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«OFFICIAL STATEMENT DATED JUNE 20, 2013 NEW ISSUE NOT RATED In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income ...»

-- [ Page 36 ] --

2100 Kramer Lane ● Suite 550 ● Austin, Texas 78758 ● 512-477-6311 ● (Fax) 512-477-1793 777 Main Street ● Suite 600 ● Fort Worth, Texas 76102 ● 817-887-8467

ESTANCIA HILL COUNTRY PHASE I CERTIFICATION OF THE APPRAISERS

Based on the analysis and data herein, it is our opinion that the market value of the properties, under the

noted hypothetical condition, as of March 16, 2013, is as follows:

–  –  –

This letter of transmittal and the pages which follow constitute our report setting forth the data and analyses utilized in formulating the value opinions. Should you have any questions, or if we can be of further assistance, please contact our office.

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.

We have not performed services as an appraiser or in any other capacity involving the subject within • the three years prior to acceptance of this assignment.

We have no present or prospective interest in the property that is the subject of this report, and we • have no personal interest with respect to the parties involved.

We 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.

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, the occurrence of a subsequent event directly related to the intended use of this appraisal.

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 & Standards of Professional Appraisal Practice of the Appraisal Institute.

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

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

–  –  –

David Englund made a personal on-site inspection of the property that is the subject of this report.

• Paul Hornsby inspected from the public right of way.

No one provided significant real property appraisal assistance to the persons signing this certification.

• As of the date of this report, Paul Hornsby and David Englund have completed the continuing • education program of the Appraisal Institute.

PAUL HORNSBY & COMPANY,

–  –  –

TABLE OF CONTENTS

LETTER OF TRANSMITTAL WITH CERTIFICATION

Table of Contents

Hypothetical Conditions

Extraordinary Assumptions

Ordinary Assumptions

Limiting Conditions

INTRODUCTION

Subject Photographs

Introduction

Effective Date of Value

Purpose of the Appraisal

Client, Intended Use and Users of the Appraisal

Property Rights Appraised

Definition of Market Value

Legal Description

Owner of Record and History

Ad Valorem Taxes

Scope of Work

MARKET AND SITE DESCRIPTION AND ANALYSES

Austin Area Analysis

Neighborhood Analysis

Residential Market Analysis

Multifamily Market Analysis

Office Market Analysis

Retail Market Analysis

Site Description and Analysis

Highest and Best Use Analysis

VALUATION OF THE PROPERTY

Sales Comparison Approach

Valuation of The Residential Tract

Valuation of Multifamily Tract 1

Valuation of Multifamily Tract 9

Valuation of Commercial Tract 2

Comparable Sales for Tracts 3, 4, 5, 6, 7, 8, and 10

Valuation of Commercial Tract 3

Valuation of Commercial Tract 4

Valuation of Commercial Tract 5

Valuation of Commercial Tract 6

Valuation of Commercial Tract 7

Valuation of Commercial Tract 8

Valuation of Commercial Tract 10

Summary of Value Conclusions

QUALIFICATIONS OF THE APPRAISERS

–  –  –

HYPOTHETICAL CONDITIONS

This appraisal is predicated on the following hypothetical conditions. These elements do not yet exist, but are presumed for the purpose of analysis

1. The "Basic Infrastructure" components, including water and wastewater lines to each tract providing sufficient capacity for development, and primary arterial roadway access through the construction of Camino Vaquero Parkway and Estancia Parkway, is completed. Please see page 7 for details.

2. The property is zoned Planned Unit Development (PUD) and a Public Improvement District (PID) exists. Also, the Owner and the City have entered into a Final Annexation and Development Agreement. We note that the completion of the PUD, Final Annexation and Development Agreement, and PID formations are conditions of approval for completion of the PID financing.





3. Rollback taxes have been paid.

Absent these conditions, the value opinions may be different than as set forth herein.

EXTRAORDINARY ASSUMPTIONS

1. All infrastructure costs, cash flow, reimbursement agreement, Planned Unit Development (PUD) and other development agreement information supplied to our office are true and correct.

2. The Public Improvement District (PID) bonds will finance the basic infrastructure improvements to be constructed as outlined in Estancia Hill Country Public Improvement District Service and Assessment Plan summarized on page 7. The PID bonds will be special assessment revenue bonds with the debt serviced by special assessments on the real property within the PID. No City taxes will be imposed on the property until the PID bonds are retired so that no undue burden is placed on future landowners.

Absent these assumptions, the value opinions may be different than as set forth herein.

ORDINARY ASSUMPTIONS

1. It is assumed that there are no easements or encroachments as of the effective date of this appraisal unless noted within the report.

2. It is assumed that there are no hidden or unapparent conditions of the property, sub-soils, or structures which would render them more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover such factors.

3. It is assumed that all necessary permits have been obtained and that there has been full compliance with all applicable federal, state, and local environmental regulations and laws unless non-compliance is stated, defined, and considered in the appraisal report.

4. It is assumed that all applicable zoning and use regulations and restrictions are complied with, unless nonconformity has been stated, defined, and considered in the appraisal report.

5. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed. I have no knowledge of the existence of such materials on or in the property, and am not qualified to detect such substances. The presence of substances such as asbestos, radon gas, urea-formaldehyde foam insulation, or other potentially hazardous

–  –  –

6. Unless otherwise stated in this report, it is assumed that the property is free of any environmental issues, including endangered species or their habitat (i.e., caves) which might preclude development or otherwise affect the value of the property. No responsibility is assumed regarding the presence or absence of such features and the client is urged to retain an expert in these fields, if desired, as the appraiser is not qualified to discover such conditions.

LIMITING CONDITIONS

1. The legal description furnished our firm is assumed to be correct. We assume no responsibility for matters legal in character, nor render any opinion as to the title, which is assumed to be good. The property has been appraised as if under responsible ownership and competent management.

2. We have made no survey and assume no responsibility in connection with such matters therefore, reference to a sketch, plat, diagram, or survey appearing in the report is only for the purpose of assisting the reader to visualize the property. The firm believes that the information contained in this report, although obtained from public record and other reliable sources and, where possible, carefully checked, is reliable, but assumes no responsibility for its accuracy.

3. The construction and condition of the property mentioned in the body of this report are based on observation and no engineering study has been made which could discover any possible latent defects. No certification as to any of the physical aspects could be given unless a proper engineering study is made.

4. We are not required to give testimony or attendance in court by reason of this appraisal with reference to the property in question, unless arrangements have been previously made.

5. Possession of this report or a copy thereof does not carry with it the right of publication. It may not be used for any purpose by anyone other than the addressee without the previous written consent of the appraiser(s) with the exception of its reproduction for inclusion with the Preliminary and Final Official Statement of the PID bond offering.

6. Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations, news, sales, or other media without the written consent and approval of the author(s), particularly as to valuation and conclusions, the identity of the appraiser or firm with which they are connected, or any reference to the Appraisal Institute, the SRA, CRE or the MAI designation.

7. The appraisers' liability regarding the statements and conclusions reported herein is limited to the fee charged for the assignment.

–  –  –

INTRODUCTION

Estancia Hill Country is a 600-acre mixed-use development located in far south Austin along the west line of IH-35, north and west of Puryear Road, and on both sides of Old San Antonio Road. The subject of this appraisal is Improvement Area #1, or Phase I, and is comprised of ±214.76 acres plus parkland in the northern-most section of the three-phase development. It is bordered by Old San Antonio Road on the west, IH-35 on the east, Phase II on the south, and Onion Creek on the north.

Estancia Hill County is a master planned community. The tract will be annexed by the City of Austin for limited purposes and subsequently entitled with Planned Unit Development District (PUD) zoning. A Public Improvement District (PID) will be established for the purpose of financing the infrastructure costs through municipal bonds to be paid through assessments to end users – the eventual site owners. A full purpose annexation of the property is planned after the PID bonds are retired.

An Interim Annexation and Development Agreement between the City of Austin and SLF III-Onion Creek was signed by the property owners on January 30, 2013. The agreement outlines the desire to annex the property, have the property zoned PUD, and to create a PID. The term of the agreement is until June 26, 2013, after which the owner acknowledges that if approvals for annexation, zoning, the PID, and the Final Development Agreement are not obtained, the property will be subject to annexation at the discretion of the City Council.

In a January 2013 project summary produced by Stratford Land, Estancia’s owner, construction was expected to begin in February 2013 and be completed by the summer of 2013 (at the time of our inspection on March 16, 2013, construction had not yet begun). Infrastructure financed by the PID arrangement includes the following according to the Estancia Hill Country Public Improvement District Service and Assessment Plan, January 31, 2013.

Wastewater Line: The Wastewater Line consists of ±6,900 linear feet (LF) of wastewater collection  system ranging from 8”-24” in diameter with a depth ranging from 8 feet deep to 50 feet deep. The Wastewater Line also includes a 409 LF bore and will tie into the City’s capital improvement project located along Onion Creek. The Property is located parallel to Onion Creek and a portion of Old San Antonio Road. The Wastewater Line will benefit Improvement Area # 1. The Wastewater Line will be constructed to City and County standards and specifications and owned and operated by the City.

Water Line: The Water Line consists of ±8,900 linear feet (LF) of water distribution system ranging  from 8”-16” in diameter. The Water Line will tie into the City’s capital improvement project located along the IH-35 frontage road adjacent to the Property. The Water Line will benefit Improvement Area # 1. The Water Line will be constructed to City and County standards and specifications and owned and operated by the City.

Estancia Parkway (Phase I): Estancia Parkway (Phase I) is a 90 foot parkway consisting of ±3,900 LF  of roadway with retaining walls, turn lanes, curb and gutter systems, and revegetation of all disturbed areas within the right-of-way. Estancia Parkway provides a link between Old San Antonio Road and Camino Vaquero Parkway. It will eventually connect the Project out to Puryear Parkway in Phase II. The roadway will be constructed to City and County standards and specifications and owned and operated by the County.



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