Pendleton Appraisal, Ltd....Pcndlcton Appraisal, Ltd. Real Estate Appraisers and Consultants Matthew...

Pendleton Appraisal, Ltd.Real Estate Appraisers and Consultants

ESTIMATE OF MARKET VALUESummary Appraisal of Real Estate

CLB Enterprises, LLC PropertyVacant Commercial Land

Tract 1 0.301 acres and Tract 2 0.401 acres134 Riverside Drive

Espanola, New Mexico 87532

Prepared for

CLB Enterprises, LLC44 Bluestem Drive

Santa Fe, New Mexico 87506Attn: Mr. Ted Berridge

Effective Date of Appraisal -- as of December 2, 2011Date of Charitable Contribution of Appraised Property

Prepared by

PENDLETON APPRAISAL, LTD.Matthew H. Pendleton, MAI

369 Montezuma. Suite 238 Santa Fe, New Mexico 8750! 505-983-7315

Pcndlcton Appraisal, Ltd.Real Estate Appraisers and Consultants

Matthew H. Pendleton, MAI

January 11,2011

Mr. Ted BerridgeCLB Enterprises, LLC44 Bluestem DriveSanta Fe, New Mexico 87506

Re: Tract 1 0.301 acres and Tract 2 0.401 acres134 Riverside Drive Espanola, New Mexico

Dear Ted:

I have appraised the referenced property for the purpose of estimating its market value.

The attached appraisal conforms to the Uniform Standards of Professional Appraisal Practice {USPAP) and appraisalreporting guidelines established by federal regulatory agencies.

Descriptions of the appraised property and explanations of the appraisal procedures are provided herein.

This appraisal was predicated upon the following special assumptions.

The appraisal assumes there are no detrimental title conditions, survey plat matters or site physicalconditions that would be detrimental to value or marketability

Property rights appraised for this land value estimate were those of the undivided fee estate,assuming immediately marketable title, absent any fractional ownership interests.

With regard to environmental conditions, the appraised property contains a number of groundwatermonitoring wells installed in the early 1990s for use in a groundwater remediation effort that wasnecessitated by discovery of groundwater contamination originating at the Greyhound Mine's site on theopposite side of Riverside Drive from the appraised property. The New Mexico State EnvironmentalDepartment assumed responsibility for cleanup. Remediation procedures occurred in the 1990s andthe remediation equipment formerly on the appraised property was removed prior to the Berridgeacquisition. The appraised property continues to have monitoring wells that are periodicallyexamined by contractors working for the New Mexico Environment Department. In the most recentGroundwater Monitoring Report submitted to the State Environment Department in June 2009 by theenvironmental firm of Tecumseh Professional Associates with its subcontractor Brown Environmental,the recommendation at the appraised site is for plugging and abandonment of the remainingmonitoring wells followed by regulatory site closure. Considering this information, this appraisalassumes there are no significant contamination or environmental issues on or near the appraisedproperty that would be detrimental to value or marketability.

The appraisal and final value estimate reflect real estate only in as is condition excluding personalproperty, business value or other intangibles.

The results of this appraisal as of an effective date of December 2, 2011 may be stated as follows.

CLB Enterprises, LLC Property Vacant Commercial LandTract 1 0.301 acres and Tract 2 0.401 acres134 Riverside Espanola, New Mexico

Undivided Fee Market ValueReal Estate Only As Is Condition $200,000

A summary of the appraisal is provided on the following Executive Summary.

With regards,PBJDLETON APPRAISAI/VD.

AW*.'Matthew H. Pendleton, MAI

TUUi

L_\9 Montezuma, Suite 238 Santa Fe, New Mexico 8750I 505-983-7315

EXECUTIVE SUMMARY

Competency Provision: The appraiser holds trie MAI designation and is licensed as a General Appraiser bythe New Mexico Real Estate Appraisers Board. Real property appraisal experiencesince the 1980s includes a variety of commercial and special purpose propertiesSee the appraiser certificates at Exhibit A.

Purpose of Report: Estimate market value of the appraised property for income tax purposes inregard to a Charitable Remainder Unitrust reserving a right to the income fromthe donated property and a charitable contribution of the appraised property tothe Cancer Foundation for New Mexico. The date of the charitable contributioncoincides with the effective date of this appraisal stated below. The clientattorney instructions for this appraisal are attached at Exhibit A.

