2016 Information About Form 090-PF and Its Separate Internal Revenue Service L ► (Nstrucbons Is At

•33504013 732143 21600007 75 2949135702224 7 EXTENDED TO NOVEMBER 15, 2017 Return of Private Foundation OMB No 1545-0052 Form 990 -PFF or Section 4847( aXl) Trust Treated as Private Foundation not enter social security numbers on this form as it Department of the Treasury ► Do may be made public. 2016 Information about Form 090-PF and its separate Internal Revenue Service L ► (nstrucbons is at www.ins.gov/form990pf. n o u is ns on For calendar year 2016 or tax year beginning MAY 18 , 2016 , and ending DEC 31, 2016 Name of foundation A Employer identification number THE J.W. AND SANDRA L. MITCHELLFOUNDATION 81-2945933 Number and street (or P O box number if mail is not delivered to street address) mfsuite B Telephone number 75 ARGONAUT 949-975-1999

City or town , state or province , country, and ZIP or foreign postal code C If exemption application is pending, check here Pp.= ALISO VIEJO, CA 92656 G Check all that apply OX Initial return Initial return of a former public charity D 1. Foreign organizations , check here Final return Q Amended return 2 . organiz meeting test, Address change Q Name change check here and attach comp ► H Check type of organization OX Section 501 (c)(3 ) exempt private foundation E If private foundation status was terminated 0 Section 4947(a )( 1 ) nonexempt charitable trust 0 Other taxable p rivate foundation under section 507(b)(1)(A) , check here 10, I Fair market value of all assets at end of year J Accounting method OX Cash 0 Accrual F If the foundation is in a 60-month termination (from Part ll, col. (c), line 16) 0 Other (specify) under section 507(b)( 1)(B), check here . ► $ 20,000,000 • (Part 1, column (d) must be on cash basis.) pan I Analysis of Revenue and Expenses d Disbursements (The total of amounts in columns (b), (c), and (d) may not (a) Revenue and (b) Net investment (c) Adjusted net ( ) expenses per books income for ch( aritable purposes ne^a,y equal the amounts in column (a)) income basis only)ry) 1 Contributions , grits, grants , etc., received ..... 20,000,0 0 0• N/A 2 Check 10- = d V. foundation Is not rel mad to attach Sch B Interest on savings and temporary 3 cash investments 4 Dividends and interest from securities - -( -- - 5a Gross rents - -- ...... t b Net rental into 'or

6a Net g^ia orljtoss)n omsals 0 Gro^Iqs pnceforall ^^ dt C b asreb In ine Sa --- 7 C^9ItN g/tan n jq(iom Part N, line 2) -1 0 8 Net slid capital gain2017.... 9 Incomermodrfcabons /° i - Gross safes ' less returns' 10a and allowances' ^'°n?^ ll^ b Less Cost of goods so JI II c Gross profit or (loss) 1" ___ .______11 Other Income 12 Total . Add lines 1 throuh11 20 , 000 , 000.

1 3 Compensation of officers , directors , trustees , et- 0 . . 0 . 14 Other employee salaries and wages. 15 Pension plans, employee benefits U) y 16a Legal fees Accounting fees CL b W c Other professional fees 17 Interest 0 18 Taxes ... 19 Depreciation and.depletlon 20 Occupancy Da 21 Travel , conferences , and meetings % 22 Printing and publications I 23 Other expenses 24 Total operating and administrative a expenses . Add lines 13 through 23 0 . 0 . 0 . a 25 Contri butions , gifts, grants paid 0 • 0 26 Total expenses and disbursements. Add lines 24 and 25 0 . 0 . 0 27 Subtract line 26 from line 12

a Excess of revenue over expenses and disbursements 20 , 000 , 000 b Net investment income (if negative enter -o-) 0. c Adjusted net income [if negative, enter -G-) N/A 623501 11-23-16 LHA For Paperwork Reduction Act Notice , see Instructions . Form 990-RF 201 1 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 4 3 33504013 732143 21600007 76 THE J.W. AND SANDRA L.

Fnrm aan-pF igniai MITCHELL FOUNDATION D- 12

Attached schedule, andamountsin the descnption Begmmng of year End of year ps i Balance Sheets cdumnsnandbe end-ot-yearamounts onry for (a) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-interest-bearing - 2 Savings and temporary cash investments ...... 3 Accounts receivable ► Less allowance for doubtful accounts ► 4 Pledges receivable ► Less allowance for doubtful accounts ► 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons ... .. 7 Oth notes and loans recerwable Less allowance for doubtful accounts ► 8 Inventories for sale or use 9 Prepaid expenses and deferred charges a 10a Investments - U S and state government obligations •- b Investments - corporate stock c Investments - corporate bonds -

11 Ime b i lien - land buildups and eµupmait bass ► 20j000,000. L-accumulated itreaaem . . ► 20, 000, 000. 20,000,000. 12 Investments - mortgage loans ..- 13 Investments - other ••••• 14 Land, buildings, and equipment basis ► Less: acuminated ftrwabm - ► 15 Other assets (describe 16 Total assets (to be completed by all filers - see the instructions Also see page 1 item I 0. 20 , 000 , 000. 20 , 000 , 000. 17 Accounts payable and accrued expenses 18 Grants payable co 19 Deferred revenue

20 Loans from officers, directors, trustees, and other disqualified persons ...... - 142 , 2 2 9 . 'NTS i EM 2 21 Mortgages and other notes payable - J 22 Other liabilities (describe ►

23 Total liabilities (add lines 17 throw h 22) 0. 142 , 229 Foundations that follow SFAS 117, check here - -- ► 0 and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted -.-- W 25 Temporarily restricted ...... M 26 Permanently restricted Foundations that do not follow SFAS 117, check here - ► 0 LL and complete lines 27 through 31. 0 27 Capital stock, trust principal, or current funds ------0. 0 28 Paid-in or capital surplus, or land, bldg., and equipment fund ...... 0. 0 4 29 Retained earnings, accumulated income, endowment, or other funds.. 0. 19,857,771 e z 30 Total net assets or fund balances 0. 19,857,771 .

31 Total liabilities and net assets/fu nd balances 0 . 20 , 000 , 000 . p Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 0. 2 Enter amount from Part I, line 27a !0,000,000. 3 Other increases not included in line 2 (itemize) ► 0. 4 Add lines 1, 2, and 3 !.0,000,000. 5 Decreases not included in line 2 (itemize) ► SEE STATEMENT 1 142,229. - Part II, column L9,857,771. Form 990-PF (2016) 623511 11-23-16 2 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 •33504013 732143 21600007 77 THE J.W. AND SANDRA L. Form 990-PF (2016) MITCHELL FOUNDATION 81-2945933 Page 3 Pmt IV Capital Gains and Losses for Tax on Investment income (a) List and describe the kind(s) of property sold (e.g , real estate, (b How acquired (c) Date acquired (d) Date sold D - Purchase (mo day, yr.) 2-story brick warehouse, or common stock, 200 shs MLC Co.) D - Donation , (mo , day, yr) 1a b NONE C d e Depreciation allowed (g) (e) Gross sales price (f) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) a b c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col (h) gain minus Adjusted basis (k) Excess of col. (Q less than -0-) or (j) col. (k), (i) F M V. as of 12/31/69 as of 12/31/69 over col (j), if any Lossesbut (from col a b c d e If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) If (loss), enter-0- in Part I, line 7 ...... 2 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6). If gain, also enter in Part I, line 8, column (c). If loss enter -0- in Part I line 8 . .. ) _ 3_ P Y Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) N/A

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base periods ------..- El Yes 0 No If 'Yes' the foundation does not qualify under section 4940 (e) Do not complete this part 1 Enter the approonate amount in each column for each year, see the instructions before making any entries

Base period years (c) Distribution ratio Calendar year (or tax year beginnin g Adjusted qualifying( distributions Net value of nonchantable-use assets (col. (b) divided by col (c)) 2015 2014 2013 2012 2011

2 Total of line 1, column (d)- --- -• -- 2 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years -- -- 3

4 Enter the net value of nonchantable-use assets for 2016 from Part X, line 5 - -- - - 4

5 Multiply line 4 by line 3 - -- 5

6 Enter 1% of net investment income (1% of Part I, line 27b) ...... 5

7 Add lines 5 and 6 7

8 Enter qualifying distributions from Part XII, line 4 --- ...... 8 - If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1% tax rate See the Part VI instructions

623521 11 -23-16 Form 990-PF (2016) 3 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 .33504013 732143 21600007 78 THE J.W. AND SANDRA L. -orm990-PF (2016) MITCHELL FOUNDATION 81-2945 933 Page 4 Part Vl Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) 1 a Exempt operating foundations described in section 4940(d)(2), check here ► ED and enter N/A" on line 1 Date of ruling or determination letter: (attach copy of letter If necessary-see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ► 0 and enter 1% 1 0. of Part I, line 27b . . c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) ...... 2 0. 3 Add lines 1 and 2 ...... • 3 0" 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 4 0. 5 Tax based on investment income . Subtract line 4 from line 3. If zero or less, enter -0- 5 0. 6 Credds/Payments: a 2016 estimated tax payments and 2015 overpayment credited to 2016 6a

b Exempt foreign organizations -tax withheld at source . 6b c Tax paid with application for extension of time to file (Form 8868) -- - ....- 6c d Backup withholding erroneously withheld ...... 6d 7 Total credits and payments Add lines 6a through 6d ... ••- • 7 0. 8 Enter any penalty for underpayment of estimated tax Check here 0 it Form 2220 is attached 8 9 Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed • - ► 9 0. 10 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ...... ► 10 11 Enter the amount of line 10 to be: Credited to 2017 estimated tax ► Refunded ► 11 Part VII-A Statements Regarding Activities la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No any political campaign?...... -•- . la X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for the definition)? lb X If the answer is "Yes" to fa or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? . •-- ••• ••••,••-•• • -• 1c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year. 0 . (1) On the foundation. ► $ (2) On foundation managers. ► $ 0. e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. ► $ 0. 2 Has the foundation engaged in any activibes that have not previously been reported to the IRS? - 2 X If "Yes," attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes, " attach a conformed copy of the changes ---• ... •.• 3 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X b If "Yes; has it filed a tax return on Form 990 -T for this year? •...... -- -- ...... N/A.. 4b 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? . -•-• 5 X If Yes," attach the statement required by General Instruction T. 5 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either. • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the foundation have at least $5,000 in assets at any time during the year') If "Yes," complete Part II, col. (c), and PartXV .. ... 7 X

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► CA b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No," attach explanation .. ..- •..• --- -- . •-- - 8b X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(1)(3) or 4942(j)(5) for calendar year 2016 or the taxable year beginning in 2016 (see instructions for Part XIV)? If "Yes," complete Part )(1V ------9 X

10 Did any persons become substantial contributors during the tax year? If -Y..' attach a sched ule listing their names and addresses STMT 3 10 X Form 990-PF (2016)

623531 11-23-16 4 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 •33504013 732143 21600007 79 THE J.W. AND SANDRA L. 390-PF (20161 M ITCHELL FOUNDATION 81-2945933 I Part VU-A Statements Regarding Activities (continued esl No 11 At any time during the year, did the foundation , directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)') If 'Yes' attach schedule (see instructions) .. .. 11 X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If 'Yes; attach statement (see instructions) - . - - - 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? N/A - 13 Websde address 101, N/A 14 Thebooksareincareof ► SANDRA L. MITCHELL Telephone 949-975-1999 t_ocatedat 75 ARGONAUT, SUITE A, ALISO VIEJO, CA ► zIP+4 ►92656 15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here ► and enter the amount of tax-exempt interest received or accrued during the year . - -••• .• -..... ► 15 N/A 16 At any time during calendar year 2016 , did the foundation have an interest in or a signature or other authority over a bank, Yes No securities , or other financial account in a foreign country? 16 X See the instructions for exceptions and filing requirements for FinCEN Form 114 . If 'Yes,' enter the name of the forei n country ► Pan VU-B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the "Yes" column , unless an exception applies. Yes No 1 a During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange , or leasing of property with a disqualified person? - •• 0 Yes [] No (2) Borrow money from , lend money to, or otherwise extend credit to (or accept it from) a disqualified person? . ------Q Yes 0 No (3) Furnish goods , services , or facilities to (or accept them from) a disqualified person? ---• .• . E] Yes 0 No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? 0 Yes 0 No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person )? ...... Yes M No (6) Agree to pay money or property to a government official') (Exception. Check "No* it the foundation agreed to make a grant to or to employ the official for a period after termination of government service , if terminating within 90 days ) . -•- Yes 0 No b If any answer is 'Yes'to 1 a(1)-(6), did any of the acts fail to quality under the exceptions described in Regulations section 53 4941 (d)-3 or in a current notice regarding disaster assistance (see instructions )? . -•...... lb X Organizations relying on a current notice regarding disaster assistance check here ... -- - ► 0 c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2016? -- 1 c X 2 Taxes on failure to distribute income (section 4942 ) (does not apply for years the foundation was a private operating foundation defined in section 4942(j)(3) or 4942(j)(5))- a At the end of tax year 2016 , did the foundation have any undistributed income (lines 6d and 6e , Part XIII ) for tax year(s) beginning before 2016' ...... Q Yes 0 No If 'Yes ,' list the years ► b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 (a)(2) (relating to incorrect valuation of assets ) to the year's undistributed income? ( If applying section 4942(a)(2) to all years listed , answer 'No'and attach statement - see instructions.) .-.... - -- ..... -.. - ..... N/A. 2b c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

► 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? Yes 0 No b If 'Yes' did it have excess business holdings in 2016 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969, (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2016.) N/A 3b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes 4a X ...... b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2016') - - 4b X Form 990-PF (2016)

