SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 14D-1
Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
_________________
PS PARTNERS VII, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
_________________
Public Storage, Inc.
(Bidder)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
NONE
(CUSIP Number of Class of Securities)
_________________
DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
_________________
Introduction
This statement is an amendment to the Schedule 14D-1 which was
filed by Public Storage, Inc. ("PSI") with the Securities and Exchange
Commission on May 8, 1996 with respect to the offer by PSI to
purchase up to 30,000 of the limited partnership units ("Units") in PS
Partners VII, Ltd., a California Limited Partnership (the "Partnership")
at a net cash price per Unit of $357.
Item 10. Additional Information.
-----------------------
(a)-(e) Not applicable.
(f) The third paragraph under the heading "Position of the
General Partners With Respect to the Offer" in the Offer to Purchase,
previously filed as Exhibit (a)(1) is replaced by the following:
In 1992, the Company offered Unitholders of the Partnership
(and two other affiliated Partnerships) the right to exchange their
Units for shares of the Company's Common Stock. In connection with the
exchange offer, the General Partners indicated to Unitholders that they
would continue to evaluate the advisability of the sale or financing of
the Partnership's properties and that at some point prior to the
expiration of the period originally estimated for the sale or financing
of the properties (at the end of 1995 in the case of the Partnership),
the General Partners intended to conduct an analysis to determine the
feasibility of a sale or financing of the properties, to make a
recommendation to Unitholders and to retain independent appraisers to
conduct a study of the current value of the properties. In that regard,
the Partnership engaged Lawrence R. Nicholson, MAI, a principal with the
firm of Nicholson-Douglas Realty Consultants, Inc. ("NDRC") to perform a
limited investigation and appraisal of the Partnership's property
portfolio. In a letter appraisal report dated December 7, 1995, NDRC
indicated that, based on the assumptions contained in the report, the
aggregate market value of the Partnership's 22 properties (consisting
not only of the Partnership's interest but also including the Company's
interest), as of September 30, 1995, was $65,600,000 ($60,800,000 for
the 22 mini-warehouses and $4,800,000 for the two business parks).
NDRC's report is limited in that NDRC did not inspect the properties and
relied primarily upon the income capitalization approach in arriving at
its opinion. NDRC's aggregate value conclusion represents the 100%
property interests, and although not valued separately, includes both
the interest of the Partnership in the properties, as well as the
interest of the Company, which owns a joint venture interest (ranging
from about 10% to 60%) in 20 of the 22 properties. The analytical
process that was undertaken in the appraisal included a review of the
properties' unit mix, rental rates and historical financial statements.
Following these reviews, a stabilized level of net operating income was
projected for the properties ($6,271,000 for the 20 mini-warehouses and
$489,000 for the two business parks). In the case of the mini-
warehouses, value estimates were then made using both direct
capitalization analysis ($62,800,000) and a discounted cash flow
analysis ($60,700,000). These value estimates were then compared to an
estimated value ($59,700,000) using a regression analysis applied to a
sample of approximately 300 sales of mini-warehouses to evaluate the
reasonableness of the estimates using the direct capitalization and
discounted cash flow analysis. The business parks were valued using a
direct capitalization analysis. NDRC did not appraise the Partnership's
property destroyed in 1992. NDRC has prepared other appraisals for the
General Partners and their affiliates and is expected to continue to
prepare appraisals for the General Partners and their affiliates. No
environmental investigations were conducted with respect to the limited
investigation of the Partnership's properties. Accordingly, NDRC's
appraisal did not take into account any environmental cleanup or other
costs that might be incurred in connection with a disposition of the
properties. Although there can be no assurance, based on recently
completed environmental investigations, the Partnership is not aware of
any environmental contamination of its facilities material to its
overall business or environmental condition. In addition to assuming
compliance with applicable environmental laws, the appraisal also
assumed, among other things, compliance with applicable zoning and use
regulations and the existence of required licenses.
Item 11. Material to be filed as Exhibits.
---------------------------------
See Exhibit Index contained herein.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
Dated: May 29, 1996 PUBLIC STORAGE, INC.