Definition of Market Value: The term "market value" used herein is synonymous with the term used by theOffice of the Comptroller of Currency of the United States (OCC) and is defined as:

The most probable price which a property should bring in a competitiveand open market under all conditions requisite to a fair sate, the buyerand seller, each acting prudently, knowledgeably and assuming the priceis not affected by undue stimulus. Implicit in this definition isconsummation of a sate as of a specified date and passing of titte fromseller to buyer under conditions whereby:

Buyer and seller are typically motivated;Both parties are well informed or well advised and each acting in what heconsiders his own best interest;A reasonable time is allowed for exposure in the open market;Payment is made in terms of cash in U.S dollars or in terms of financialarrangements comparable thereto; andThe price represents the normal consideration for the property sold unaffected byspecial or creative financing or sales concessions granted by anyone associatedwith this sale.'

Intended Use of Appraisal:

Intended User of Appraisal:

Assist the appraisal client in asset value information and estate planning withregard to the aforementioned charitable contribution.

Client and intended user of appraisal is CLB Enterprises, LLC and any designatedsuccessors and or assigns.

Property Rights Appraised: Undivided fee estate, subject to restrictions and easements of record. "Fee simple"estate is defined as:

"an absolute fee, a fee without limitations to any particular class of heirs orrestrictions, but subject to the limitations of eminent domain, escheat, police power,and taxation An inheritable estate."2

Effective Date of Appraisal:

Date of Report:

December 2, 2011

January 11, 2012

date of charitable donation of appraised property

the date of writing of appraisal report

Federal Register volume 55. Number 165, Thursday. August 24 1990. Rules and Regulations. 468*. Section 3442(f) approved by the Office o( Thrift Supervision and the

Office at the Comptrollef of the Cunency of the United States of America

The Appraisal a Real Estate Appracal Instrtute. 10lh edition, {Clucago. IL Al, 1992) 122

Pendleton Appraisal, Ltd. Hi

Appraised Property: CLB Enterprises, LLC commercial property holding at 134 Riverside Drive withinthe city limits of Espanola, New Mexico defined as follows.

Tract 1 0.301 acres plus the contiguousTract 2 0-401 acres

This is essentially vacant commercial B-2 zoned land being the former site of agasoline service station Property location is along the east frontage of RiversideDrive opposite the Paseo De Onate intersection, within the central sector ofEspanola See the maps at Exhibit B for property location.

Property History: The appraised property is the site of a former gasoline station and has also beenthe site of groundwater remediation and monitoring effort put in place prior to theBerridge acquisition by Special Master's Deed in 1997. New MexicoEnvironmental Department remediation procedures occurred in the 1990s andthe remediation equipment was removed. The former service station building atthe appraised property was demolished around 1999. The property hasmonitoring wells examined annually by the Environment Department. Thesewells are now reportedly in the process of being plugged and abandoned. Therehave been no sales of the appraised realty within the past three years.

Legal Description: Described by metes and bounds as Tract 1 and Tract 2 of the El Otro PropertiesSpecial Master's Deed property within Section 2, Township 20 North, Range 8East, NMPM, City of Espanola, County of Santa Fe, New Mexico. Note thebearings and distances on the Special Master's Deed do not match precisely thebearings and distances shown on the survey plat See attached Exhibit C for thesurvey plat and most recent acquisition deed.

Land Area Appraised:

Buildings:

Site Improvements:

Combined Tract 1 and Tract 2 0.702 acres

None as of appraisal.

Remnant concrete and asphalt drive pads and building slab, concrete pumpislands and miscellaneous items. Property is reportedly served by city water,sewer, electrical power and natural gas service.

Pendleton Appraisal, Ltd. rv

Highest and Best Use: Commercial frontage location that will require demolition and removal of theconcrete and slab remnants Possible that appraised site has potential for futurecommercial construction via assemblage with adjoining property.

Scope of the Appraisal: The format of this appraisal was a summary report.

This Summary Appraisal Reports conforms to Standards Rule 2 of the UniformStandards of Professional Appraisal Practice. It presents summary discussions ofthe data, reasoning and analyses used in the appraisal process to develop theopinion of value. Supporting documents concerning the data, reasoning andanalyses not otherwise presented herein are retained in the appraisal file. Thedepth of discussion contained in this report is specific to the needs of the client andfor the intended use stated herein The appraiser is not responsible forunauthorized use of this report.