623541 11-23-16 5 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 .33504013 THE J3W14AN816ANDHA L. 80 990-PF (2016) MITCHELL FOUNDATION 81-2945933 dart V11-f Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to* (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945 (e))? ... . 0 Yes EXI No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? Yes X No (3) Provide a grant to an individual for travel , study , or other similar purposes? -. .- .. - -- • 0 Yes No (4) Provide a grant to an organization other than a charitable , etc , organization described in section 4945 (d)(4)(A)? (see instructions ) . - ...... - 0 Yes 0 No (5) Provide for any purpose other than religious, charitable , scientific , literary , or educational purposes, or for the prevention of cruelty to children or animals') . - .- .-. - D Yes 0 No b If any answer is'Yes'to 5a( 1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see instructions)') ...... ------N/A 5b Organizations relying on a current notice regarding disaster assistance check here ...... ► L1 c If the answer is 'Yes' to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? --. ..N/A. ... 0 Yes No If "Yes, " attach the statement required by Regulations section 53.4945-5(d). 6a Did the foundation, during the year, receive any funds, directly or indirectly , to pay premiums on a personal benefit contract ? ...... Yes No b Did the foundation , during the year, pay premiums , directly or indirectly, on a personal benefit contract? ------6b X If "Yes " to 6b, file Form 8870. 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction ? .. •--• ...... ••. 0 Yes 0 No .. .. n.__ ...4 - _ £_.-_4_'•_- ---•_ -_•. __ k_.._ -- - :...... _w..w..a-^i.. e.. el.,. WT / Th ^^. Part Vill Information About Officers, Directors, Trustees, Foundation Managers, Highly' Paid Employees, and Contractors 1 List all officers. directors. trustees. foundation managers and their compensation. (b) Title, and average (c) Compensation (d)CoMbUtonW (e) Expense (a) Name and address hours per week devoted (If not paid , °1^°^11e= account, other to position enter -0-) carpensaaon allowances SANDRA L. MITCHELL TRUSTEE 75 ARGONAUT, SUITE A ALISO VIEJO, CA 92626 0.00 0. 0. 0. RICHARD C. GOODMAN TRUSTEE 660 NEWPORT CENTER DR., SUITE 1600 NEWPORT BEACH, CA 92660 0.00 0. 0. 0. HOWARD M. SCHULMAN TRUSTEE 25044 PEACHLAND AVE., SUITE 204 SANTA CLARITA, CA 91321 0.00 0. 0. 0. JOHN J. SWIGART, JR. TRUSTEE 2500 HOLLY LANE NEWPORT BEACH , CA 92663 0.00 0. 0. 0. 2 Comoensation of five highest -paid employees (other than those included on line 1). If none. enter " NONE." (b) Title, and average t (e)Expense (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation O,d„^ account, other devoted to position cmgeaanon allowances NONE

Total number of other employees paid over $50,000 ► I 0 Form 990-PF (2016)

623551 11-23-16 6 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 •33504013 732143 21600007 81 THE J.W. AND SANDRA L. Form 990-PF (2016) MITCHELL FOUNDATION 81-2945933 Page 7 Part VIH1 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five highest-paid independent contractors for professional services. If none, enter " NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation NONE

Total number of others receivin g over $50,000 for p rofessional services . ► 0 i Part IX A i Summary of ulrect t;nantadle Activities List the foundation 's four largest direct charitable activities during the tax year. Include relevant statistical information such as the Expenses number of organizations and other beneficiaries served , conferences convened , research papers produced, etc. N/A

I Part 3X-5I Summary of Program-Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount 1 N/A

All other program-related investments. See instructions. 3

Total. Add lines 1 through 3 0. Form 990-PF (2016)

623561 11-23-16 7 16061201 732143 21600007 2016.05000-THE J.W. AND SANDRA L. MITC 33504013 33504013 732143 21600007 82 THE J.W. AND SANDRA L. Form 990-PF (2016) MITCHELL FOUNDATION 81-2945933 Page 8

Part X Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc , purposes a Average monthly fair market value of securities ...... - la 0. b Average of monthly cash balances ...... lb 0 . c Fair market value of all other assets ...... 1C 20 , 000 , 000. d Total (add lines 1 a, b, and c) ... .. 1 d 20,000,000 . e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) ...... le 0 . 2 Acquisition indebtedness applicable to line 1 assets .•.• .-- 2 0 3 Subtract line 2 from line Id .. 3 2 0, 0 0 0, 000 . 4 Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount, see instructions) •. 4 300 000 . 5 Net value of noncharitable -use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 - •• .. 5 19, 700, 000 . 6 Minimum investment return . Enter 5% of line 5 ADJUSTED FOR SHORT TAX PERIOD 6 615 , 290. Part X1 Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here ► = and do not complete this part.) 1 Minimum investment return from Part X, line 6 ...... 1 615,290. 2a Tax on investment income for 2016 from Part VI, line 5 ---. .. -- 2a b income tax for 2016. (This does not include the tax from Part VI.) - 2b c Add lines 2a and 2b .....- 2c 0 . 3 Distributable amount before adjustments Subtract line 2c from line 1 ------. 3 615,290 . 4 Recoveries of amounts treated as qualifying distributions 4 0 . 5 Add lines 3 and 4 5 615,290. 6 Deduction from distributable amount (see instructions) - -.. • • - 6 0 . 7 Distributable amount as adiusted Subtract line 6 from line 5 Enter here and on Part XIII. line 1 7 615,290 .

Part Qualifying Distributions (see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes- - - - a Expenses, contributions, grits, etc. - total from Part I, column (d), line 26 la 0. b Program-related investments -total from Part IX-B •- - ...... • lb 0. 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc , purposes---- . 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required)- 3a b Cash distribution test (attach the required schedule) ... •- 3b 4 Qualifying distributions . Add lines la through 3b Enter here and on Part V, line 8, and Part XIII, line 4 . -- ..... - 4 0. 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, line 27b . 6 Adjusted qualifying distributions . Subtract line 5 from line 4 ...... - --... - 6 0. Note : The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years Form 990-PF (2016)

623571 11-23-16 8 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 .33504013 732143 21600007 83 THE J.W. AND SANDRA L. Form 990-PF (2016) MITCHELL FOUNDATION 81-2945933 Page9 Part f111 Undistributed Income (see instructions)

(a) (b) (c) (d) Corpus Years prior to 2015 2015 2016 1 Distributable amount for 2016 from Part XI, line 7 . . . 615,290. 2 Undistributed Income, if any, as of the end of 2016 a Enter amount for 2015 only ...... 0. b Total for prior years 0. 3 Excess distributions carryover, if any, to 2016: a From 2011 ,.. _, b From 2012 c From 2013 d From 2014 e From 2015 t Total of lines 3a through e ._. 0. 4 Qualifying distributions for 2016 from Part XII, line 4: ► $ 0 a Applied to 2015, but not more than line 2a ... 0. b Applied to undistributed income of prior years (Election required - see instructions) . 0. c Treated as distributions out of corpus (Election required - see instructions) 0. d Applied to 2016 distributable amount ...... e Remaining amount distributed out of corpus 0. 5 Excess distributions carryover applied to 2016 Of an amount appears in column (d), the same amount _ must be shown in column (a)) 6 Enter the net total of each column as indicated below:

a Corpus Add lines 3f, 4c, and 4e. Subtract line 5 0. b Prior years' undistributed income. Subtract line 4b from line 2b ...... 0. c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed .. 0. d Subtract line 6c from line 6b. Taxable amount - see instructions ..... 0. e Undistributed income for 2015 Subtract line 4a from line 2a Taxable amount - see instr . 0. f Undistributed income for 2016. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2017 ...... _ 615,290. 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or4942(g)(3) (Election may be required - see instructions) . . . 0. 8 Excess distributions carryover from 2011 not applied on line 5 or line 7 0. 9 Excess distributions carryover to 2017. Subtract lines 7 and 8 from line 6a ... 0. 10 Analysis of line 9 a Excess from 2012 b Excess from 2013 c Excess from 2014 d Excess from 2015

623581 11-23-16 Form 990-PF (2016) 9 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 .33504013 732143 21600007 84 THE J.W. AND SANDRA L. Form 990-PF 2016 MITCHELL FOUNDATION 81-2945933 Page 10 Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) N/A 1 a If the foundation has received a ruling o r determination letter that it is a private operating foundation , and the ruling is effective for 2016 , enter the date of the ruling lo. I b Check box to indicate whether the foundation is a private operating foundation described in section ... 0 4942 (j)( 3) or 0 4942(j)(5) 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2016 (b) 2015 ( c) 2014 (d) 2013 (e) Total investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed ...... d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c 3 Complete 3a , b, or c for the alternative test relied upon: a Assets' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942 (t)(3)(B)(i) •• b Endowment alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed ... c Support' alternative test - enter: (1) Total support other than gross investment income (interest, dividends , rents, payments on - - - securities loans (section 512(a)( 5)), or royalties) .- (2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(m) (3) Largest amount of support from an exempt organization • • .

Part XV Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year-see instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) SANDRA L. MITCHELL b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here 01 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or e-mail address of the person to whom applications should be addressed.

b The form in which applications should be submitted and information and materials they should include:

c Any submission deadlines*

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors:

623601 11-23-16 Form 990-PF (2016) 10 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 33504013 732143 21600007 85 THE J.W. AND SANDRA L. 90-PF (2016) MITCHELL FOUNDATION 81 - 2945933 Page11 Part XV I Supplementary Information (continued) 9 Aranfc anti Cnntrihidinnc Pahl Ilurinn fha Ya it nr Annrnvarl Ira Gidurn Davmnnt Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or Amount Name and address (home or business) any foundation manager status of contribution or substantial contributor recipient a Paid during the year

NONE

Total ► 3a o. b Approved for future payment

NONE

Total ► 3b 1 0. Form 990-PF (2016) 623611 11-23-16 11 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 •33504013 732143 21600007 86 THE J.W. AND SANDRA L. Form 990-PF (2016) MITCHELL FOUNDATION 81-2945933 Page 12 Paw't XVI-14 Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated. UIII IdL U UU UI b 11IUU111c LXauaea o soon 5,z, w3, or014 (e) (a) (b) „_ (d) Related or exempt Business Amount s'o" 1 Program service revenue. code code Amount function income a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments ...... - 3 Interest on savings and temporary cash investments ...... 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate: a Debt-financed property ...... b Not debt-financed property ...... -- 6 Net rental income or (loss) from personal property 7 Other investment income --- 8 Gain or (loss) from sales of assets other than inventory ...... 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory ...... 11 Other revenue, a - - - b c d e 12 Subtotal Add columns (b), (d), and (e) --.... 0. . 0. 0. 13 Total. Add line 12, columns (b), (d), and (e) ...... - --- 13 0. (See worksheet in line 13 instructions to verify calculations ) P Relationship of Activities to the Accomplishment of Exempt Purposes

62-1621 11-23-16 Form 990-PF (2016) 12 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 .33504013 732143 21600007 87 THE J.W. AND SANDRA L. Form 990-PF (2016) MITCHELL FOUNDATION 81-2945933 Pag e 13 Part (VII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of (1) Cash • la(l) X (2) Otherassets 102 ) X b Other transactions: (1) Sales of assets to a noncharitable exempt organization .. , lb (l ) X (2) Purchases of assets from a noncharitable exempt organization .... 1 b(2) X (3) Rental of facilities, equipment, or other assets .... 1 b(3) X (4) Reimbursement arrangements ...... lb (4) X (5) Loans or loan guarantees 1 b(5) X (6) Performance of services or membership or fundraising solicitations ... -- 1 b(6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees •---• •.-- - 1 c X d If the answer to any of the above is 'Yes; complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, show in

2a Is the foundation directly or indirectly affiliated with , or related to, one or more tax-exempt organizations described in section 501(c) of the Code ( other than section 501 (c)( 3)) or in section 5279 Q Yes OX No h If 'Vec ' cmmnlate the fniinwmn srhediile (a) Name of organization (b) Type of organization (c) Description of relationship N/A

Under penalties of perjury , 1 declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge May the IRS discuss this is e, correct, and complete. Dedaratioaof preparer lottier than taxpay is based on all information of which has knowledge. Sign and belief, t preparer any Here Signature of officer or trustee Da Pnntllype preparer' s name Preparer's signature

Paid HOWARD M. SCHULMAN ,01

16061201 2016.05000 .33504013 732143 21600007 88

Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990, 990- EZ, Attach to Form 990, Form 990- EZ, or Form 990-PF. or 990-PF) ► Information about Schedule B (Form 990, 990-EZ, or 990-PF) and O Department of the Treasury ► Internal Revenue Service its instructions is at www.iis.gov/fonn 0 Name of the organization Employer identification number THE J.W. AND SANDRA L. MITCHELL FOUNDATION 81-2945933 Organization type (check one):

Filers of- Section:

Form 990 or 990-EZ 0 501(c)( ) (enter number) organization

0 4947(a)(1) nonexempt charitable trust not treated as a prorate foundation

0 527 political organization

Form 990-PF 0 501(c)(3) exempt private foundation

0 4947(a)(1) nonexempt charitable trust treated as a private foundation

501 (c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule. Note: Only a section 501 (c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990 , 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

0 For an organization described in section 501 (c)(3) filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5 ,000 or (2) 2% of the amount on () Form 990, Part VIII, line 1 h, or (i) Form 990-EZ, line 1. Complete Parts I and II.

Q For an organization described in section 501 (c)(7),(8), or (10) filing Form 990 or 990-EZ that received from any one contributor , during the year, total contributions of more than $1,000 exclusively for religious, charitable , scientific, literary , or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and Ill.

Q For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusrvely religious, charitable, etc., contributions totaling $5,000 or more during the year ► $

Caution : An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer 'No' on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF).

LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF. Schedule B (Form 990 , 990-EZ , or 990 -PF) (2016)

623461 10-18-16 33504013 732143 21600007 89

Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 2 Name of organization Employer Identification number THE J.W. AND SANDRA L. M I TC HELL FOUNDAT ION 81-2945933

Part 1. Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.