By: /S/ HARVEY LENKIN
--------------------
Harvey Lenkin
President
<PAGE>
Exhibit Index
Exhibit No.
(a) 1 Offer to Purchase dated January 13, 1995. Previously
filed and incorporated herein by reference.
2 Letter of Transmittal. Previously filed and
incorporated herein by reference.
3 Form of letters to Unitholders. Previously filed and
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Letter appraisal report by Nicholson-Douglas Realty
Consultants, Inc. dated December 7, 1995. Attached
hereto.
Exhibit (h)
RESTRICTED APPRAISAL REPORT
PS PARTNERS VII, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
September 30, 1995
Nicholson-Douglas Realty Consultants, Inc.
<PAGE>
December 7, 1995
Public Storage, Inc.
Glendale, California
Subject: PS Partners VII
We have completed a limited appraisal of the real estate identified
above and submit our findings in the following Restricted Appraisal
Report. We understand this opinion of value will be utilized in
conjunction with financial reporting requirements.
The following report is a Restricted Appraisal Report which is intended
to comply with the reporting requirements set forth under Standards
Rule 2-2(c) of the Uniform Standards of Professional Appraisal Practice
for a Restricted Appraisal Report. As such, it presents only summary
discussions of the data, reasoning, and analyses that were used in the
appraisal process to develop the appraiser's opinion of value.
Supporting documentation concerning the data, reasoning, and analyses
is retained in the appraiser's file. The depth of discussion contained
in this report is specific to the needs of the client and for the
intended use stated below. The appraiser is not responsible for
unauthorized use of this report.
Furthermore, as agreed, this report is the result of a limited
appraisal process in that certain allowable departures from specific
guidelines of the Uniform Standards of Appraisal Practice were invoked.
The intended user of this report is warned that the reliability of the
value conclusion provided may be impacted to the degree there is a
departure from specific guidelines of USPAP. The appraisal is limited
in that we have relied primarily on the Income Capitalization Approach
to value; the results were then compared to the indicated value via a
Regression Technique of sales of comparable self-storage facilities.
The analytical process that was undertaken included a review of the
properties unit mix, rental rates and historical financial statements.
Following these reviews a stabilized level of net operating income was
forecast for the properties. A value estimate was then made using
both the Direct Capitalization Approach and the Discounted Cash Flow
Approach; in instances where the occupancy rates were not at stabilized
levels, we have relied upon a Discounted Cash Flow analysis. As
additional support, a Regression Analysis was conducted using 306
sales of self storage properties. Based upon a correlation of the
methodologies, for all properties that were stabilized, we arrived at
an opinion of the aggregate market value for the 23-property portfolio.
Historical operating statements, unit mix, net rentable area, rental
rates, and property-specific data for the properties appraised were
furnished by Public Storage, Inc. These financial operating statements
and other information have been accepted without further verification
as correctly representing operations and conditions of the subject
properties.
Assets included within the scope of our valuation include land, land
improvements, building improvements, and all fixed service equipment.
Assets excluded are furniture, fixtures, machinery or equipment,
personal property, supplies, materials on hand, inventories, company
records, and any current or intangible assets that may exist
We have made no investigations of, nor assume any responsibility for
the existence or impact of any hazardous substance, which may or may
not be present on the properties, in the development of our limited
appraisal opinion.
Market value is generally defined as:
"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 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."
Fee Simple Interest (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."
As used herein, NDRC's aggregate Market Value opinion is defined as our
opinion that the aggregated market value estimate is likely to fall
within a +/-10% range of the total aggregate market value estimate if a
complete, independent appraisal were performed on the same properties.
The properties that were the subject of this appraisal were not
personally inspected.
Due to a lack of information on the property identified as PS 24711,
Homestead, FL, we were unable to conduct any analyses or form any
opinion of value for this property. The concluded value opinion, as
stated herein, specifically excludes this property.
