transaction price)

# Project Scale (issue of scale economics - larger projects have longer absorption rates and higher carrying costs when compared to smaller projects; generally, but not always, larger tracts tend to sell at lower unit prices when compared to unit prices paid for smaller tracts)

# Features (e.g., shape, frontage, corner versus mid-block, access and development impediments, if any)

Property Rights Conveyed

Adjustments for interests conveyed are required in situations where the subject and sale properties have variable rights transferred. The property rights in the subject and the four sales are identical.

Financing Terms

Adjustments for non-market financing arrangements, estimated by using cash- equivalency calculations, are applied to any sale transactions with unusual or seller-provided financing to make them comparable to market equivalent transactions. In this analysis, no adjustments were required as all of the sales involved cash transactions.

Conditions of Sale

The verification process revealed that all sales transpired under typical conditions with neither party under duress to buy or sell.

Market Conditions

Market condition adjustments are generally determined using repeated sales of the same property. Additionally, secondary information can be obtained using increasing prices from the sale of similar residential housing over time. Neither of these data points are available to guide the Panel in determining an adjustment for time. Clearly, the evidence suggests that the Southeast quadrant is gaining the attention of developers and investors as opposed to the dormancy evident in the lack of interest at Buzzard Point.

We found that prices for finished rental apartment and condo housing product have increased from 2010 to the present. We applied a moderate time adjustment of 4.0% per year to all sales.

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PHYSICAL ADJUSTMENTS

Location - The first three sales are located in more accessible locations and where development activity is evident. Only the last comparator, directly opposite the subject, has an equal location compared to the subject.

Entitlements - Development approvals were present at only Sale One. Two of the remaining three sales (Sales Two and Four) were deemed equal to the subject’s condition. Sale Three was deemed inferior as the conversion of an existing structural shell previously occupied for office use is found to be marginally more expensive than new construction. Adapting the benefit of the existing shell to a converted residential use produces a negative relationship.

Project Scale - We found only limited market evidence to support a scale adjustment for differences in total project mass between the subject and the sales. Generally, larger scale buildings are more efficient in the distribution of fixed costs, and some variable expenses may be lower on a unit basis for larger assets. However, larger scale projects have longer construction and absorption periods. Both contribute to additional risk due to possible market condition changes during construction and absorption.

Only Sales Two and Four were considered superior to the subject as their potential FARs are limited to about 204,000 and 186,000 square feet, respectively, both of which are well below the subject’s potential of over 730,000 square feet.

Site Features - The subject parcel offers superior air, light and view amenities with frontage on four public streets when compared to all sales. The shape and size of the parcel offer efficient floor plates as well as design opportunities for entrance lobbies and public areas. The first three sales include half-blocks while the subject occupies a full block. Sale Four, a corner lot with frontage on two streets, was deemed inferior to the subject. Moreover, Sale Four is burdened by the adjacent presence of a salvage yard with very limited opportunity to use buffers to shield any new development. Although the subject lies directly opposite the salvage yard, the site has an adequate land area to effectively use buffers.

Regarding this adjustment category, the Panel is aware that the subject may have some level of contamination; however, that contaminate level is deemed about equal to conditions present on the comparators and throughout these former industrial sites south of M Street. The Panel considered the issue and deemed that, if contaminates are present, the level is likely to be relatively consistent with the supporting analogues and will not impair feasible development of the tract.

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RANKING SALE PRICE INDICATIONS

The Panel concluded that Sales One and Two are superior to the features of the subject land and set the upper limit in the rankings. Sales Three and Four are deemed about equal to or inferior to the subject.

After reviewing the qualitative process, the Panel placed most emphasis for its value opinion on the two sales in Southwest (Sales Two and Three). Far less weight was placed on Sale Four due to its much smaller size and the significant negative factors affecting that site given its location adjacent to a salvage yard and the lack of full square control. Limited weight was applied to Sale One. Accordingly, the estimated value of the subject's fee simple estate is $30.00 per FAR foot for the market-rate floor area of 673,310 square feet.

Three comparators are zoned C-3-C, and one sale is zoned CG/CR. The prices reported by the last three analogues will be affected by the Inclusionary Zoning Provisions which will be

a burden at the subject. However, the project scale of Sale Four will be minimal. Sale Three,

with a much larger project potential than Sale Four, is less impacted by the presence of an existing shell. Accordingly, an adjustment to the market-rate value must be applied to the moderate income units comprising 58,549 square feet of the subject's total floor area. Restricted apartment rents based on moderate household incomes generally do not provide an adequate return on the cost to construct the units.

The Panel studied six recently constructed rental projects in Southeast and Southwest to determine the impact of the moderate income units on potential gross incomes. The data points collected included each project’s total number of units, the number of moderate income units and mix, total apartment mix, and street rents for the market-rate units.

Concentrating on the District's range of moderate household incomes and apartment units from efficiencies to two-bedrooms, the Panel concluded that the affordable units can produce

a level of rent that would justify their construction cost, but less than a level that would allow

a land value equal to the market rate units. We concluded that the appropriate land value for the

affordable units would be 50% of the market rate units. Calculations using the affordable units (an 8.0% allocation based on the total FAR) comprising 58,549 square feet are illustrated below.

Sq. Ft.

Market Rate Floor Area -

673,309 at $30.00 = $20,199,270

Affordable Rent Floor Area (50.0%)

58,549 at $15.00 =

878,235

Totals

731,858

$21,077,505

Rounded to

.

.

.

.

.

.

.

.

.

.

.

.

ESTIMATED VALUE USING THE SALES COMPARISON

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$21,100,000

$21,100,000

RECONCILIATION AND FINAL VALUE ESTIMATE

The sales comparison approach is the single most appropriate method to appraise the “as if vacant” cleared subject parcel.

Land Sales Comparison Approach

$21,100,000

Although other land valuation methods are available to support an indication of the site’s retrospective market value, we opined that the sales comparison approach offers the best and most persuasive evidence. Moreover, three of the four analogues are largely comparable to the subject’s assumed features and location on the appraisal date.

Therefore it is the consensus of the Land Value Panel that the estimated retrospective market value of the fee simple estate in the subject property, as of the effective appraisal date of July 25, 2013, was:

TWENTY-ONE MILLION ONE HUNDRED THOUSAND DOLLARS

($21,100,000).

EXPOSURE TIME

Given current economic conditions prevailing in the District of Columbia on or about the appraisal date, we estimate an exposure time of nine to twelve months to place the assets under contract, allow a prospective buyer to engage in due diligence and financing efforts, and close on the property.

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