(a) (b) (c) (CO No. Name, address, and ZIP + 4 Total contributions Type of contribution

1 SANDRA L. MITCHELL Person 0 Payroll Q 75 ARGONAUT, SUITE A $ 20, 000, 000. Noncash a] (Complete Part II for ALISO VIEJO, CA 92656 noncashcontnbutions.)

(a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution

Person 0 Payroll El $ Noncash Q (Complete Part 11 for noncash contnbutions.)

(a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution

Person 0 Payroll $ Noncash Q (Complete Part II for noncash contnbutions.)

(a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution

Person El Payroll 0 $ Noncash 0 (Complete Part ll for noncash contnbutions.)

(a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution

Person F-1 Payroll Q $ Noncash Q (Complete Part II for noncash contributions.)

(a) (b) (c) (CO No. Name, address, and ZIP + 4 Total contributions Type of contribution

Person El Payroll El $ Noncash 0 (Complete Part li for noncash contnbutions.) 623452 1a-18-16 Schedule B (Form 990 . 990-EZ . or 990-PF) 12016) 15 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 33504013 732143 21600007 90

Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 3 Name of organization Employer identification number THE J.W. AND SANDRA L. MITCHELL FOUNDATION 81-2945933

Part It Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.

(a) (c) FMV (or estimate) (CQ from Description of noncash property given Date received (See instructions) Part I UNIMPROVED VACANT LAND 1 FONTANA, CALIFORNIA

$ 20,000,000. 05/18/16

(a) (c) No. FMV (or estimate) from Description of noncash property given Date received (See instructions) Part I

(a) (c) No. FMV (or estimate) from Description of property given Date received noncash (See instructions) Part I

(a) (c) FMV (oror estimate) Description of noncash property given Date received( (See instructions) Part I

(a) No. (c) FMV (or estimate) from Description of noncash property given Date received (See instructions) Part I

623453 10-18- 16 Schedule B (Form 990 . 990-E2. or 990 -PF) (20161 16 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 •33504013 732143 21600007 91

Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 4 Name of organization Employer identification number THE J.W. AND SANDRA L. MITCHELL FOUNDATION 81-2945933 Part 10 Exclusivelyreligious , char itable , etc., contributions to organizations described in section 501 (c)(7), (8), or (10 ) that total more than $1 , 000 for the year from any one contributor . Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exGusivety religious , chantable, etc, confibubons of $1,000 or less for the year (Enter this info. once.) 1 If rliinlicatn enniec of Part III if additional snaca is nnnc1 d (a) No. (b) Purpose of gift (c) Use of gift (d) Description of how gift is held frtI

(e) Transfer of gift

Transferee's name, address, and ZIP + 4 Relationshi p of transferor to transferee

(a) No. foml (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part

(e) Transfer of gift

Transferee's name, address and ZIP + 4 - Relationshi p of transferor to transferee

(a) No. from (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part I

(e) Transfer of gift

Transferee's name, address and ZIP + 4 Relationshi p of transferor to transferee

(a) No. from (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part I

(e) Transfer of gift

Transferee's name, address, and ZIP + 4 Relationshi p of transferor to transferee

623454 10-18- 16 Schedule B (Form 990, 990-EZ , or 990-PF) (2016) 1 7 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 • •33504013 732143 21600007 92 THE J.W. AND SANDRA L. MITCHELL FOUNDATI 81-2945933

FORM 990-PF OTHER DECREASES IN NET ASSETS OR FUND BALANCES STATEMENT 1

DESCRIPTION AMOUNT

INTEREST-FREE LOAN TO FOUNDATION TO COVER ADMINISTRATIVE EXPENSES 142,229.

TOTAL TO FORM 990-PF, PART III, LINE 5 142,229.

18 STATEMENT(S) 1 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 • 33504013 732143 21600007 93 THE J.W. AND SANDRA L. MITCHELL FOUNDATI 81-2945933

FORM 990-PF LOANS PAYABLE TO OFFICERS, DIRECTORS, ETC. STATEMENT 2

LENDER'S NAME AND TITLE

SANDRA L. MITCHELL, TRUSTEE

DATE OF MATURITY INTEREST NOTE DATE RATE TERMS OF REPAYMENT

.uu6

SECURITY PROVIDED BY BORROWER PURPOSE OF LOAN

INTEREST-FREE LOAN TO FOUNDATION TO COVER ADMINISTRATIVE EXPENSES

FMV OF ORIGINAL DESCRIPTION OF CONSIDERATION CONSIDERATION LOAN AMOUNT BALANCE DUE

CASH 142,229. 0. 142,229.

TOTAL TO FORM 990-PF, PART II, LINE 20, COLUMN B 142,229.

FORM 990-PF LIST OF SUBSTANTIAL CONTRIBUTORS STATEMENT 3 PART VII-A, LINE 10

NAME OF CONTRIBUTOR ADDRESS

SANDRA L. MITCHELL 75 ARGONAUT, SUITE A ALISO VIEJO, CA 92626

19 STATEMENT(S) 2, 3 16061201 732143 21600007 2016.05000 THE J.W. AND SANDRA L. MITC 33504013 APPRAISAL REPORT

SUMMIT AT ROSENA NWC Summit Ave. and Sierra Ave. Fontana , San Bernardino County, California 92336 CBRE, Inc. File No . 17-251 LA-2549-1

John J. Swigart, Jr. Attorney LAW OFFICES OF JOHN J. SWIGART, JR. 2500 Holly Lane Newport Beach, California 92663 a o^6 cT90-Pc 4yS933 www.cbre .com/valuations ^, ^Q^CBRE ML d4P_/11 IL __ I

VALUATION & ADVISORY SERVICES CBRE 3501 Jamboree Road, Suite 100 Newport Beach , CA 92660

T 949-725-8500 F 949-725-8545

www.cbre com

September 7, 2017

John J . Swigart, Jr. Attorney LAW OFFICES OF JOHN J. SWIGART, JR. 2500 Holly Lane Newport Beach, California 92663

RE: Appraisal of Summit at Rosena NWC Summit Ave. and Sierra Ave. Fontana , San Bernardino County, California CBRE, Inc. File No . 17-251 LA-2549-1

Dear Mr. Swigart: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property as of May 18, 2016. Our analysis is presented in the following Appraisal Report. The subject property comprises 156.33 acres (6,809,735 sq. ft.) within the 179.75-acre Summit at Rosena Specific Plan, located at the northwest corner of Sierra Avenue and Summit Avenue in Fontana. The 23.42 acres that are not a part of the subject are within a 20-acre Edison power line easement and a 3.42-acre Metropolitan Water District easement. The Specific Plan is approved for development of up to 856 dwelling units, a mixed-use activity center, elementary school, and open space areas. The subject is more fully described, legally and physically, within the enclosed report. - Based on the analysis contained in the following report, the market value of the subject is concluded as follows:

MARKET VALUE CONCLUSION - Appraisal Premise Interest Appraised Date of Value Value Conclusion As Is Fee Simple Estate May 18, 2016 $40,000,000 Com piled by CBRE

The report, in its entirety, including all assumptions and limiting conditions , is an integral part of, and inseparable from, this letter.

0 2017 CBRE, Inc. s T John J. Swigart September 7, 2017 Page 2

The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. It also conforms to Title XI Regulations and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) updated in 1994 and further updated by the Interagency Appraisal and Evaluation Guidelines promulgated in 2010. The intended use and user of our report are specifically identified in our report as agreed upon in our contract for services and/or reliance language found in the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of this report by any party to any non-intended users does not extend reliance to any such party, and CBRE will not be responsible for any unauthorized use of or reliance upon the report, its conclusions or contents (or any portion thereof). It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE can be of further service, please contact us.

Respectfully submitted,

CBRE - VALUATION & ADVISORY SERVICES

1AA " Robert Holman Robert Bell, MAI Vice President Managing Director California Certification No. AGO03298 California Certification No. AG001951 Expiration Date: July 9, 2018 Expiration Date: December 13, 2018 Phone : (949) 725-8408 Phone: (909) 418-2045 Fax: (949) 725-8440 Fax: (949) 725-8440 Email: bob.holman @cbre.com Email: [email protected]

CBRE

Certification

We certify to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. 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. 3. We have no present or prospective interest in or bias with respect to the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. 4. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 5. 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. 6. This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, as well as the requirements of the State of California. 8. 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. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. As of the date of this report Robert Bell, MAI has completed the continuing education program for Designated Members of the Appraisal Institute. 11. As of the date of this report, Robert Holman has completed the Standards and Ethics Education Requirements for Candidates/Practicing Affiliates of the Appraisal Institute. Robert Holman has and Robert Bell, MAI has not made a personal inspection of the property that is the subject of this report. 13. No one provided significant real property appraisal assistance to the persons signing this report. 14. Valuation & Advisory Services operates as an independent economic entity within CBRE, Inc. Although employees of other CBRE, Inc. divisions may be contacted as a part of our routine market research investigations, absolute client confidentiality and privacy were maintained at all times with regard to this assignment without conflict of interest. 15. Robert Holman and Robert Bell, MAI have not provided any services, as an appraiser 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.

Robert Holman Robert Bell, MAI California Certification No. AGO03298 California Certification No. AGO01951

Subject Photographs

E view on Summit Avenue

Executive Summary

Property Name Summit at Rosena Location NWC Summit Ave and Sierra Ave., Fontana, San Bernardino County, California 92336

Highest and Best Use As If Vacant Residential Development Property Rights Appraised Fee Simple Estate Date of Report September 7, 2017 Date of Inspection September 5, 2017 Estimated Exposure Time 12 Months Estimated Marketing Time 12 Months Land Area 156 33 AC 6,809,735 SF Zoning SP, Specific Plan Buyer Profile Developer

VALUATION Total Per SF Land Value $40,000,000 $5.87

CONCLUDED MARKET VALUE Appraisal Prem ise Interest Appraised Date of Value Value

As Is Fee Simple Estate May 18, 2016 $40,000,000

Compiled by CBRE

STRENGTHS , WEAKNESSES, OPPORTUNITIES AND THREATS (SWOT) Strengths/ Opportunities • The subject property is within an approved Specific Plan with designated land uses. • The subject is adjacent to existing residential neighborhoods, is in the path of development, and is an attractive development opportunity. • The property has a good location at the northwest corner of Sierra Avenue and Summit Avenue. Weaknesses/ Threats • Although within a Specific Plan, the property does not have tentative tract maps for development.

EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is defined as "an assumption directly related to a specific assignment, as of the effective date of the assignment results, which if found to be false, could alter the appraiser's opinions or conclusions."

• None noted

HYPOTHETICAL CONDITIONS A hypothetical condition is defined as "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purposes of analysis." 2

• None noted

1 The Appraisal Foundation , USPAP, 2016-2017 ed., 3.

2 The Appraisal Foundation , USPAP, 2016-2017 ed., 3.

Table of Contents

Certification ...... i Subject Photographs ...... ii Executive Summary ...... v Table of Contents ...... vii Introduction ...... 1 Area Analysis ...... 5 Neighborhood Analysis ...... 7 Site Analysis ...... 11 Zoning ...... 14 Tax and Assessment Data ...... 15 Highest and Best Use ...... 16 Appraisal Methodology ...... 17 Land Value ...... 19 Reconciliation of Value ...... 25 Assumptions and Limiting Conditions ...... 26 ADDENDA - - - A Land Sale Data Sheets B Legal Description C Client Contract Information D Qualifications

Introduction

The subject property comprises 156.33 acres (6,809,735 sq. ft.) within the 1 79 .75-acre Summit at Rosena Specific Plan, located at the northwest corner of Sierra Avenue and Summit Avenue in Fontana . The 23. 42 acres that are not a part of the subject are within a 20-acre Edison power line easement and a 3.42-acre Metropolitan Water District easement . The Specific Plan is approved for development of up to 856 dwelling units, a mixed - use activity center, elementary school , and open space areas.

OWNERSHIP AND PROPERTY HISTORY Title to the property is vested in Sandra L. Mitchell and Richard C. Goodman, as Co-Trustees of the J.W. Mitchell Jr. and Sandra L. Mitchell Family Marital Trust dated April 29, 1982, as to an undivided one-half (1/2) interest; and Sandra L. Mitchell, Richard C. Goodman, Howard M. Schulman, and John J. Swigart, Jr., as Co-Trustees of the J.W. and Sandra L. Mitchell Foundation Charitable Trust established May 18, 2016, as to an undivided one-half (1/2) interest.

As of the date of value, the property was listed for sale through Land Advisors Organization, a residential land broker. Purchase offers were solicited in early 2015 and four offers were received from land developers. The offers were submitted based on the 180 total acres within the Specific Plan without consideration of the Edison and Water District Easements. The offers were based on - extended takedown schedules and did not result ina purchase agreement.

Mission Pacific submitted an offer on February 6, 2015 and a revised offer on August 17, 2015. The terms of the revised offer were two takedowns over 30 months totaling $48,000,000. The first takedown for $23,000,000 would occur 18 months from contract date with a right to extend an additional 12 months if entitlements were not obtained. The second takedown for $25,000,000 would occur 30 months after the contract date.

On February 13, 2015 Stratham Company submitted an offer for $45,000,000 with a 36-month takedown schedule after an initial $750,000 deposit and 90-days due diligence. The first release of $3,000,000 would occur after 12 months and the last release of $13,350,000 would occur in month 36.

On March 2, 2015 Newport Pacific Land Company submitted on offer for $30,500,000 with option payments extending 48 months after an initial $1,000,000 deposit. The offer included profit participation equal to 20% of all profits buyer receives after buyer has earned a 25% unlevered internal rate of return.

Summit Land Partners submitted an offer for $50,000,000 on March 9, 2015. After an initial $1,000,000 deposit, the first takedown for $23,750,000 (including deposit) would occur two years following expiration of the feasibility period. The second takedown for $26,250,000 would occur 12 months following the first takedown.