Based on the limited investigations and analyses as described in this
Restricted Appraisal Report, it is our opinion, as of September 30,
1995, that the Aggregate Market Value, or most probable selling price,
of the fee simple interest in the 23-property subject portfolio, is
represented in the amount of:
SIXTY FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
($65,600,000)
Our compensation was not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of
the client, the amount of the value estimate, the attainment of a
stipulated result, the occurrence of a subsequent event, or the
approval of a loan. This appraisal assignment was not based on a
requested minimum valuation, a specific valuation, or the approval of
a loan.
Attached to this letter report please find the following exhibits:
Exhibit A - Assumptions and Limiting Conditions
B - Appraisal Certification
C - Qualifications of Appraisers
General Service Conditions
The undersigned certifies that they have the professional
qualifications and competency necessary to complete this appraisal
assignment in an appropriate manner.
I, Duncan O. Douglas, completed the investigation and analyses as
summarized in this letter.
I, Lawrence R. Nicholson, MAI, have reviewed the appraisal and concur
with the value conclusion. The Appraisal Institute conducts a
voluntary program of continuing education for its designated members.
MAIs and RMs who meet the minimum standards of this program are awarded
periodic educational certification. I am currently certified under the
Appraisal Institute's voluntary continuing education program.
No investigation was made of the title to, or any liabilities against
the property appraised.
This report has been prepared in accordance with the specifications
agreed upon. We hope that you will find the details of this narrative
appraisal relevant to your needs, and we would be happy to answer
questions you might have.
Respectfully submitted,
Nicholson-Douglas Realty Consultants, Inc.
Duncan O. Douglas Lawrence R. Nicholson, MAI
Principal Principal
attachments
95029
<PAGE>
EXHIBIT A
Assumptions and Limiting Conditions
<PAGE>
Assumptions and Limiting Conditions
As agreed upon with the client prior to the preparation of this
appraisal, this is a Limited Appraisal; it invokes the Departure
Provision of the Uniform Standards of Professional Appraisal Practice.
As such, information pertinent to the valuation has not been considered
and/or the full valuation process has not been applied. Depending on
the type and degree of limitations, the reliability of the value
conclusion provided herein may be reduced.
This is a Restricted Report which is intended to comply with the
reporting requirements set forth under Standard Rule 2-2(c) of the
Uniform Standards of Professional Appraisal Practice for a Restricted
Appraisal Report. As such, it does not include discussion of the data,
reasoning, and analyses that were used in the appraisal process to
develop the appraiser's opinion of value. Supporting documentation
concerning the data, reasoning, and analyses is retained in the
appraiser's file. The information contained in this report is specific
to the needs of the client and for the intended use stated in this
report. The appraiser is not responsible for unauthorized use of the
report.
No responsibility is assumed for matters legal in nature. No
investigation has been made of the title to or any liabilities against
the property appraised. The appraisal presumes, unless otherwise
noted, that the owner's claim is valid, the property rights are good
and marketable, and there are no encumbrances which cannot be cleared
through normal processes.
To the best of our knowledge, all data set forth in this report are
true and accurate. Although gathered from reliable sources, no
guarantee is made nor liability assumed for the accuracy of any data,
opinions, or estimates identified as being furnished by others which
have been used in formulating this analysis.
Land areas and descriptions used in this appraisal were either obtained
from public records or furnished by the client and have not been
verified by legal counsel or a licensed surveyor. The land description
is included for identification purposes only and should not be used in
a conveyance or other legal document without proper verification by an
attorney.
No soil analysis or geological studies were ordered or made in
conjunction with this report, nor were any water, oil, gas, coal, or
other subsurface mineral and use rights or conditions investigated.
Substances such as asbestos, urea-formaldehyde foam insulation, other
chemicals, toxic wastes, or other potentially hazardous materials
could, if present, adversely affect the value of the property. Unless
otherwise stated in this report, the existence of hazardous substance,
which may or may not be present on or in the property, was not
considered by the appraiser in the development of the conclusion of
value. The stated value estimate is predicated on the assumption that
there is no material on or in the property that would cause such a loss
in value. No responsibility is assumed for any such conditions, and
the client has been advised that the appraiser is not qualified to
detect such substances, quantify the impact on values, or develop the
remediation cost.