The site was described using the available survey plat and by physical inspectionsof the property undertaken by the appraiser and appraisal staff. Consideration wasgiven to the described condition of the property.

Market data in the form of comparable land sales were investigated and aresummarized in the appraisal Transactions used for comparison were verified withthe Multiple Listing Service, local County Assessors, the Santa Fe and Rio ArribaCounty Clerk offices and local real estate principals and brokers

The final value estimate reflects an opinion of open market price the property wouldbear for real estate only in as is condition, excluding personal property, businessvalue or other intangibles.

Method of valuation used in this appraisal was sales comparison with discount toreflect existing conditions at the property and within the competitive market as of thedate of charitable contribution.

Valuation Method. Sales comparison for land appraised in as is condition.

Final Value Estimate

CLB Enterprises, LLC Property Vacant Commercial LandTract 1 0.301 acres and Tract 2 0.401 acres134 Riverside Espanota, New Mexico


Estimated Marketing Time: The opinion of current marketing time for the appraised property is based on thecondition of the south Riverside Drive market and the periphery area ofEspanola that exit the crty along the Los Alamos Highway toward the new bridge.

There are a number of alternative investment properties in nearby commerciallocations. Some of these properties have been available for years. While not allof these properties are directly comparable to the appraised property, theirpresence nevertheless places pressure on the expectations of marketing timewhen realty is placed on the open market for sale

Based on these observations the appraiser estimate of the time required toconsummate a sale the appraised property is an additional 12 months ofmarketing time in the current market over and beyond typical marketing timesfound previously.

Appraiser: Matthew H. Pendleton, MAIPendleton Appraisal, Ltd. Federal Identification Number 85-0393973

Pendleton Appraisal, Ltd.

Espanola and Neighborhood Description

The majority of recent commercial real estate activity in Espanola has been along the northern reaches of town frontingRiverside Drive. Riverside Drive also known as NM Highway 68 travels north to south through the city onward norththrough the canyon of the Rio Grande to Taos and other communities leading to Colorado.

Recent redevelopments within the north end of town include a new Wai Mart Super Center with pad sites developed bya Texaco Convenience Store, a Wendy's restaurant and a Taco Bell. More recent redevelopments include the Lowe'sHome Improvement store, restaurants and an Alltel mobile phone outlet.

What is perhaps most significant about these new developments is the migration of national and regional stores toEspanola including the Chili's Restaurant, Walgreen's and the big box retailers.

Traffic counts on Riverside are increasing over the past decade. Approximate counts per the New Mexico Department ofTransportation are as follows.

Traffic Counts on Riverside DriveEspanola, New Mexico

Route Junction 2001 2005 2009 Annual Change

US 68/Riverside Paseo de Onate 13,489 15,126 15,669 +1.9%

US 68/Riverside NM 76 to Chimayo 20,000 20.697 21,522 +1.0%

US 68/Riverside Fairview Drive 15,203 18,237 19.946 +3.9%

The commercial uses north of the Fairview intersection on north Riverside Drive, including the Lowe's HomeImprovement Center and the Wai Mart Supercenter, appear to form a distinct retail neighborhood.

Immediate Neighborhood

The immediate area of the appraised property is common with south Riverside Drive near the point of two river bridgecrossings to the west side of town. The southern crossing known as the Santa Clara Bridge is also known locally asthe new bridge due to more recent construction. The original crossing just to the north is the within the old townhistoric district via Paseo de Onate and is known as the Onate bridge.

The appraised property is one of a number of older vintage properties along the segment of Riverside Drive near thetwo bridge crossings. This district is supported by local banks, hardware and supply outlets and a variety of smallscale and mostly locally owned businesses.

While new construction is not evident to the degree found in the northern reaches of Riverside Drive, developmentsthat have come forth recently along south Riverside include the new Santa Claran Hotel and Casino complex by theSanta Clara Tribe, addition of a Century Bank branch at the Big Rock site and redevelopment of the Valley NationalBank main branch facility. The forecast is for gradual redevelopment of older vintage property.


Appraised Property Description

The appraised property is contained within two lots of record accessed off Riverside Drive as described below. This isa site cleared of former building improvements though containing remnant paving and concrete surfaces.

For illustration refer to the following attachments.

Exhibit C

Survey Plat of Appraised Land

Exhibit D

Aerial PhotographSubject Property PhotographsCity Zoning MapFlood Hazard Map

Site Description

Site Area: Size of the appraised property according to most recent survey plat is as follows.