On May 31, 2016 Lennar submitted Revision 4 of a purchase offer for $50,000,000 on a - residual basis. Per the terms of the offer the first takedown of $37,000,000 would occur approximately 6 months after the contract date. The option price for Phase 2 was $13,000,000 to occur 18 months after the Phase 1 closing. This offer also did not result in a purchase contract.

As of the date of value the subject property was not under contract. The property had received multiple purchase offers based on various takedown schedules, but no cash offers were submitted.

INTENDED USE OF REPORT This appraisal is to be used for estate planning purposes, and no other use is permitted.

INTENDED USER OF REPORT This appraisal is to be used by attorney John J. Swigart, Jr., and no other user may rely on our report unless as specifically indicated in the report.

Intended Users - the intended user is the person (or entity) who the appraiser intends will use the results of the appraisal. The client may provide the appraiser with information about other potential users of the appraisal, but the appraiser ultimately determines who the appropriate users are given the appraisal problem to be solved. Identifying the intended users is necessary so that the appraiser can report the opinions and conclusions developed in the appraisal in a manner that is clear and understandable to the intended users. Parties who receive or might receive a copy of the appraisal are not necessarily intended users. The appraiser's responsibility is to the intended users identified in the report, not to all readers of the appraisal report. 3

PURPOSE OF THE APPRAISAL The purpose of this appraisal is to estimate the market value of the subject property as of May 18, 2016.

DEFINITION OF VALUE The current economic definition of market value agreed upon by agencies that regulate federal financial institutions in the U.S. (and used herein) is as follows:

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;

3 Appraisal Institute, The Appraisal of Real Estate, 14'x' ed. (Chicago- Appraisal Institute, 2013), 50.

2 CBRE 0 2017 CBRE, Inc. Introduction

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. 4

INTEREST APPRAISED The value estimated represents fee simple estate, defined as follows:

Fee Simple Estate - 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. 5 Leased Fee Interest - A freehold (ownership interest) where the possessory interest has been granted to another party by creation of a contractual landlord-tenant relationship (i.e., a lease). 6 Leasehold Interest - The tenant's possessory interest created by a lease.

SCOPE OF WORK This Appraisal Report is intended to comply with the reporting requirements set forth under Standards Rule 2 of USPAP. The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. CBRE, Inc. completed the following steps for this assignment:

Extent to Which the Property is Identified The property is identified through the following sources:

• assessor's records • legal description Extent to Which the Property is Inspected CBRE conducted a physical inspection of the property and its surrounding _environs on the effective date of appraisal.

Type and Extent of the Data Researched CBRE reviewed the following:

• applicable tax data

4 Interagency Appraisal and Evaluation Guidelines; December 10, 2010, Federal Register, Volume 75 Number 237, Page 77472.

5 Dictionary of Real Estate Appraisal, 78.

6 Dictionary of Real Estate Appraisal, 113.

7 Dictionary of Real Estate Appraisal, 113.

• zoning requirements • flood zone status • demographics • comparable data Type and Extent of Analysis Applied CBRE, Inc. analyzed the data gathered through use of appropriate and accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. For vacant land, the sales comparison approach has been employed for this assignment. Data Resources Utilized in the Analysis

DATA SOURCES item: Source(s): Site Data Size Assessor Parcel Maps Other Zoning City of Fontana Density City of Fontana Compiled by CBRE

Area Analysis

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Moody's Economy.com provides the following Riverside-San Bernardino-Ontario, CA metro area economic summary as of April 2017.

134 5 136 7 1410 1467 153.4 1588 Gross metro product (C09$ bit) 1627 1666 1705 1739 1781 1834 0 16 32 40 45 36 %change 24 24 23 20 24 301 1,154 3 1,1856 1,233.3 1,2891 1,352 9 1,402 8 Total employment (ths) 1,437.1 1,4537 1,4699 1,4821 1,4886 1,505 2' 04 2.7 40 45 49 3.7 %change 24 12 7.1 08 04 1.11 129 114 97 81 66 60 Unemployment rate(%) 53 51 52 55 60 58' 63 2.7 27 5.4 65 4.3 Personal income growth (%) 41 3 9 42 43 3- 8 41 524 52 3 532 546 561 576 Median household income ($ ths) 588 664 620 63 4 646 663 4,2991 4,342.2 4,379-4 4,428.4 4,4i5-4 4,5276 Population (this) 4,556-6 4,592.6 4629 9 4,666'6 4,702.4 4,7379] 13 10 09 11 11 12 %change 0.6 08 -08 08 08 08 193 96 35 15 8 13.6 21.2 Net migration (ths) -20, 48 56 47 3.7 3.1 1 3,378 4,488 6,472 7,222 7,816 8,794 Single-family permits (tF) 11,972 14,371 17,778 18,289 17,825 19,324 -13358 1,461 2,876 ' 2,944 2,110 2,047 Multifamily permits (#) 1,569 2,128 2,468 2,354 2,447 2,839 1673 1666 1941 226 5 2406 255 4 FHFA house price (1995Q1=100) 2660 2693 268 3 2690 2751 284 8

RECENT PERFORMANCE Riverside-San Bernardino-Ontario's (RIV) expansion slowed in the first quarter but remains on firm footing. Employment growth in pivotal transportation/ware-housing easily outperformed the U.S. average and was one of the highest in the West over the year, matching San Francisco's. Construction employment underwent the largest uptick of any three-month period since the end of the Great Recession, thanks to hearty demand for industrial structures. As is characteristic for RIV, however, job additions in high-wage industries were few and far between. This shortcoming is reflected in wage growth that falls short of the California average, with RIV leading the Central Valley but lagging much of the coast.

LOGISTICS Transportation/warehousing will remain the lifeblood of RIV's economy but has little room to run. Out of the 100 largest metro areas, RIV is one of the top five warehousing hubs nationwide by employment share. The metro area serves California's coastal population centers and acts as a central transportation node to the southwest interior. Port activity along the Southern California coastline is a key determinant of local growth. The Port of Los Angeles registered a 10% increase in shipping volume in the first quarter, and the Port of Long Beach re-opened a shipping terminal that was shut down last fall. However, RIV's heavy reliance on logistics renders the area vulnerable to external developments, especially as the U.S. economy approaches full employment. Local infrastructure is already sufficient to meet demand, leaving little scope for expansion.

CONSTRUCTION Several factors will put the brakes on RIV's construction rebound. Although house price appreciation has kept pace with that statewide since the start of the housing recovery, RIV has more lost ground to make up than else-where. Prices are further below their peak than in other California metro areas and divisions with more than one-million residents, and will not reach' new heights for another decade. Affordability is already in the bottom quartile in the West, and rising mortgage interest rates will exacerbate the problem over the next several quarters. Housing starts will remain well below their prior peak over the forecast horizon.

The main avenue of growth for builders is the smaller industrial market: Industrial permits in 2016 were the highest of any California metro area and about twice the total in neighboring San Diego. In the same vein, the CRB commercial real estate group lists six mega warehouses under construction on top of the existing 13, placing RIV second nationally in warehouses of at least 1 - million square feet, behind only Philadelphia.

BUSINESS SERVICES Business services will outperform the rest of RIV's economy going forward, but most of the new positions will be on the lower end of the pay scale. Despite average hourly earnings that are only 75% of California's average, and about 85% of those nationally, RIV chiefly attracts business service firms that support transportation/warehousing. An educational attainment rate that is significantly lower than those along the coast remains the main obstacle to the area developing into a lower-cost alternative for professional and management firms. Most hiring, thus, stems from administrative support, which will continue to expand alongside logistics.

CONCLUSION - MOODYS Growth in Riverside- San Bernardino -Ontario will moderate in coming quarters , matching the U.S. pace by the end of 2017. With transportation/warehousing as RIV's primary driver, however, the dominance of lower- paying industries will cause income growth to lag longer term.

Neighborhood Analysis

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LOCATION The subject is in the city of Fontana and is considered a suburban location. -

BOUNDARIES The neighborhood boundaries are detailed as follows:

North: Interstate 15 South: SR 210 Freeway East: Fontana City Limit West: Interstate 15

LAND USE The subject neighborhood primarily includes vacant land, newer single-family developments, a golf course community, public schools, industrial uses and retail/commercial uses. Vacant land in the Arboretum Specific Plan is located adjacent to the north. The Arboretum Specific Plan totals approximately 531.3 gross acres of land that is bounded by Citrus Avenue on the west, Sierra Avenue on the east, and Casa Grande Avenue on the south. As proposed the Specific Plan will include as many as 3,526 residential dwelling units, an 8.8-acre commercial activity center, various park sites, and three school sites.

Sierra Avenue, vacant land, single family residences, and school facilities are located to the east. Industrial uses are located to the southeast, followed by the Rialto Municipal Airport, which is located approximately 2.50 miles southeast. Newer single-family residences and vacant land are located immediately south of the subject property. The Sierra Lakes Master Plan is located just south of Summit Avenue. This master planned community, designed by Lewis Homes, includes approximately 2,035 homes surrounding an 18-hole golf course, parks and a school. A large retail center, anchored by Costco, Ralph's, Walgreen's and restaurants, is located adjacent to the north of the 210 Freeway, between Citrus and Sierra Avenues. This retail center is known as Sierra Lakes Marketplace and is located approximately one mile south. Existing single-family residences as well as newer single-family developments dominate land uses to the west. Another retail center, anchored by Target, Sports Authority, Marshall's and Kohl's, is located on the east side of the 1-15, and on both sides of Summit Avenue, approximately two miles west of the subject.

ACCESS The subject site has good access with on- and off-ramps to Interstate 15 located approximately two miles to the north at Sierra Avenue and two miles to the west at Summit Avenue. Interstate 15 extends north through San Bernardino to the high desert areas of Victorville and Hesperia as well as south into Riverside and eventually into San Diego County. The 210 Freeway is located approximately one mile south. The 210 Freeway extends west into Los Angeles and east to Highland. Citrus, Sierra and Summit Avenues are the main surface arterials within the subject neighborhood.

SCHOOLS The subject property is located within the Fontana Unified School District. The subject property includes three proposed school sites for inclusion within the school district. The current schools within the attendance boundaries are Sierra Lakes Elementary, Wayne Ruble Middle and Summit High Schools. All schools are within two miles south of the subject property.

DEMOGRAPHICS Selected neighborhood demographics in 1-, 3-, and 5-mile radii from the subject are shown in the following table:

SELECTED NEIGHBORHOOD DEMOGRAPHICS Summit At Rosena 1 Mile 3 Miles 5 Miles Fontana, CA Population 2022 Total Population 8,464 83,272 247,422 2017 Total Population 8,061 78,116 236,478 2010 Total Population 7,445 68,024 218,132 2000 Total Population 3,497 40,343 166,353 Annual Growth 2017 - 2022 0.98% 1.29% 0.91% Annual Growth 2010 - 2017 1.14% 2.00% 1.16% Annual Growth 2000 - 2010 7.85% 5.36% 2.75% Households 2022 Total Households 2,315 21,252 61,071 2017 Total Households 2,214 19,963 58,562 2010 Total Households 2,059 17,421 54,451 2000 Total Households 990 10,454 43,233 Annual Growth 2017 - 2022 0.90% 1.26% 0.84% Annual Growth 2010 - 2017 1.04% 1.96% 1.05% Annual Growth 2000 - 2010 7.60% 5.24% 2.33% Income 2017 Median Household Income $99,382 $91,058 $65,069 2017 Average Household Income $108, 883 $109,035 $84,709 2017 Per Capita Income $29,710 $28,140 $21,214 2017 Pop 25+ College Graduates 1,426 11,396 23,343 Age 25 + Percent College Graduates - 2017 28.2% 23.4% 16.8% Source: ESRI

CONCLUSION The subject is within a developing area of north Fontana. The subject has good access to freeways and is within commuting distance of employment centers in San Bernardino and Riverside counties. The Fontana area has experienced an increase in growth over the past few years due to the economic recovery and strong demand for new homes. Overall, the subject is well located for residential development in the near term.

PLAT MAPS

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Site Analysis

The following chart summarizes the salient characteristics of the subject site.

SITE SUMMARY AND ANALYSIS

Physical Description Gross Site Area 179.75 Acres 7,829,910 Sq. Ft. Net Site Area 156.33 Acres 6,809,735 Sq. Ft. Primary Road Frontage Sierra Avenue 2,300 Feet Secondary Road Frontage Summit Avenue 2,500 Feet Excess Land Area None n/a Surplus Land Area None n/a Shape LShaped Topography Generally Level Zoning District SP, Specific Plan Flood Map Panel No. & Date 06071 C7915H 28-Aug-08 Flood Zone Zone X (Unshaded) Adjacent Land Uses Vacant land and resi dential uses Earthquake Zone None

Utilities Provider Adequacy Water West Valley Water District Yes Sewer City of Fontana - Yes Natural Gas The Gas Company Yes Electricity Southern California Edison Yes Telephone AT&T Yes

Other Yes No Unknown Detrimental Easements X Encroachments X Deed Restrictions X Reciprocal Parking Rights X Sou rce Various sou rces compiled by C BRE

The Summit at Rosena Specific Plan is approved for development of up to 856 dwelling units, a 3-acre mixed use activity center, a 12-acre elementary school site, and open space areas. The residential unit mix is presented in the following table:

RESIDENTIAL UNIT MIX SUMMIT AT ROSENA LAND USE LOT SIZE UNITS Attached Townhouse 347 Attached Courtyards 190 Single-Family Detached 4,000 97 Single-Family Detached 5,000 98 Single-Family Detached 6,000 75 Single-Family Detached 10,000 49 Total Dwelling Units 856

ENVIRONMENTAL ISSUES CBRE, Inc. is not qualified to detect the existence of potentially hazardous material or underground storage tanks which may be present on or near the site. The existence of hazardous materials or underground storage tanks may affect the value of the property. For this appraisal, CBRE, Inc. has specifically assumed that the property is not affected by any hazardous materials that may be present on or near the property.