<PAGE>
Assumptions and Limiting Conditions, page 2
No environmental impact study has been ordered or made. Full
compliance with applicable federal, state, and local environmental
regulations and laws is assumed unless otherwise stated, defined,
and considered in the report. It is also assumed that all required
licenses, consents, or other legislative or administrative authority
from any local, state, or national government or private entity
organization either have been or can be obtained or renewed for any
use which the report covers.
Site plans are presented only as aids in visualizing the property and
its environment. Although the material was prepared using the best
available data, it should not be considered as a survey or scaled for
size.
It is assumed that all applicable zoning and use regulations and
restrictions have been complied with unless a nonconformity has been
stated, defined, and considered in the appraisal report. Further, it
is assumed that the utilization of the land and improvements is within
the boundaries of the property described and that no encroachment or
trespass exists unless noted in the report.
The value or values presented in this report are based upon the
premises outlined herein and are valid only for the purpose or purposes
stated.
The date of value to which the conclusions and opinions expressed apply
is set forth in this report. Unless otherwise noted, this date
represents the last date of our physical inspection of the property.
The value opinion herein rendered is based on the status of the
national business economy and the purchasing power of the U.S. dollar
as of that date.
Testimony or attendance in court or at any other hearing is not
required by reason of this appraisal unless arrangements are previously
made within a reasonable time in advance therefor.
One or more of the signatories of this appraisal report is a member or
candidate of the Appraisal Institute. The Bylaws and Regulations of
the Institute require each member and candidate to control the use and
distribution of each appraisal report signed by them.
Except as specifically presented in the letter of transmittal,
possession of this report or any copy thereof does not carry with it
the right of publication. No portion of this report (especially any
conclusion to use, the identity of the appraiser or the firm with which
he/she is connected, or any reference to the Appraisal Institute or
the designations awarded by this shall be disseminated to the public
through prospectus, advertising, public relations, news, or any other
means of communication without the written consent and approval of
Nicholson-Douglas Realty Consultants, Inc.
<PAGE>
EXHIBIT B
Appraisal Certification
<PAGE>
Appraisal Certification
I certify that, to the best of my knowledge and belief:
* the statements of fact contained in this report are
true and accurate.
* the reported analyses, opinions, and conclusions are
limited only by the reported assumptions and limiting
conditions, and are my personal, unbiased
professional analyses, opinions, and conclusions.
* I have no present or prospective interest in the
properties that are the subject of this report, and I
have no personal interest or bias with respect to the
parties involved.
* my compensation is not contingent upon the reporting
of a predetermined value or direction in value that
favors the cause of the client, the amount of the value
estimate, the attainment of a stipulated result,
or the occurrence of a subsequent event.
* my analyses, opinions, and conclusions were developed,
and this report has been prepared, in conformity
with the requirements of the Code of Professional
Ethics and the Standards of Professional Appraisal
Practice of the Appraisal Institute and in
conformance with the Uniform Standards of
Professional Appraisal Practice.
* I certify that the use of this report is subject to
the requirements of the Appraisal Institute relating
to review by its duly authorized individuals.
* I have not made a personal inspection of the
properties that are the subject of this report.
* unless noted in this report, no one else has provided
significant professional assistance to the person
signing this report.
* I certify that as of the date of this report, I have
competed the requirements under the continuing
education program of the Appraisal Institute.
* this appraisal assignment was not based on a
requested minimum valuation, a specific valuation,
or the approval of a loan.
Lawrence R. Nicholson, MAI
<PAGE>
Appraisal Certification
I certify that, to the best of my knowledge and belief:
* the statements of fact contained in this report are
true and accurate.
* the reported analyses, opinions, and conclusions are
limited only by the reported assumptions and limiting
conditions, and are my personal, unbiased
professional analyses, opinions, and conclusions.
* I have no present or prospective interest in the
properties that are the subject of this report, and I
have no personal interest or bias with respect to the
parties involved.
* my compensation is not contingent upon the reporting
of a predetermined value or direction in value that
favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated
result, or the occurrence of a subsequent event.