Tract 1 0.301 acresTract 2 0.401 acresTotal Property 0.702 acres

Terrain: Essentially level. The northeasterly extension of Tract 2 reaches a surfaceirrigation ditch alignment with some tree cover.

Access: Paved access points in place along the western flank of the property frontage.Primary access appears to be north bound Riverside.

Zoning: According to the City of Espanola the underlying zoning is B-2 General CommercialDistrict permitting commercial uses intended for primary corridors.

Flood Zone Status: According to FEMA Flood Zone Map 350052 effective February 19, 1986 the areaof the appraised property lies in Zone C, an area lying outside flood hazard areas.

Easements: None shown on survey plat. An overhead utility line is shown crossing the midportion of the property from north to south.

Services:

Environmental:

City water, city sewer, electrical power, natural gas and phone are adjacent.

Conditions were described previously. This appraisal assumes no environmentalconditions are present that would affect the value or marketability. Refer to theAssumptions and Limiting Conditions of this report for additional comments onenvironmental hazards.

Highest and Best Use: Possible that appraised site has potential for future commercial construction onceappropriate studies, testing, site clearing and planning approvals areimplemented and attained.


Valuation Procedure

The valuation section arrives at an estimate of market value for the appraised property as vacant land in as is condition.

Land Value by Sales Comparison

The value of the appraised land was estimated by sales comparison in which recent comparable land sales werecompared to the appraised property. The unit of comparison used in this sub market is sales price per square foot.

Factors of comparison considered were as follows.

Property Rights Conveyed - The property rights conveyed in each sate were fee simple and fee simple value was usedas the basis for comparison, except as noted

Financing - Financing terms were cash or cash equivalent terms.

Conditions of Sate - The conditions and motivational influences behind each sate were "arms length" and noconcessions or other special circumstances influenced the prices reported, except as noted-

Location - Street location and accessibility are important in setting commercial land prices Adjustments for location areapplied to the key sates as necessary.

Physical - Tract size will influence price per square foot. Adjustments are applied as necessary.

A summary of the land sale comparisons follows.


Map Locating ComparableEspanola, New Mexico


Commercial Land ComparisonsEsparto/a, New Mexico thru late 2011

R«f.SaleDate

Grantor/Grantee

SalePrice

SizeZoning

Price PerSquare Foot

Description/Comments

Riverside Drive Property

06/2003 Merhege Estate $500,000 1.359 acres $8.47 psfCentury Bank B-2

Just south of Valley Drive frontingNorth Riverside Drive. Opposite Wai Mart.

2 03/2005 Kiesel Rev. Trust $360,000 0.880 acres $9.39 psfRajpul Living Trust B-2

East side of Riverside, north ofWal-Mart. Non signalized corner.

3 09/2008 Cedar Grove $1,000,000 2.877 acres $7.98 psfTsay Corporation B-2

East frontage at 1300 block Riverside, twoproperties south Auto Zone opposite Lowe's.

4 09/2009 Donald O'Brien $282,500 0.526 acres $12,33 psfInfinite Ambitions, LLC B-2

East side Riverside south of Fairview.near center anchored by Walgreens.

5 09/2009 Century Bank $600,000 1.359 acresDuran and Younger adjusted for B-2

broker commission

6 2011 Bruce Law Property $2,500,000 10.37 acresListing SF Realty Partners asking B-2 and R-6

$10.14 psf

$8.00 psf frontage 4.67 ac$3.51 psf rear R-6 5.70ac

Proposed Century Bank branch resale of Sale 1.North Riverside opposite Wai Mart.

East frontage at 900 Riverside Driveseveral blocks south of Fairview.

Paseo De Onate Property

7 08/2008 Rodriguez Estate $720,000 2.685 acres $6.16 psfDel Norte Credit Union B-1

Signalized northeast corner Paseo Onate andVietnam Veterans Road. Credit Union branch site.

Pondleton Appraisal, Ltd.

Analysis of Land Sales

Adjustments applied to the primary comparisons result in the following indications of value.