CONCLUSION The subject site is proposed for development of a master planned residential community that will eventually be built out with approximately 856 dwelling units, an elementary_ school site, parks, and a mixed-use commercial component. The subject property is suitable for the proposed development and there are no known factors which could limit the subject's development from a physical standpoint.

FLOOD PLAIN MAP

Zoning

The following chart summarizes the subject's zoning requirements.

ZONING SUMMARY Current Zoning SP, Specific Plan Legally Conforming Yes Uses Permitted Single-family residential, multifamily residential , commercial , public uses Zoning Change Not likely

Source - Fontana Planning & Zoning Dept.

The General Plan designations for the subject property are R-PC, Residential Planned Community (3.0-6.4 du/ac) and P-PF, Public Facilities . The general plan land use designations are consistent with the SP zoning designation.

The Summit at Rosena Specific Plan and the Development Agreement between the City of Fontana and JW Mitchell Land Company, LLC were approved on March 22, 2006 by the City Council. A tentative tract map was in process during 2006 but was never approved. The development agreement expired in March 2014.

ZONING MAP

Tax and Assessment Data

In California , privately held real property is typically assessed at 100% of full cash value (which is interpreted to mean market value of the fee simple estate) as determined by the County Assessor. Generally, a reassessment occurs only when a property is sold (or transferred ) or when new construction occurs (as differentiated from replacing existing construction ). In the case of long- term ground leases, the general rule is that a reassessment is made at the time of assigning or terminating a lease where the remaining term is more than 35 years . For reassessment purposes , the lease term includes all options to extend. Assessments for properties that were acquired before the tax year 1975-1976 were stabilized as of the tax year 1975-1976. Property taxes are limited by state law to 1% of the assessed value plus voter- approved obligations and special assessments . If no sale (or transfer) occurs or no new building takes place, assessments may not increase by more than 2% annually. The following table summarizes the actual and pro forma assessment values.

AD VALOREM TAX INFORMATION Assessor's Market Value Parcel Description 2016/2017 Pro Forma 0239 - 131-51 $398,454 0239-151-16 480,639 0239-151-21 720,955 0239-151-22 961,272 0239 - 151-23 - 240,319 0239 -151-24 961,272

Subtotal $3,762,911 $40,000,000 Assessed Value @ 100% 100% $3,762,911 $40 ,000,000

General Tax Rate (per $100 A.V.) 1.285800 1.285800

General Tax: $48,384 $514,320 Special Assessments: 7 7

Effective Tax Rate (per $100 A.V.) 1.285973 1.285816

Total Taxes $48,390 $514,327

Sou rce- SB County Treasurer-Tax Collector's Office

CONCLUSION

Based on the San Bernardino County Treasurer-Tax Collectors Office all taxes are current. If the subject sold for the value estimate in this report, a reassessment at that value would most likely occur, with tax increases limited to two percent annually thereafter until the property is sold again. The consequences of this reassessment have been considered in the appropriate valuation sections.

Highest and Best Use

In appraisal practice, the concept of highest and best use represents the premise upon which value is based. The four criteria the highest and best use must meet are:

• legally permissible; • physically possible; • financially feasible; and • maximally productive. The highest and best use analysis of the subject is discussed below.

AS VACANT The property is zoned Specific Plan for residential uses and is of sufficient size to accommodate various types of development. The immediate area includes various master planned residential land uses. Considering the surrounding land uses, location attributes, legal restrictions and other factors, it is our opinion that a master planned residential development, consistent with the approved land uses, would be reasonable and appropriate. Therefore, it is our opinion that the highest and best use would be for master planned residential development, time and circumstances warranting. The valuation that follows is based on the highest and best use of the subject's site as concluded herein.

Appraisal Methodology

In appraisal practice, an approach to value is included or omitted based on its applicability to the property type being valued and the quality and quantity of information available. Depending on a specific appraisal assignment, any of the following four methods may be used to determine the market value of the fee simple interest of land:

• Sales Comparison Approach; • Income Capitalization Procedures; • Allocation; and • Extraction. The following summaries of each method are paraphrased from the text.

The first is the sales comparison approach. This is a process of analyzing sales of similar, recently sold parcels in order to derive an indication of the most probable sales price (or value) of the property being appraised. The reliability of this approach is dependent upon (a) the availability of comparable sales data, (b) the verification of the sales data regarding size, price, terms of sale, etc., (c) the degree of comparability or extent of adjustment necessary for differences between the subject and the comparables, and (d) the absence of nontypical conditions affecting the sales price. This is the primary and most reliable method used to value land (if adequate data exists).

The income capitalization procedures include three methods: land residual technique, ground rent capitalization, and Subdivision Development Analysis. A discussion of each of these three techniques is presented in the following paragraphs.

The land residual method may be used to estimate land value when sales data on similar parcels of vacant land are lacking. This technique is based on the principle of balance and the related concept of contribution, which are concerned with equilibrium among the agents of production--i.e. labor, capital, coordination, and land. The land residual technique can be used to estimate land value when: 1) building value is known or can be accurately estimated, 2) stabilized, annual net operating income to the property is known or estimable, and 3) both building and land capitalization rates can be extracted from the market. Building value can be estimated for new or proposed buildings that represent the highest and best use of the property and have not yet incurred physical deterioration or functional obsolescence. The subdivision development method is used to value land when subdivision and development represent the highest and best use of the appraised parcel. In this method, an appraiser determines the number and size of lots that can be created from the appraised land physically, legally, and economically. The value of the underlying land is then estimated through a discounted cash flow analysis with revenues based on the achievable sale price of the finished product and expenses based on all costs required to complete and sell the finished product. The ground rent capitalization procedure is predicated upon the assumption that ground rents can be capitalized at an appropriate rate to indicate the market value of

a site. Ground rent is paid for the right to use and occupy the land according to the terms of the ground lease; it corresponds to the value of the landowner's interest in the land. Market-derived capitalization rates are used to convert ground rent into market value. This procedure is useful when an analysis of comparable sales of leased land indicates a range of rents and reasonable support for capitalization rates can be obtained. The allocation method is typically used when sales are so rare that the value cannot be estimated by direct comparison. This method is based on the principle of balance and the related concept of contribution, which affirm that there is a normal or typical ratio of land value to property value for specific categories of real estate in specific locations. This ratio is generally more reliable when the subject property includes relatively new improvements. The allocation method does not produce conclusive value indications, but it can be used to establish land value when the number of vacant land sales is inadequate.

The extraction method is a variant of the allocation method in which land value is extracted from the sale price of an improved property by deducting the contribution of the improvements, which is estimated from their depreciated costs. The remaining value represents the value of the land. Value indications derived in this way are generally unpersuasive because the assessment ratios may be unreliable and the extraction method does not reflect market considerations.

METHODOLOGY APPLICABLE TO THE SUBJECT For the purposes of this analysis, we have utilized the sales comparison approach as this methodology is typically used for raw residential land. The other methodologies are used primarily when comparable land sales data is non-existent. Therefore, these approaches have not been used.

Land Value

The following map and table summarize the comparable data used in the valuation of the subject site. A detailed description of each transaction is included in the addenda.

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SUMMARY OF COMPARABLE LAND SALES Transaction Actual Sale Adjusted Sale Size Price Per No. Property Location Type Date Proposed Use Price Price ' (Acres) Acre

1 SEC Ontario Ranch Rd & Turner Sale Jul-16 2,700 to 4,500 SF $26,000,000 $26,000,000 45 70 $568,928 Avenue Lots Ontario, CA 91761

2 11015 6th Street Sale May-16 2,650 dwelling $22,000,000 $22,000,000 161 67 $136,080 Rancho Cucamonga, CA 91730 unts

3 E side of Etnvando Ave at Day Sale Sep- 14 SFR Lots $30,011 , 500 $30 ,011,500 77 95 $385,010 Creek Blvd Rancho Cucamonga , CA 91739

4 SWC Walnut St & Sierra Ave Sale May-14 376 Min 3 ,600 SF $34,588,000 $34,588,000 62 00 $557,871 Fontana , CA 92336 Lots

5 6375 East Avenue Sale Feb-14 Single-Family (76 $16,970,000 $16,970,000 53 55 $316,900 Rancho Cucamonga , CA 91739 Homes)

Subject NWC Summit Ave and Sierra Ave, --- -- Residential ------156 33 --- Fontana , California Development

Adjusted sale price for cash equivalency and/or development costs (where applicable) Compiled by CBRE

LAND SALES DISCUSSION Based on the comparable sales, our conversations with brokers of the comparable sales, and our analysis, we have made several observations regarding the market for large master planned community land sales, as follows.

1. Many large land sales occur without the buyer having specific knowledge of development costs. This is because many of the comparable sales occurred at the approved specific plan entitlement level, prior to approval of tentative maps. As a result, buyers generally have only vague or very preliminary estimates of development costs. Therefore, a comparison of the sales on a development cost basis is not considered to be reliable.

2. In general, the comparable specific plans require dedication of open space, park areas, school sites, etc. Their net developable areas are therefore reduced from the gross areas. Again, however, in the absence of tentative tract maps, accurate net areas are generally unknown. The market is based primarily on gross acreage, and not net acreage, as a result.

3. Most large land sales anticipate funding portions of their infrastructure and fees by assessment districts.

4. Before the approval of a Specific Plan, the number of approved units in a proposed development is very volatile. Even after approval, developers often reduce their unit counts or request density increases, depending on market conditions.

DISCUSSION/ANALYSIS OF LAND SALES Land Sale One This comparable is a portion of TTM 18662 in the Grand Park Specific Plan that was purchase by Lennar in July 2016. Tract 18662 comprises 330 lots in three planning areas and was purchased for $26,000,000 or $78,788 per mapped lot. Planning Area 4 comprises 136 minimum 2,700 square foot lots (45'x60') and the reported finished price is $140,000 per lot. Planning Area 5 comprises 90 minimum 3,600 square foot lots (60'x60') and the reported finished price is $150,000 per lot. Planning Area 6 comprises 104 minimum 4,500 square foot lots (50'x90') and the reported finished price is $160,000 per lot. The PAs are approved for development of homes ranging from 2,275 to 3,500 square feet. The lots are encumbered by a CFD and will have an effective tax rate of 1.95%.

The downward adjustment for location was warranted due to its proximity to employment, support facilities, and other master planned communities. With respect to entitlements, this comparable is superior in this aspect as it had an approved tentative tract map and received a downward adjustment. The upward adjustment for CFD assessments was considered reasonable due to its higher special assessments and tax rate. Overall, a downward net adjustment was warranted to the sales price indicator.

Land Sale Two This is the June 1, 2016 sale of the 161.67-acre Empire Lakes Golf Course in Rancho Cucamonga. The property had an extended escrow to allow for approval of the Empire Lakes Specific Plan. The City Council approved the Final EIR, General Plan Amendment, Specific Plan Amendment, and development agreement on May 18, 2016. The Specific Plan is proposed for at least 2,650 dwelling units including apartments, condominiums, and SFRs. Up to 220,000 square feet of commercial space, a 25,000 square-foot public facility, and recreational areas are also proposed. The $22,000,000 purchase price is equal to $136,080 per acre.

The upward adjustment for location was warranted due to its inferior location in a largely industrial and commercial neighborhood. Overall, an upward net adjustment was warranted to the sales price indicator.

Land Sale Three This property is the largest and first portion of an assemblage of parcels that total 269 lots on 168 gross acres in Tentative Tract 14749 in Rancho Cucamonga. The minimum lot size is 8,000 square feet. The site is in raw condition with all offsite improvements need.

The upward market conditions (time) adjustment reflects the improved market conditions since the date of sale. This comparable has superior entitlements as it had an approved tentative tract map, and received a downward adjustment. Overall, a downward net adjustment was warranted to the sales price indicator.

Land Sale Four This site is located at the southwest corner of Sierra Avenue and Walnut Street in Fontana. The -- site comprises 25 parcels totaling approximately 62 acres. The approved tentative map (TTM 18859) includes 150 lots with a minimum size of 4,000 square feet and 226 lots with a minimum size of 3,600 square feet. DR Horton will develop two product lines with homes ranging from 1,737 to 3,112 square feet with pricing in the $350,000 to $430,000 range . The project is not encumbered by a CFD.

The upward market conditions (time) adjustment reflects the improved market conditions since the date of sale. This comparable has a slightly superior infill location in Fontana and a downward adjustment is applied. This comparable has superior entitlements as it had an approved tentative tract map, and received a downward adjustment. Overall, a downward net adjustment was warranted to the sales price indicator.

Land Sale Five This comparable represents a 53.55-acre site located on the northeast corner of East Avenue and the 210 Freeway in the city of Rancho Cucamonga in San Bernardino County. The area is made up of primarily single-family residences. The site has good access via the 210 Freeway and the I- 15 Freeway and has frontage along the 210 Freeway. It was reported that the buyer is planning to build 76 single-family homes on half-acre lots. There is a tentative tract map in place at the time of the sale; however, the site was in raw condition. Escrow took approximately 8 months due to sewer issues . The buyer obtained approvals for septic as the sewer connection was unavailable . The finished lot cost was estimated as $360,000 per lot.

The upward market conditions (time) adjustment reflects the improved market conditions since the date of sale. With respect to entitlements, this comparable was considered superior in this aspect and received a downward adjustment because of the approved tentative tract map. We have applied an upward adjustment for inferior sewer service. Overall, a downward net adjustment was warranted to the sales price indicator.

SUMMARY OF ADJUSTMENTS Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable.