* my analyses, opinions, and conclusions were
developed, and this report has been prepared, in
conformity with the requirements of the Code of
Professional Ethics and the Standards of Professional
Appraisal Practice of the Appraisal Institute and in
conformance with the Uniform Standards of
Professional Appraisal Practice.
* I certify that the use of this report is subject to
the requirements of the Appraisal Institute relating
to review by its duly authorized individuals.
* I have not made a personal inspection of the
properties that are the subject of this report.
* unless noted in this report, no one else has provided
significant professional assistance to the person
signing this report.
* this appraisal assignment was not based on a
requested minimum valuation, a specific valuation, or
the approval of a loan.
Duncan O. Douglas
<PAGE>
EXHIBIT C
APPRAISER QUALIFICATIONS
<PAGE>
Lawrence R. Nicholson, MAI
Nicholson-Douglas Realty Consultants, Inc.
Principal
Experience Principal of Nicholson-Douglas Realty
Consultants, Inc., a Milwaukee-based real
estate appraisal and consulting firm
dedicated to providing reliable and well
documented valuations, feasibility and
market studies, and other real estate
consulting services in a personal and timely
manner.
Prior to forming Nicholson-Douglas Realty
Consultants, Mr. Nicholson was National
Managing Director of the Real Estate
Advisory Group (REAG) of American Appraisal
Associates. As an operating unit of the
world's largest independent valuation
consulting firm, REAG specialized in
providing appraisal, consulting, and market
research services nationwide.
Mr. Nicholson has extensive experience with
a variety of property types including office
buildings, regional malls, shopping centers,
apartment complexes, hotels, self storage
facilities, business/industrial parks,
developmental land, restaurants, and light
and heavy industrial facilities. He has
developed a national reputation for
innovative market research and valuation
techniques.
Local, regional and national clientele
includes financial institutions, law firms,
insurance companies, pension funds and
pension fund managers, corporations, and
governmental agencies, among others.
Academic University of Wisconsin - Madison
Background Master of Science - Real Estate Appraisal
and Investment Analysis
Bachelor of Business Administration -
Finance & Real Estate
Northwestern University
Management coursework
Appraisal Institute
Numerous real estate appraisal courses
Court
Experience Mr. Nicholson has provided expert testimony
concerning the market value of real estate
and partnership interests. He has given
depositions, provided expert testimony and
litigation support on the value of hotels,
office buildings, regional malls, shopping
centers, developmental land and industrial
facilities.
<PAGE>
Lawrence R. Nicholson, MAI
Professional Qualifications, continued
Professional
Affiliations Appraisal Institute
MAI Designation (#8077)
Board of Directors, Badger Chapter
Chairperson - Public Relations Committee
Ethics Administration Division - Assistant
Regional Member
Nonresidential Appraisal Reports Grader
(Former)
The Appraisal Foundation
Appraisal Standards Board - Technical
Issues Task Force
State Certifications
Wisconsin Certified General Appraiser
(#116)
Illinois Certified General Appraiser
(#153-000752)
Minnesota Certified Federal General
Appraiser (#4000643)
National Council of Real Estate Investment
Fiduciaries (NCREIF)
Valuation Committee
University of Wisconsin Real Estate Alumni
Association
Publications, Books
and Speeches Mr. Nicholson has authored articles and has
been quoted as an expert in numerous real
estate industry publications including The
Appraisal Journal, Pension World, National
Real Estate Investor, The Real Estate
Finance Journal, Urban Land, Pensions &
Investments, Commercial Investment Real
Estate Journal, Commercial Property News,
Real Estate Forum, Midwest Real Estate
News, Crain's Chicago Business, and The
Institutional Real Estate Letter. Mr.
Nicholson has also co-authored a chapter
regarding real estate valuation issues is
the book The Annual Review of Investment
Banking. Additionally, Mr. Nicholson has
given speeches regarding current real estate
valuation issues.
<PAGE>
Duncan O. Douglas
Nicholson-Douglas Realty Consultants, Inc.
Principal
Experience Principal of Nicholson-Douglas Realty
Consultants, Inc., a Milwaukee-based real
estate appraisal and consulting firm
dedicated to providing reliable and well
documented valuations, feasibility and
market studies, and other real estate
consulting services in a personal and timely
manner.