Sale Sale3 Sale 4 Sate 6Reference Cedar Grove Ambitions Del Norte

Tract Size 2-877 ac 0.526 ac 2.685 ac

Base Price $7.98 psf $12.33 psf $6.16 psf

Location Adjustment

Tract Size Adjustment

Value Indications $8.38 psf $8.63 psf $8.32 psf

The comparisons above suggest a land value for the appraised property in the range of $8.32 to $8.63 per squarefoot under normal site and marketing conditions.

superior-10%

much larger+15%

superior-20%

smaller-10%

inferior+20%

much larger+15%

Pendteton Appraisal, Ltd.

Conclusion of As Is Value

In light of current site conditions and the current market, the appraised land was valued as follows.

Preliminary Indication of ValueRelying upon Sales Comparison Method

0.702 acres x 43,560 sf per acre @ $8.50 psf $259,923

Less Allowance for Site Conditions TestingSite Clearing, Soils, Monitoring Wells, Utilities estimated (20,000)

Less Allowance for Land Use Approval ProcessLegal, Survey, Planning, Environmental Opinion estimated (20,000)

Subtotal $219,923

Discounted for Additional Marketing Time estimated1 0 year period @ 10.0% Annual Discount Factor x 0.9091

Final Market Value Estimate Real Estate Only As Is ConditionTract 1 and Tract 2 134 Riverside, Espanola $199,932

Rounded $200,000

Based on the above the final value estimate as of December 2, 2011 may be stated as follows.

CLB Enterprises, LLC Property Vacant Commercial LandTract 1 0.301 acres and Tract 2 0.401 acres134 Riverside Espanola, New Mexico



CERTIFICATION

The undersigned hereby certifies, except as otherwise noted in this appraisal report, to the best of my knowledge and belief:

The statements and facts contained in this report are true and correct. The reported analyses, opinions and conclusionsare limited only by the reported assumptions and limiting conditions and are my personal, impartial and unbiasedprofessional analyses, opinions and conclusions

I have no present or prospective interest in the property that is the subject of this report and no personal interest withrespect to the parties involved. I have no bias with respect to the property that is the subject of this report or to theparties involved with this assignment.

My engagement in this assignment was not contingent on developing or reporting predetermined results. This appraisalassignment was not accepted or prepared on the basis of a requested minimum valuation, a specific valuation, or theapproval of financing.

My compensation for completing this assignment ts not contingent upon the development or reporting of apredetermined value or direction in value that favors the cause of the client, the amount of the value opinion, theattainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of thisappraisal.

The reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity withthe requirements of the Code of Professional Ethics and Standard of Professional Appraisal Practice of the AppraisalInstitute, which include the Uniform Standards of Professional Appraisal Practice. The use of this report is subject to therequirements of the Appraisal Institute relating to review by its duly authorized representatives

I have made personal inspection of the property that is the subject of this report. No one provided significant realproperty appraisal assistance to the persons signing this certification As of the date of this report, Matthew Pendleton,MAI has completed the educational requirements under the continuing education program of the Appraisal Institute. Asof the date of this report, Matthew Pendleton, MAI has completed the continuing education requirements of the State ofNew Mexico pertaining to licensed real estate appraisers.

This appraisal was predicated upon the following special assumptions.

The appraisal assumes there are no detrimental title conditions, survey plat matters or siteimprovement physical conditions that would be detrimental to value or marketability.

Property rights appraised for this land value estimate were those of the undivided fee estate,assuming immediately marketable title, absent any fractional ownership interests

With regard to environmental conditions, the appraised property contains a number of groundwatermonitoring wells installed in the early 1990s for use in a groundwater remediation effort that wasnecessitated by discovery of groundwater contamination originating at the Greyhound Mino's site on theopposite side of Riverside Drive from the appraised property. The New Mexico State EnvironmentalDepartment assumed responsibility for cleanup. Remediation procedures occurred in the 1990s andthe remediation equipment formerly on the appraised property was removed prior to the Berridgeacquisition. The appraised property continues to have monitoring wells that are periodicallyexamined by contractors working for the New Mexico Environment Department, in the most recentGroundwater Monitoring Report submitted to the State Environment Department in June 2009 by theenvironmental firm of Tecumseh Professional Associates with its subcontractor Brown Environmental,the recommendation at the appraised site is for plugging and abandonment of the remainingmonitoring wells followed by regulatory site closure. Considering this information, this appraisalassumes there are no significant contamination or environmental issues on or near the appraisedproperty that would be detrimental to value or marketability.

The appraisal and final value estimate reflect real estate only in as is condition excluding personalproperty, business value or other intangibles.