- 22 CBRE 0 2017 CBRE, Inc. Land Value

LAND SALES ADJUSTMENT GRID

Comparable Number 1 2 3 4 5 Subject Transaction Type Sale Sale Sale Sale Sale --- Transaction Date Jul-16 May-16 Sep-14 May-14 Feb-14 --- Proposed Use 2,700 to 4,500 2,650 dwelling SFR Lots 376 Min 3,600 Single-Family SF Lots unts SF Lots (76 Homes) Actual Sale Price $26,000,000 $22,000,000 $30,011,500 $34,588,000 $16,970,000 --- Adjusted Sale Price' $26,000,000 $22,000,000 $30,011,500 $34,588,000 $16,970,000 --- Size (Acres) 45 70 161 67 77 95 62 00 53 55 153 60 Size (SF) 1,990,692 7,042,345 3,395,502 2,700,720 2,332,638 6,690,816 Price Pe r Acre $568,928 $ 1 3 6,0 80 $385,01 0 $557,871 $316,900 --- Price ($ Per AC) $568,928 $136,080 $385,010 $557,871 $316,900 Property Rights Conveyed 0% 0% 0% 0% 0% Financing Terms' 0% 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 0% 0% Market Conditions (Time) 0% 0% 10% 12% 13% Subtotal $568,928 $136,080 $423,511 $624,815 $358,097 Size 0% 0% 0% 0% 0% Shape 0% 0% 0% 0% 0% Corner 0% 0% 0% 0% 0% Frontage 0% 0% 0% 0% 0% Topography 0% 0% 0% 0% 0% Location -10% 25% 0% -5% 0% Entitlements -50% 0% -50% -50% -50% Utilities 0% 0% 0% 0% 5% CFD Assessments 5% 0% 0% 0% 0% Total Other Adjustments -55% 25% -50% -55% -45% Value Indication for Subject $ 2 5 6,018 $ 170,100 $2 11 ,75 5 $ 281 ,167 $196,953 Absolute Adjustment 65% 25% 60% 67% 68%

' Adjusted sale price for cash equivalency and/or development costs (where applicable) Compiled by CBRE

CONCLUSION Based on the preceding analysis, Comparables 3 through 5 were the most representative of the subject site, and warranted greatest consideration because they only required adjustment for entitlement status. Comparables 1 and 2 are assigned secondary weight.

Although not accepted the subject has received multiple purchase offers ranging from $30,500,000 to $50,000,000 with varying terms and takedown schedules. None of the offers were on a cash basis. Based on our analysis of the offers we have estimated cash equivalencies ranging from approximately $35,000,000 to $44,000,000.

The following table presents our value conclusion based on the comparable sales and the purchase offers.

CONCLUDED LAND VALUE $ Per AC Subject Acs. Total $210,000 x 156.33 = $32 , 829,300 $280,000 x 156 .33 = $43,772,400

Indicated Value : $ 40,000,000 (Rounded $ Per AC) $255,869 Compiled by CBRE

Reconciliation of Value

In the sales comparison approach, the subject is compared to similar properties that have been sold recently or for which listing prices or offers are known. The sales used in this analysis are considered highly comparable to the subject, and the required adjustments were based on reasonable and well-supported rationale. In addition, market participants are currently analyzing purchase prices on other properties as they relate to available substitutes in the market. Therefore, the sales comparison approach is considered to provide a reliable value indication.

Based on the foregoing, the market value of the subject has been concluded as follows:

MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion As Is Fee Simple Estate May 18, 2016 $40,000,000 Compiled by CBRE

25 CBRE 0 2017 CBRE, Inc Assumptions and Limiting Conditions

. . Assumptions and Limiting Conditions

CBRE, Inc. through its appraiser (collectively, "CBRE:") has inspected through reasonable observation the subject property However, it is not possible or reasonably practicable to personally inspect conditions beneath the soil and the entire interior and exterior of the improvements on the subject property. Therefore, no representation is made as to such matters. The report, including its conclusions and any portion of such report (the "Report"), is as of the date set forth in the letter of transmittal and based upon the information, market, economic, and property conditions and projected levels of operation existing as of such date. The dollar amount of any conclusion as to value in the Report is based upon the purchasing power of the U.S. Dollar on such date. The Report is subject to change as a result of fluctuations in any of the foregoing CBRE has no obligation to revise the Report to reflect any such fluctuations or other events or conditions which occur subsequent to such date. 3. Unless otherwise expressly noted in the Report, CBRE has assumed that: (i) Title to the subject property is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value. CBRE has not examined title records (including without limitation liens, encumbrances , easements , deed restrictions, and other conditions that may affect the title or use of the subject property) and makes no representations regarding title or its limitations on the use of the subject property . Insurance against financial loss that may arise out of defects in title should be sought from a qualified title insurance company. (ii) Existing improvements on the subject property conform to applicable local, state, and federal building codes and ordinances, are structurally sound and seismically safe , and have been built and repaired in a workmanlike manner according to standard practices ; all building systems (mechanical/electrical , HVAC , elevator , plumbing, etc.) are in good working order with no major deferred maintenance or repair required; and the roof and exterior are in good condition and free from intrusion by the elements. CBRE has not retained independent structural , mechanical , electrical , or civil engineers in connection with this appraisal and, therefore , makes no representations relative to the condition of improvements . CBRE appraisers are not engineers and are not qualified to judge matters of an engineering nature, and furthermore structural problems or building system problems may not be visible . It is expressly assumed that any purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. (iii) Any proposed improvements, on or off-site, as well as any alterations or repairs considered will be completed in a workmanlike manner according to standard practices. (iv) Hazardous materials are not present on the subject property CBRE is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater, mold, or other potentially hazardous materials may affect the value of the property. (v) No mineral deposit or subsurface rights of value exist with respect to the subject property, whether gas, liquid, or solid, and no air or development rights of value may be transferred. CBRE has not considered any rights associated with extraction or exploration of any resources, unless otherwise expressly noted in the Report. (vi) There are no contempTated public initiatives, governmental development controls, rent controls, or changes in the present zoning ordinances or regulations governing use, density, or shape that would significantly affect the value of the subject property. (vii) All required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, nor national government or private entity or organization have been or can be readily obtained or renewed for any use on which the Report is based. (viii) The subject property is managed and operated in a prudent and competent manner, neither inefficiently or super-efficiently. (ix) The subject property and its use, management, and operation are in full compliance with all applicable federal, state, and local regulations, laws, and restrictions, including without limitation environmental laws, seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, hillside ordinances, density, allowable uses, building codes, permits, and licenses (x) The subject property is in full compliance with the Americans with Disabilities Act (ADA). CBRE is not qualified to assess the subject property's compliance with the ADA, notwithstanding any discussion of possible readily achievable barrier removal construction items in the Report.

and dimensions of the subject property furnished to CBRE are correct, and (xi) All information regarding the areas 25 no encroachments exist. CBRE has neither undertaken any survey of the boundaries of the subject property nor reviewed or confirmed the accuracy of any legal description of the subject property. Unless otherwise expressly noted in the -Report, no issues regarding the foregoing were brought to CBRE's attention, and CBRE has no knowledge of any such facts affecting the subject property. If any information inconsistent with any of the foregoing assumptions is discovered, such information could have a substantial negative impact on the Report. Accordingly, if any such information is subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. CBRE assumes no responsibility for any conditions regarding the foregoing, or for any expertise or knowledge required to discover them. Any user of the Report is urged to retain an expert in the applicable field(s) for information regarding such conditions 4. CBRE has assumed that all documents, data and information furnished by or behalf of the client, property owner, or owner's representative are accurate and correct, unless otherwise expressly noted in the Report. Such data and information include, without limitation, numerical street addresses, lot and block numbers, Assessor's Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets, and related data. Any error in any of the above could have a substantial impact on the Report. Accordingly, if any such errors are subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. The client and intended user should carefully review all assumptions, data, relevant calculations, and conclusions of the Report and should immediately notify CBRE of any questions or errors within 30 days after the date of delivery of the Report. 5. CBRE assumes no responsibility (including any obligation to procure the same) for any documents, data or information not provided to CBRE, including without limitation any termite inspection, survey or occupancy permit. 6. All furnishings, equipment and business operations have been disregarded with only real property being considered in the Report, except as otherwise expressly stated and typically considered part of real property 7. Any cash flows included in the analysis are forecasts of estimated future operating characteristics based upon the information and assumptions contained within the Report. Any projections of income, expenses and economic conditions utilized in the Report, including such cash flows, should be considered as only estimates of the expectations of future income and expenses as of the date of the Report and not predictions of the future. Actual results are affected by a number of factors outside the control of CBRE, including without limitation fluctuating economic, market, and property conditions. Actual results may ultimately differ from these projections, and CBRE does not warrant any such projections. 8. The Report contains professional opinions and is expressly not intended to serve as any warranty, assurance or guarantee of any particular value of the subject property. Other appraisers may reach different conclusions as to the value of the subject property. Furthermore, market value is highly related to exposure time, promotion effort, terms, motivation, and conclusions surrounding the offering of the subject property. The Report is for the sole purpose of providing the intended user with CBRE's independent professional opinion of the value of the subject property as of the date of the Report. Accordingly, CBRE shall not be liable for any losses that arise from any investment or lending decisions based upon the Report that the client, intended user, or any buyer, seller, investor, or lending institution may undertake related to the subject property, and CBRE has not been compensated to assume any of these risks. Nothing contained in the Report shall be construed as any direct or indirect recommendation of CBRE to buy, sell, hold, or finance the subject property. 9. No opinion is expressed on matters which may require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. Any user of the Report is advised to retain experts in areas that fall outside the scope of the real estate appraisal profession for such matters. 10 CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lack of need, for flood hazard insurance. An agent for the Federal Flood Insurance Program should be contacted to determine the actual need for Flood Hazard Insurance. 11. Acceptance or use of the Report constitutes full acceptance of these Assumptions and Limiting Conditions and any special assumptions set forth in the Report. It is the responsibility of the user of the Report to read in full, comprehend and thus become aware of all such assumptions and limiting conditions. CBRE assumes no responsibility for any situation arising out of the user's failure to become familiar with and understand the same. 12. The Report applies to the property as a whole only, and any pro ration or division of the title into fractional interests will invalidate such conclusions, unless the Report expressly assumes such pro ration or division of interests.

13. The allocations of the total value estimate in the Report between land and improvements apply only to the existing use of the subject property . The allocations of values for each of the land and improvements are not intended to be used with any other property or appraisal and are not valid for any such use 14. The maps , plats, sketches , graphs, photographs , and exhibits included in this Report are for illustration purposes only and shall be utilized only to assist in visualizing matters discussed in the Report. No such items shall be removed , reproduced , or used apart from the Report. 15 The Report shall not be duplicated or provided to any unintended users in whole or in part without the written consent of CBRE , which consent CBRE may withhold in its sole discretion . Exempt from this restriction is duplication for the internal use of the intended user and its attorneys, accountants , or advisors for the sole benefit of the intended user . Also exempt from this restriction is transmission of the Report pursuant to any requirement of any court, governmental authority, or regulatory agency having jurisdiction over the intended user, provided that the Report and its contents shall not be published, in whole or in part, in any public document without the written consent of CBRE , which consent CBRE may withhold in its sole discretion . Finally, the Report shall not be made available to the public or otherwise used in any offering of the property or any security, as defined by applicable law. Any unintended user who may possess the Report is advised that it shall not rely upon the Report or its conclusions and that it should rely on its own appraisers, advisors and other consultants for any decision in connection with the subject property . CBRE shall have no liability or responsibility to any such unintended user

ADDENDA

Addendum A LAND SALE DATA SHEETS

County San Bernardino FUTURE ELEMENTARY Govt /Tax ID 0218-241-37, 38, 39, 40 SCHOOL Land Area Net 45 700 ac/ 1,990,692 sf Land Area Gross 45 700 ac/ 1,990,692 sf FUTURE Site Development Status Paper Lots HIGH SCHOOL Utilities Available FUTURE Maximum FAR N/A RESIDENTIAL Min Land Bldg Ratio N/A

Shape Rectangular PA 6- Topography Generally Level Flood Zone Class N/A ONTARIO GREAT PARK Flood Panel No / Date N/A Zoning SP PA 4 MEWS SFO. LOTS IS-78, 87 - 158. 136 LOTS PA 5 • LARGE MEWS SFD, LOTS 1 14, 79-86, 159-226 , 90 LOTS Entitlement Status Tentative Tract PA 6 50'x 90' 5FD, LOTS 227-330,104 LOTS

Type Sale Pnmary Verification Tom Dallape, Hoffman Co Interest Transfered Fee Simple Transaction Date 07/28/2016 Condition of Sale - - None - - Recording Date 07/28/2016 - - - - Recorded Buyer Lennar Homes of California, Inc Sale Price $26,000,000 Buyer Type Developer Financing Market Rate Financing Recorded Seller Ontario Edison Holdings, LLC Cash Equivalent $26,000,000 Marketing Time 3 Month(s) Capital Adjustment $0 Listing Broker Tom Dallape, Hoffman Co Adjusted Price $26,000,000 Doc # 0302603 Adjusted Price / ac and / sf $568 ,928 / $13.06 Adjusted Price/ FAR N/A Adjusted Price/ Unit $78,788

This comparable is a portion of TTM 18662 in the Grand Park Specific Plan that was purchase by Lennar in July 2016 Tract 18662 comprises 330 lots in three planning areas and was purchased for $26,000,000 or $78,788 per mapped lot Planning Area 4 comprises 136 minimum 2,700 square foot lots (45'x60') and the reported finished price is $140,000 per lot Planning Area 5 comprises 90 minimum 3,600 square foot lots (60'x60') and the reported finished price is $150,000 per lot Planning Area 6 comprises 104 minimum 4,500 square foot lots (50'x90') and the reported finished price is $160,000 per lot The PAs are approved for development of homes ranging from 2,275 to 3,500 square feet The lots are encumbered by a CFD and will have an effective tax rate of 1 95%