Mr. Douglas has extensive experience with a
variety of property types including office
buildings, regional malls, shopping centers,
apartment complexes, hotels, self storage
facilities, business/industrial parks,
developmental land, restaurants, and
industrial facilities. He is responsible
for a variety of client services including
client-specific research projects, real
estate valuation and consulting, expert
testimony, feasibility and marketability
studies.
Prior to the establishment of Nicholson-
Douglas Realty Consultants, Inc., Mr.
Douglas was the Director of Research for the
Real Estate Advisory Group, a Senior
Appraiser for American Appraisal Associates,
Inc., a Senior Commercial Appraiser for
Comerica Bank, Detroit, and had spent
several years appraising real estate in
Southern Ontario.
Mr. Douglas has appraised properties for
purchase price allocation, income and estate
tax settlement, year-end financial
reporting, litigation, and financing
purposes. Property interests he has
appraised include fee simple, leased fee,
leasehold, partial and partnership
interests, as well as valuing participating
mortgages.
He is an expert in the conception,
development, and maintenance of databases
tailored to the investment real estate
field. He designs and implements report
format, report presentation, and computer
modeling techniques for appraising
investment real estate. He was instrumental
in developing and refining demand side
analysis, a technique for forecasting growth
in commercial real estate market segments.
Local, regional and national clients include
the pension funds, banks, hospitality
concerns, legal and accounting firms, as
well as government agencies.
<PAGE>
Duncan O. Douglas
Professional Qualifications, continued
Academic Fanshawe College
Background Associate - Real Estate/Urban Affairs
Professional
Affiliations Appraisal Institute- MAI Candidate Number
M87-2712
Course work Includes:
1A1 Real Estate Appraisal
Principals
1A2 Basic Valuation
Procedures
SPP Standards of
Professional Practice
Capitalization Theory &
Techniques Part A
Capitalization Theory &
Techniques Part B
Case Studies in Real
Estate Valuation
Report Writing and
Valuation Analysis
The Appraisers Legal
Liabilities
Appraising Troubled
Properties
FIRREA: Overview and
Practical Applications
Environmental Risk and
the Real Estate Appraisal
Process
Understanding Limited
Appraisals and Appraisal
Reporting Options-General
State Certifications
Wisconsin Certified General Appraiser
(#175)
Michigan Certified Appraiser (#1201003105)
Georgia Certified General Real Property
Appraiser (#005334)
National Council of Real Estate Investment
Fiduciaries (NCREIF)
Research Committee
<PAGE>
GENERAL SERVICE CONDITIONS
The service(s) provided by Nicholson-Douglas Realty Consultants, Inc.
have been performed in accordance with professional appraisal
standards. Our compensation was not contingent in any way upon
our conclusions of value. We have assumed, without independent
verification, the accuracy of all data provided to us. We have acted
as an independent contractor and, although it is not our normal
practice, we reserved the right to use subcontractors. All files,
work papers, or documents developed by us during the course of the
engagement are our property. We will retain this data for at least
seven years.
Our report is to be used only for the purpose stated herein; any use or
reliance for any other purpose, by you or third parties, is invalid.
You may show our report in its entirety to those third parties who need
to review the information contained herein. Except as specifically
presented in the letter of transmittal, no reference to our name or
our report, in whole or in part, in any document you prepare and/or
distribute to third parties may be made without our prior written
consent.
You agree to indemnify and hold us harmless against and from any and
all losses, claims, actions, damages, expenses, or liabilities,
including reasonable attorneys' fees, to which we may become subject
in connection with this engagement. You will not be liable for our
negligence. Your obligation for indemnification and reimbursement
shall extend to any controlling person of Nicholson-Douglas Realty
Consultants, Inc., or any subcontractor, affiliate, or agent.
We reserve the right to include your company/firm name in our client
list, but we will maintain the confidentiality of all conversations,
documents provided to us, and the contents of our reports, subject to
legal or administrative process or proceedings. These conditions can
only be modified by written documents executed by both parties.