Matthew H. Pendleton, MAINM General Certified Appraiser #000277-0


ASSUMPTIONS AND LIMITING CONDITIONS

1. This is a Summary Appraisal intended to comply with the reporting requirements set forth under the relevantStandard Rules of the Uniform Standards of Professional Appraisal Practice. The information contained in thisreport is specific to the needs of the client and for the intended use stated in this report. The appraiser is notresponsible for unauthorized use of this report.

2. We have relied on information prepared by the property owner representative, licensed surveyors and other realestate professionals in making certain decisions in the process of this appraisal. No one else provided significantprofessional assistance to the persons signing this report. We have accepted this information as accurate,based on the fact that they represent matters beyond our expertise as appraisers along with the fact that theywere prepared by recognized professionals.

3. No responsibility is assumed for the legal description or for matters including legal or title considerations. Title tothe property is assumed to be good and marketable unless otherwise stated.

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

5. Responsible ownership and competent property management are assumed.

6. The information furnished by others is believed to be reliable. However, no warranty is given for its accuracy.

7. All engineering is assumed to be correct. The plot plans and illustrative material in this report are included onlyto assist the reader in visualizing the property.

8. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures that renderit more or less valuable. No responsibility is assumed for such conditions or for arranging engineering studiesthat may be required to discover them.

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

10. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless anon conformity has been stated, defined, and considered in the report.

11. It is assumed that all required licenses, certificates of occupancy, consents, or other legislative or administrativeauthority from any local, state, or national government or private entity or organization have been or can beobtained or renewed for any use on which the value estimate contained in this report is based.

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

13. 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 bepresent on the property, or other environmental conditions, were not called to our attention nor did we becomeaware of such during our inspection. We have no knowledge of the existence of such materials on or in theproperty unless otherwise stated. However, we are not qualified to test such substances or conditions. If thepresence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardoussubstances or environmental conditions, may affect the value of the property, the value estimated is predicatedon the assumption that there is no condition on or in the property or in such proximity thereto that it would causea loss in value. No responsibility is assumed for any such condition, nor for any expertise or engineeringknowledge required to discover them.

Pendleton Appraisal, Ltd. 11

14. The Americans with Disabilities Act (ADA) became effective on January 26, 1992. We have not made a specificcompliance survey and analysis of the property to determine if it is in conformance with the various detailedrequirements of the ADA. It is possible that a compliance survey of the property along with a detailed analysis ofthe requirements of the ADA could reveal that the property is not in compliance with one or more of therequirements of the Act. If so, this could have a negative effect upon the value of the property. Since we do nothave direct evidence relating to this issue, we did not consider possible non-compliance with the requirements ofthe ADA in estimating the value of the property.

This report has been made with the following general limitations:

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

16. The distribution, if any, of the total valuation in this report between land and improvements applies only under thestated program of utilization.

17. By reason of the assignment we are not required to give consultation, testimony, or be in attendance in court orany other hearing with reference to the property unless written contractual arrangements have been previouslymade relative to such additional services.

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

19. Neither all, nor any part of this report, or copy thereof shall be used for any purposes by anyone other than theclient to which the report is addressed without the prior written consent of the appraisers, nor shall it be conveyedby anyone to the public through advertising, public relations, news, sales, or other media, or any other means ofcommunication (including without limitation prospectuses, private offering memoranda and other offering materialprovided to prospective investors) without the prior written consent of the appraisers.

Pendleton Appraisal, Ltd. 12

Contents of Exhibit A


Member Certificate Appraisal InstituteMatthew H. Pendleton, MAI Certificate No. 7280

MEMBERSHIP CERTIFICATE

APPRAISAL This Certifies That

INSTITUTE Matthew H. Pendletonwas admitted to membership in the American Instituteof Real Estate Appraisers as an MAI Member (7280)

on the 27th day of November, 1985 and by virtueof the unification of the American Institute of Real Estate Appraisers

and the Society of Real Estate Appraisers has become anMAI Member

in the Appraisal Institute and is entitled to all the rights andprivileges of membership subject only to the limiting

conditions set forth from time to time in the Bylaws andRegulations of the Appraisal Institute.

In Witness Whereof, the Board of Directors of the Appraisal Institute hasauthorized this certificate to be signed in its behalf by the President.

PRESIDENT

TICS CERTIFICATE IS THE PROPERTY OF THE APPRAISAL INSTTT1/TE ANDMtET BE RETUM.TB TO THE SBOIETAICV UPON TERMINATION OF


Appraiser New Mexico CertificationGeneral Certified Appraiser 277-G

I• i '

-c ^T_LJ-J~ ;>~1-ijLjJ~.c.~K j-r".-i-~

THIS IS TO CERTIFY THAT

Matthew H Pendletonis licensed / registered by the New Mexico Regjiauon and Licensing Department

in accordance wiih pffjvis<ons ol laws in the Stale of New Mexico.Uicense / RegisiraiJ&n No. License •' Regisitanon Type

27-7-(

12/01/1990. 04/30/2012

•

The bearer is proriibilcd by law from using this tOffKcalion card lo give Hit•ssion Uial they are m any «ay connected wnh\govermentBl agency. . U~?4

wDW

>T<ffi

HH

REAL ESTATE APPRAISERS BOARDPO Box 25101 Santa.Fe, NM 87504 (505) 476-4611

This is to certify thatMatthew H Pendleton#277-G

Having complied with the provisions of the New Mexico Real Estate AppraisersAct is hereby granted a license to practice as a

GENERAL CERTIFIED APPRAISERThis appraiser is eligible to perform in Federally Related Transactions

Issue Date: 12/01/1990 Date Expires: O4/30/2012

MUSJ BECQNSPj£UOUSLY POSTED IN PLACE OF BUSINESS-- SZH-SC-H^H-K-1- -nrJ^^Tj ^Hh


SommerUdaliSutinLaw Firm

STREET ADDRESS

200 West Marcy StreetSuite 129Santa Fe, New Mexico87501

MAILING ADDRESS

Post Office Box 1984Santa Fe. New Mexico87504-1984

FACSIMILE

505.988.7029

WEBSITE

www.SommerUdall.com

TELEPHONE

505.982.4676

Michael G. SutinKimball R. UdallJ. Michael HyattEric M. Sommer

Jack N. HardwickKurt A. SommerMacDonnell GordonTracy T. Howell

Candice Lee OwensJeremy R. JonesMark Kriendler NelsonPatrick D. Barry

Of CounselCheryl Pick Sommer

Joseph A. Sommer(1922-2006)

December 29, 2011

Ted Berridge44 Bluestem Dr.Santa Fe,NM 87506

Re: Qualified Appraisal

Dear Ted:

With respect to the Charitable Remainder Unitrust we prepared earlier this month, we are writingto remind you that a qualified appraisal of the real property is needed in order to file an income taxreturn for this charitable gift.

As you know, when a gift of non-cash property is made, the taxpayer must obtain a qualifiedappraisal if the claimed value of the property exceeds $5,000.

Under the Internal Revenue Code, a qualified appraisal is an appraisal document that: (i) is made,signed, and dated by a qualified appraiser in accordance with generally accepted appraisal standards,(ii)relales to an appraisal made not earlier than sixty (60) days before the date of contribution of theappraised property, (iii) does not involve an appraisal fee which is based on a percentage of theappraised value, and (iv) includes certain information concerning the property, the charitable gift,the appraiser, and the appraisal, as follows:

• A description of the property in sufficient detail for a person who is not generallyfamiliar with the type of property to determine that the property appraised is theproperty that was (or will be) contributed;The date of contribution, in this case December 2, 2011;

• The terms of the Unitrust Agreement reserving a right to the income from thedonated property;The name, address, and taxpayer identification number of the qualified appraiser and,if the appraiser is a partner, an employee, or an independent contractor engaged bya person other than the donor, the name, address, and taxpayer identification numberof the partnership or the person who employs or engages the appraiser;

• The qualifications of the qualified appraiser who signs the appraisal, including theappraiser's background, experience, education, and any membership in professionalappraisal associations;

Ted BerridgeDecember 29, 2011

Page 2

A statement that the appraisal was prepared for income tax purposes;• The date (or dates) on which the property was valued;

The appraised FMV on the date of contribution, in this case December 2, 2011;The method of valuation used to determine FMV, such as the income approach, thecomparable sales or market data approach, or the replacement cost less depreciationapproach; andThe specific basis for the valuation, such as any specific comparable salestransaction.

The qualified appraisal should be valued as of the date of the gift, which was December 2, 2011.In addition, your parents must receive the qualified appraisal before the due date, includingextensions, of the return on which a charitable contribution deduction is first claimed for theproperty.

I hope that you find this information helpful. Please do not hesitate to contact me with any questionsthat you may have in this regard.

Sincerely,

Kurt A. Sommer

KAS:pdb

Enclosure

cc: Chester and Luz BerridgeMichael Prinzo, CPA

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Confenfs of Exhibit B


Property Location on New Mexico State MapNorthern Central New Mexico Locations

Pendfeton Appraisal, Ltd.

Property Location on City MapEspanola, New Mexico

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Property Location on Aerial PhotographEspanola, New Mexico


Contents of Exhibit C


Appraised Property Survey PlatEspanola, New Mexico


Appraised Property Most Recent Acquisition DeedEspanola, New Mexico

SPECIAL MASTER'S DEED 1387653

Mel E. Yost, duly appointed Special Master pursuant to the Order of the

Honorable Petra Maes, District Judge, in Cause No. SF 96-1452 (C), for

consideration paid, hereby grants and conveys to El Otro Properties, Ltd., the

following described property located in Santa Fe County, New Mexico

All the following two tracts of land lying and being situate within theSanta Clara Pueblo Grant, Santa Fe County, New Mexico, as shownon Plat of Survey prepared for Bennie M. Chavez by Samuel P.Davalos, N.M. Reg. Prof. Engr. and L.S. No. 564, bearing surveyor'sidentification No. C-100 A-41RV, and more particularly describedas follows, to wit:

TRACT NO. 1: Beginning at a USGLO Brass cap marking cornerNo. 1 of Private Claim 365 and corner No. 2 of Private Claim No.359; thence S. 37 deg. 12' W., 90.7 feet to an iron pipe marking theNE corner of Tract No. 1 and the point of beginning; thence N. 82deg. 31'W., 122.1 feet to an iron pipe; thence N. 87 deg. 27'W.,65.1 feet to an iron pipe marking the NW corner of the tract; thenceS. 23 deg. 52' E., 95.0 feet to an iron pipe; thence S. 34 deg. 24' E.62.5 feet to an iron spike marking the SW corner of the tract; thenceN. 43 deg. 04' E. 165.0 feet to the point of beginning.

TRACT NO. 2: Beginning at a USGLO Brass Cap marking thecorner No. 1 of Private Claim 365 and corner No. 2 of Private ClaimNo. 359 and the NW corner of the herein described tract; thence S.37 deg. 12' W., 90.7 feet to an iron pipe; thence S. 43 deg. 04' W.165.0 feet to an iron spike marking the SW corner of the tract;thence S. 34 deg. 24' E., 78.0 feet to an iron pipe marking the SEcorner of the tract; thence N. 49 deg. 28' E,, 100.0 feet to an ironpipe; thence N. 22 deg. 14' E., 195.2 feet to an iron pipe marking theNE corner of the tract; thence N. 66 deg. 28' W., 28.8 feet to thepoint of beginning.

Together with all improvements thereon, plus all easements, mineralrights and water rights appurtenant to the Subject Property.


Appraised Property Most Recent Acquisition DeedEspanola, New Mexico

1387653

Subject to: Ad valorem taxes.

Subject to: Reservations, restrictions and easement of record, if any.

WITNESS MY HAND AND SEAL on the date below written.

ilkMel E. Yost, Special Master

STATE OF NEW MEXICO

COUNTY OF SANTA FE)ss.)

My commission expires:

specialinasterdeed

This instrument was acknowledged before me on this 3/» 'aay of June,1997, by Mel E. Yost, Special Master.

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Pendieton Appraisal, Ltd.

Contenfs of Exhibit D


Property Location on Aerial PhotographEspanola, New Mexico


Subject Property PhotographsCLB Enterprises, LLC Property

Vacant Commercial LandTract 1 0.301 acres and Tract 2 0.401 acres

Espanola, New MexicoTaken January 2012 by Pendleton Appraisal, Ltd.

Typical street scene along Riverside Drive looking north, appraised property on right





South view along Riverside Drive, appraised property on left





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Appraised property looking westerly, taken from near southeast corner of appraised site.





Typical as is condition of appraise site looking northeast, taken from near southwest corner of site.


Property Location on City Zoning MapEspanola, New Mexico

Appraised Property Lies within tfie B-2 General Commercial District


Property Location on FEMA Flood Hazard MapRio Arriba County, New Mexico

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