County San Bernardino Govt /Tax ID 0209-272-20, 0210-082-41, 49, 52 Land Area Net 161 670 ac/ 7,042,345 sf Land Area Gross 161 670 ad 7,042,345 sf Site Development Status Other(See Comments) Utilities Available Maximum FAR N/A Min Land Bldg Ratio N/A Shape Irregular Topography Generally Level Flood Zone Class N/A Flood Panel No / Date N/A Zoning SP Entitlement Status Master/Specific Plan

Type N/A Primary Verification Doug Jorntsma, Land Advisors Interest Transfered N/A Transaction Date 05/19/2016 Condition of Sale None Recording Date 06/01/2016 Recorded Buyer Empire Lakes Holding Company Sale Price $22,000,000 Buyer Type Developer Financing Cash to Seller Recorded Seller Park Global Inc Cash Equivalent $22,000,000 Marketing Time N/A Capital Adjustment $0 Listing Broker N/A Adjusted Price $22,000,000 Doc # 213043 Adjusted Price / ac a rid / sf $136,080 / $3.12 Adjusted Price/ FAR N/A Adjusted Price/ Unit $8,302 Buyer's Primary Analysis N/A Occupancy at Sale N/A Static Analysis Method N/A Underwritten Occupancy Static Analysis-N/A Source Static Analysis-N/A Potential Gross Income Static Analysis-N/A NOI / sf Static Analysis-N/A Vacancy/Collection Loss Static Analysis-N/A IRR N/A Effective Gross Income Static Analysis-N/A OER Static Analysis-N/A Expenses Static Analysis-N/A Expenses /sf Static Analysis-N/A Net Operating Income Static Analysis-N/A Cap Rate Static Analysis-N/A

This is the June 1, 2016 sale of the 161 67-acre Empire Lakes Golf Course in Rancho Cucamonga The property had an extended escrow to allow for approval of the Empire Lakes Specific Plan The-City Council approved the Final EIR, General Plan Amendment, Specific Plan Amendment, and development agreement on May 18, 2016 The Specific Plan is proposed for at least 2 , 650 dwelling units including apartments , condominiums, and SFRs Up to 220,000 square feet of commercial space, a 25,000 square foot public facility, and recreational areas are also proposed The $22,000,000 purchase price is equal to $136 ,080 per acre

County San Bernardino Govt /Tax ID 1087-081-04, 06, 07, 09 Land Area Net 77 950 ac/ 3,395,502 sf

Land Area Gross 77 950 ac/ 3,395,502 sf a- 3 Site Development Status Raw Utilities Available Maximum FAR N/A Min Land Bldg Ratio N/A Shape Irregular Topography Moderate Slope Flood Zone Class Zone X (Unshaded) Flood Panel No / Date N/A Zoning VLD, Very Low Res Entitlement Status N/A

Type N/A Primary Verification Doug Jomtsma, Land Advisors Interest Transfered Fee Simple Transaction Date 09/24/2014 Condition of Sale None Recording Date 09/24/2014 Recorded Buyer WSI Highland Investments, LLC Sale Price $30,011,500 Buyer Type Private Investor Financing Cash to Seller Recorded Seller Tracy Etiwanda Associates LLC Cash Equivalent $30,011,500 Marketing Time N/A Capital Adjustment $0 Listing Broker N/A Adjusted Price $30,011,500 Doc # 353927 Adjusted Price / ac and / sf $385,010 / $8.84 Adjusted Price/ FAR N/A Adjusted Price/ Unit WA

This property is the largest and first portion of an assemblage of parcels that total 269 lots on 168 gross acres in Tentative Tract 14749 in Rancho Cucamonga The minimum lot size is 8,000 square feet The site is in raw condition with all offsite improvements need

©2017CBRE,Inc CBRE Sale Land - Residential Subdivision No. 4 Property Name Bella Strada -w/o Costs Address SWC Walnut St & Sierra Ave -""'^"" ' a Fontana, CA 92336 r.. County San Bernardino Govt /Tax ID 0240-101 Land Area Net 62 000 ac/ 2,700,720 sf L Land Area Gross 62 000 ad 2,700,720 sf Site Development Status Raw Utilities Available Maximum FAR N/A Min Land Bldg Ratio N/A Shape Rectangular Topography Level, At Street Grade Flood Zone Class N/A Flood Panel No / Date N/A Zoning RD2, 4000 min Entitlement Status N/A

Type Sale Primary Verification Doug Jorntsma, Land Advisors Interest Transfered Fee Simple Transaction Date 05/21/2014 Condition of Sale - Vacant at Sale - - Recording Date - 05/21/2014 - Recorded Buyer Western Pacific Housing, Inc Sale Price $34,588,000 Buyer Type Developer Financing Cash to Seller Recorded Seller Forester Fontana, LLC Cash Equivalent $34,588,000 Marketing Time N/A Capital Adjustment $0 Listing Broker N/A Adjusted Price $34,588,000 Doc # 0184833 Adjusted Price / ac and / sf $557 ,871 / $12.81 Adjusted Price/ FAR N/A Adjusted Price/ Unit $91,989

This site is located at the southwest comer of Sierra Avenue and Walnut Street in Fontana The site comprises 25 parcels totaling approximately 62 acres The approved tentative map (TTM 18859) includes 150 lots with a minimum size of 4,000 square feet and 226 lots with a minimum size of 3,600 square feet DR Horton will develop two product lines with homes ranging from 1,737 to 3,112 square feet with pricing in the $350,000 to $430,000 range The project is not encumbered by a CFD The parcels are included with Parcel Map 0240-101 and 0240-111

© 2017 CBRE, Inc. CBRE -Sale Land - Residential Subdivision No. 5 Property Name East Ave Land w/o Costs --- - i`_,_^ s^, 5••^^ . ^ ^^, sea^^ ;, ^'"°'°," ""° .^, o Address 6375 East Avenue Rancho Cucamonga, CA 91739 ' s •" i

County San Bernardino ---- Govt /Tax ID 0225-191-03, -04, -15, -20, -13 Land Area Net 53 550 ac/ 2,332,638 sf i;•a Land Area Gross 53 550 ac/ 2,332,638 sf Site Development Status Raw i i , ., ...... Utilities No sewer (Had to get septic approved) Maximum FAR N/A 28- Min Land Bldg Ratio N/A Shape Rectangular Topography Generally Level Flood Zone Class N/A Flood Panel No / Date N/A Zoning SP Entitlement Status Tentative Tract

Type Sale Primary Verification Doug Jomtsma, Land Advisors Interest Transfered Fee Simple Transaction Date 02/21/2014 Condition of Sale None Recording Date 02/21/2014 Recorded Buyer KB Home Coastal Sale Price $16,970,000 Buyer Type Developer Financing Cash to Seller Recorded Seller Chaffey Joint Union High School District Cash Equivalent $16,970,000 Marketing Time N/A Capital Adjustment $0 Listing Broker Doug Jorritsma - 949 852 8288 Adjusted Price $16,970,000 Doc # 070259 Adjusted Price / ac and / sf $316,900 / $7.28 Adjusted Price/ FAR N/A Adjusted Price/ Unit $223,289

This comparable represents a 53 55 acre site located on the northeast comer of East Avenue and the 210 Freeway in the city of Rancho Cucamonga in San Bernardino County The area is made up of primarily single-family residences The site has good access via the 210 Freeway and the 1-15 Freeway and has frontage along the 210 Freeway It was reported that the buyer is planning to build 76 single-family homes on half-acre lots There is a tentative tract map in place at the time of the sale, however, the site was in raw condition Escrow took approximately 8 months due to sewer issues The buyer obtained approvals for septic as the sewer connection was unavailable The finished lot cost was estimated as $360,000 per lot

Addendum B LEGAL DESCRIPTION

Fidelity National Title Insurance Company

April 4, 2017

Tim Mitchell J.W. Mitchell Company, LLC 75 Argonaut, Suite A Aliso Viejo, CA 92656 Phone: (949) 975-1999

Order No.: 25005720-989-989-SG4 Reference No.: Summit at Rosena Fontana, CA Title Officer : Steven Gomez (BS-RIV) Phone (951) 710-5941 Title Assistant: Phone Email

Enclosed please find the following item(s): • Preliminary Report

Strength • Expertise • Service

CLTA Preliminary Report Form - Modified ( 11/17/06) Page 1 © 2017 CBRE, Inc CIIICAGOTITLE 4210 Riverwalk Parkway, Suite 100 Riverside, CA 92505 F N TG Q Fidelity National'ltle Phone : (951) 710-5941 BUILDER SERVICES Comwn,,atw Fax: (951) 710-5955

Issuing Policies of Fidelity National Title Insurance Company

Title Officer: Steven Gomez (BS-RIV) Order No .: 989-25005720-SG4 Escrow Officer: Builder Services OAC

TO: J.W. Mitchell Company, LLC 75 Argonaut, Suite A Aliso Viejo, CA 92656

ATTN:.Tim Mitchell YOUR REFERENCE: PROPERTY ADDRESS: Summit at Rosena, Fontana, CA

PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Fidelity National Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions ofsaid policyforms The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks ofsaid policy or policies are set forth in Attachment One The policy to be issued may contain an arbitration clause When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liabilityfor certain coverages are also set forth in Attachment One Copies of the policy forms should be read They are available fro>v the office which issued this report This report (and any supplements or amendments hereto) is issued solely for the purpose offacilitating the issuance of a policy of title insurance and no liability is assumed hereby If it is desired that liability be assumed prior to the issuance of a policy oftitle insurance, a Binder or Commitment should be requested The policy(s) of title insurance to be issued hereunder will be policy(s) of Fidelity National Title Insurance Company, a California Corporation Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Countersigned by:

Authorized Signature

CLTA Preliminary Report Form - Modified (11/17/06) Page 2 © 2017 CBRE, Inc , CIIICAGOTIrLE 4210 Riverwalk Parkway , Suite 100 - Riverside , CA 92505 & F N TG -- Fidelity National Th1c Phone : (951) 710-5941 - (` CommomnreaW Fax: (951) 710-5955

PRELIMINARY REPORT

EFFECTIVE DATE : March 27, 2017 at 7:30 a.m.

ORDER NO.: 989-25005720-SG4

The form of policy or policies of title insurance contemplated by this report is:

CLTA Standard Coverage Policy (04-08-14)

1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS:

A FEE

2 TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:

SANDRA L. MITCHELL AND RICHARD C. GOOD MAN,. As Co-Trustees of the J. W. Mitchell Jr. and Sandra L. Mitchell Family Marital Trust dated April 29, 1982, as to an undivided one-half ( 1/2) interest; and SANDRA L. MITCHELL, RICHARD C. GOOD MAN, HOWARD M. SCHULMAN, AND JOHN J. SWIGART, JR., as Co-Trustees of the J. W. and Sandra L. Mitchell Foundation Charitable Trust established May 18, 2016, as to an undivided one-half (1/2) interest

3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS:

See Exhibit A attached hereto and made a part hereof.

EXHIBIT A LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FONTANA, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

THE NORTHWEST '/. OF THE SOUTHEAST '/4 OF SECTION 19, TOWNSHIP I NORTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THE SOUTHERLY 330 FEET.

APN(s): 0239-141-21

PARCEL 2:

THE SOUTHWEST '/, OF THE SOUTHEAST '/4 OF SECTION 19, TOWNSHIP I NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

APN(s): 0239-141-22

PARCEL 3:

THE NORTH V2 OF THE NORTHEAST '/. OF THE SOUTHEAST '/< OF SECTION 19, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

APN(s): 0239-141-16

PARCEL 4:

THE SOUTH'/2 OF THE NORTHEAST'/. OF THE SOUTHEAST'/, OF SECTION 19, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THE SOUTHERLY 330 FEET.

APN(s): 0239-141-23

PARCEL 5:

THE SOUTHEAST '/, OF THE SOUTHEAST '/4 OF SECTION 19, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF

APN(s): 0239-141-24

PARCEL 6:

THE SOUTH '/z OF THE SOUTHWEST '/. OF THE NORTHEAST '/, OF SECTION 19, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FONTANA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR GENERAL DATED OCTOBER 14, 1875.

CLTA Preliminary Report Form - Modified ( 11/17/06) Page 4 0 2017 CBRE, Inc. PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No : 989-25005720-SG4

EXHIBIT A (Continued)

EXCEPTING THEREFROM THE SOUTH 80 FEET THEREOF.

ALSO EXCEPTING THEREFROM THE NORTH 32.00 FEET OF THE SOUTH 112.88 FEET THEREOF.

ALSO EXCEPTING THEREFROM ''A INTEREST IN AND TO ALL OIL, MINERALS, ASPHALTUM AND HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, AS RESERVED IN THE DEED FROM JAMES R. JOHNSON AND MILDRED E. JOHNSON, HUSBAND AND WIFE TO BERRY INVESTMENT CORPORATION, RECORDED NOVEMBER 25, 1957 IN BOOK 4376, PAGE 206 OF OFFICIAL RECORDS .

APN(s): 0239-131-51

EXCEPTIONS

AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS:

A Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2017-2018.

B. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows:

Tax Identification No.: 0239-131- 51-0-000 Fiscal Year: 2016-2017 1st Installment : $2,562.31, paid. 2nd Installment : $2,562 .30, unpaid (Delinquent after April 10, 2017) Penalty and Cost: $266.23 Homeowners Exemption: $ Code Area: 010-072

Affects: Parcel 6

C. Property taxes , including any personal property taxes and any assessments collected with taxes , are as follows:

Tax Identification No.: 0239-141-16-0-000 Fiscal Year: 2016-2017 1st Installment : $3,090 .69, paid. 2nd Installment : $3,090. 65, unpaid (Delinquent after April 10, 2017) Penalty and Cost: $319.07 Homeowners Exemption: $ Code Area: 010-072

Affects: Parcel 3

D. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows:

Tax Identification No.- 0239-141-21-0-000 Fiscal Year: 2016-2017 1st Installment : $4,635 .68, paid. 2nd Installment - $4,635. 65, unpaid (Delinquent after April 10, 2017) Penalty and Cost: $473.58 Homeowners Exemption: $ Code Area- 010-072

Affects: Parcel 1

E. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows:

Tax Identification No.: 0239-141-22-0-000 Fiscal Year: 2016-2017 1st Installment: $ 6,180.66, paid. 2nd Installment : $6,180.66, unpaid (Delinquent after April 10, 2017) Penalty and Cost : $628.08 Homeowners Exemption: $ Code Area: 010-066

Affects: Parcel 2

EXCEPTIONS (Continued)

F. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows:

Tax Identification No.: 0239-141-23-0-000 Fiscal Year: 2016-2017 1st Installment: $1,545.67, paid. 2nd Installment : $1,545.63, unpaid (Delinquent after April 10, 2017) Penalty and Cost: $164.57 Homeowners Exemption: $ Code Area- 010-072

Affects: Parcel 4

G. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows:

Tax Identification No.: 0239-141-24-0-000 Fiscal Year: 2016-2017 1st Installment : $ 6,180.66, paid. 2nd Installment : $ 6,180.66 , unpaid (Delinquent after April 10, 2017) Penalty and Cost: $ 628.08 Homeowners Exemption: $ Code Area: 010-066

Affects: Parcel 5

H. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy.

1. Water rights, claims or title to water, whether or not disclosed by the public records.

2. Easement(s) in favor of the public over any existing roads lying within said Land.

3. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: San Gabriel Valley Municipal Water District, a public corporation of the State of California, it's successors and/or assigns Purpose: Pipelines Recording Date. April 27, 1973 - Recording No: Book 8171. Page 258 of Official Records Affects: A portion of said land as more particularly described in said document.

and Recording Date: April 27, 1973 and Recording No: Book 8171, Page 262 of Official Records

and Recording Date: April 27, 1973 and Recording No: Book 8171, Page 271 of Official Records

Affects: Parcels 1 and 3.

EXCEPTIONS (Continued)

4. The Land described herein is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the Redevelopment Plan) as disclosed by a document

Redevelopment Agency: North Fontana Redevelopment Project Recording Date: December 28, 1982 Recording No: 82-259093 of Official Records

Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document.

Granted to: City of Fontana, a municipal corporation Purpose: Right of way for street, highway and public utility Recording Date: June 11, 2002 Recording No: 2002-0294441 of Official Records Affects: A portion of said land as more particularly described in said document.

Affects: Parcel 2.

6. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: City of Fontana, a municipal corporation Purpose : Right of way for street, highway and public utility Recording Date : June 11, 2002 Recording No: 2002-0294442 of Official Records Affects: A portion of said land as more particularly described in said document.

Affects: Parcel 5.

Matters contained in that certain document

Entitled : Summit At Rosena Specific Plan Development Agreement Dated : April 6, 2006 Executed by: City of Fontana and J .W. Mitchell Land company, LLC, a California limited liability company Recording Date : April 6, 2006 Recording No: 2006-0236309 of Official Records

Reference is hereby made to said document for full particulars.

8. The Land described herein is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the Redevelopment Plan) as disclosed by a document.

Redevelopment Agency: The City of Fontana North Fontana Redevelopment Project Area Recording Date: January 15, 2008 Recording No: 2008-0018280 of Official Records

EXCEPTIONS (Continued)

9. A pending court action as disclosed by a recorded notice:

Plaintiff: Southern California Edison Company, a California corporation Defendant: J.W. Mitchell Land Company, LLC, a California limited liability company; City of Fontana,; Does 1 thorough 100, inclusive; and all persons unknown claiming any title or interest in or to the property described herein County: San Bernardino Court: Superior Case No.: CIVDS1600524 Nature of Action: Condemn portions of real property Recording Date: January 26, 2016 Recording No: 2016-0028317 of Official Records

10. Any invalidity or defect in the title of the vestees in the event that the trust referred to herein is invalid or fails to grant sufficient powers to the trustee(s) or in the event there is a lack of compliance with the terms and provisions of the trust instrument.

If title is to be insured in the trustee(s) of a trust, (or if their act is to be insured), this Company will require a Trust Certification pursuant to California Probate Code Section 18100.5.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

11. _ Please be advised that our search did not disclose any open Deeds of Trust of record. If you should have knowledge of any outstanding obligation, please contact the Title Department immediately for further review prior to closing.

12. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records.

The Company will require, for review, a full and complete copy of any unrecorded agreement , contract, license and/or lease, together with all supplements, assignments and amendments thereto , before issuing any policy of title insurance without excepting this item from coverage.

The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents.

13. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent.

14. Matters which may be disclosed by an inspection and/or by a correct ALTAINSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof.

PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION.

END OF EXCEPTIONS

REQUIREMENTS SECTION

1. The Company will require either (a) a complete copy of the trust agreement and any amendments thereto certified by the trustee(s) to be a true and complete copy with respect to the hereinafter named trust, or (b) a Certification, pursuant to California Probate Code Section 18100.5, executed by all of the current trustee(s) of the hereinafter named trust, a form of which is attached.

Name of Trust: The J.W. Mitchell Jr. and Sandra L Mitchell Family Marital Trust dated April 29, 1982

2. The Company will require either (a) a complete copy of the trust agreement and any amendments thereto certified by the trustee(s) to be a true and complete copy with respect to the hereinafter named trust, or (b) a Certification, pursuant to California Probate Code Section 18100.5, executed by all of the current trustee(s) of the hereinafter named trust, a form of which is attached.

Name of Trust: The J.W. and Sandra L. Mitchell Foundation Charitable Trust Established May 18, 2016

We find various Liens and Judgments that are of record against persons with similar or the same name as that of the vestee(s) shown herein . In order to complete this report, the Company requires a Statement of Information to be provided for the following vestee(s), which may allow and assist in the elimination of some or all of the said liens and judgments . After review of the requested Statement of Information , the Company reserves the right to add additional items or make further requirements prior to the issuance of any Policy of Title Insurance.

Vestee(s): Sandra L. Mitchell

NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect _ another party with the same or similar name . Be assured that the Statement of Information is essential and will be kept strictly confidential to this file.

4. Prior to the close of escrow, the Company requires a Statement of Information to be completed by the following party(s),

Party(s): All Parties

The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information.

5. Furnish for review a full and complete copy of any unrecorded agreement, contract, license and/or lease together with all supplements, assignments and amendments thereto, prior to the close of this transaction

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

Unrecorded matters which may be disclosed by an Owner's Affidavit or Declaration. A form of the Owner's Affidavit/Declaration is attached to this Preliminary Report/Commitment. This Affidavit/Declaration is to be completed by the record owner of the land and submitted for review prior to the closing of this transaction. Your prompt attention to this requirement will help avoid delays in the closing of this transaction. Thank you.

The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit/Declaration.

CLT4p1^94 pf ort Form Modified ( 11/17/06) Page 10 'PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.- 989-25005720-SG4

REQUIREMENTS (Continued)

END OF REQUIREMENTS

CLT jl^rqljirft ttgyRf ort Form - Modified ( 11/17/06) Page 11 'PRELIMINARY REPORT Fidelity National Title Company Your Reference. Order No • 989-25005720-SG4

INFORMATIONAL NOTES SECTION

1. None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an Extended Coverage Loan Policy, when issued.

2 The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land Vacant Land properties, located within the city of Fontana, California, , to an Extended Coverage Loan Policy.

3. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage.

4 Note: The only conveyance(s) affecting said Land, which recorded within 24 months of the date of this report, are as follows:

Grantor: J.W. Mitchell Land Company, LLC, a California limited liability company Grantee: Jatisan , LLC, a California limited liability company Recording Date : May 27, 2016 Recording No: 2016-0209907 of Official Records

Grantor: Jatisan, LLC, a California limited liability company Grantee: Sandra L. Mitchell and Richard C. Goodman, as Co-Trustees of the J.W. Mitchell, Jr. and Sandra L. Mitchell Family Marital Trust dated April 29, 1982 , as to an undivided one- half (1/2) interest, and Sandra L. Mitchell and Richard C. Goodman as Co-Trustees of the J.W. Mitchell Jr. and Sandra L. Mitchell Family Survivor's Trust dated April 29, 1982, as to an undivided one-half ( 1/2) interest Recording Date : May 27, 2016 Recording No: 2016-0209908 of Official Records

Grantor: Sandra L. Mitchell and Richard C. Goodman, as Co-Trustees of the J.W. Mitchell, Jr. and Sandra L. Mitchell Family Survivor's Trust dated April 29, 1982, as to an undivided one- half (1/2) interest Grantee: Sandra L. Mitchell, a widow, the above grantor's entire undivided one-half (1/2) interest Recording Date: May 27, 2016 Recording No: 2016-0209909 of Official Records

Grantor: Sandra L. Mitchell, a widow, as to an undivided one-half (1/2) interest Grantee: Sandra L. Mitchell, Richard C. Goodman, Howard M. Schulman and John J. Swigart, Jr, as Co-Trustees of the J.W. and Sandra L. Mitchell Foundation Charitable Trust established May 18, 2016, as to the above grantor's entire undivided one-half (1/2) interest Recording Date: May 27, 2016 Recording No: 2016-0209910 of Official Records

END OF INFORMATIONAL NOTES

Steven Gomez (BS-RIV)/ry

CLT4DP,rg4rpiRport Form - Modified ( 11/17/06) Page 12 1 :&4 1 % 0

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Order: 25005720 Page I of 1 Requested By Steve denb, Printed 4/4/2017 8'54 AM Dot. SBA 239-14

Addendum C CLIENT CONTRACT INFORMATION

CBRE, Inc. 3501 Jamboree Road, Suite 100 Newport Beach, CA 92660

August 9, 2017 Robert Holmen Vice President John J. Swigart, Jr. LAW OFFICES OF JOHN J. SWIGART, JR. 2500 Holly Lane Newport Beach, CA 92663 Phone: 949.642.0695 Email: [email protected]

RE: Assignment Agreement Land Summit at Rosena SP, NWC Sierra Avenue & Summit Avenue Fontana , CA 92336

Dear Mr. Swigart:

We are pleased to submit this proposal and our Terms and Conditions for this assignment.

PROPOSAL SPECIFICATIONS Purpose : - To estimate the Market-Value of the referenced real estate

Premise: As Is as of May 18, 2016 Rights Appraised: Fee Simple Intended Use: Estate Planning purposes Intended User: The intended user is John J. Swigart, Jr., and such other parties and entities (if any) expressly recognized by CBRE as "Intended Users" (as further defined herein). Reliance: Reliance on any reports produced by CBRE under this Agreement is extended solely to parties and entities expressly acknowledged in a signed writing by CBRE as Intended Users of the respective reports, provided that any conditions to such acknowledgement required by CBRE or hereunder have been satisfied. Parties or entities other than Intended Users who obtain a copy of the report or any portion thereof (including Client if it is not named as an Intended User), whether as a result of its direct dissemination or by any other means, may not rely upon any opinions or conclusions contained in the report or such portions thereof, and CBRE will not be responsible for any unpermitted use of the report, its conclusions or contents or have any liability in connection therewith.

Inspection : CBRE will conduct a physical inspection of the subject property and its surrounding environs on the effective date of appraisal. Valuation Approaches: Only the Sales Comparison Approach will be completed. Report Type: Concise Appraisal Report

Appraisal Standards: USPAP Appraisal Fee: $3,500 Expenses: Fee includes all associated expenses Retainer: A retainer is not required for this assignment Payment Terms: Final payment is due upon delivery of the final report or within thirty (30) days of your receipt of the draft report, whichever is sooner. The fee is considered earned upon delivery of the draft report.

We will invoice you for the assignment in its entirety at the completion of the assignment. Delivery Instructions : CBRE encourages our clients to join in our environmental sustainability efforts by accepting an electronic copy of the report.

An Adobe PDF file via email will be delivered to [email protected]. The client has requested One (1) bound final copy (ies). Delivery Schedule: Preliminary Value: Not Required Draft Report: Not Required Final Report: 20 business days after the Start Date Start Date:- The appraisal process will start upon receipt of your signed agreement and the property specific data. Acceptance Date: These specifications are subject to modification if this proposal is not accepted within 10 business days from the date of this letter. When executed and delivered by all parties, this letter, together with the Terms and Conditions and the Specific Property Data Request attached hereto and incorporated herein, will serve as the Agreement for appraisal services by and between CBRE and Client. Each person signing below represents that it is authorized to enter into this Agreement and to bind the respective parties hereto.

We appreciate this opportunity to be of service to you on this assignment. If you have additional questions , please contact us.

Sincerely, CBRE, inc. Valuation & Advisory Services

Robert Holman Vice President As Agent for CBRE, inc. California Cert. No. AGO03298 T 949.725.8408 [email protected]

AGREED AND ACCEPTED

FOR LAW OFFICES OF JOHN J. SWIGART, JR.:

A 'a 7 0 7 Sig ature Date Spy' ew&&Cj`rA Name Title

PhneNn4r E-M ess

ADDITIONAL OPTIONAL SERVICES Assessment & Consulting Services: CBRE's Assessment & Consulting Services group has the capability of providing a wide array of solution-oriented due diligence services in the form of property condition and environmental site assessment reports and other necessary due diligence services (seismic risk analysis, zoning compliance services, construction risk management, annual inspections, etc.). CBRE provides our clients the full complement of due diligence services with over 260 employees in the U.S. that are local subject matter experts.

Initial below if you desire CBRE to contact you to discuss a proposal for any port or the full complement of consulting services , or you may reach out to us at WhitePlainsProposolsWcbre cony. We will route your request to the appropriate manager. For more information, please visit,,-,,,-.cbrp : or-/cts,e:,:rnt^ ':

Initial Here

TERMS AND CONDITIONS

1. The Terms and Conditions herein are part of on agreement for appraisal services (the "Agreement" between CBRE, Inc. (the "Appraiser") and the client signing this Agreement, and for whom the appraisal services will be performed (the "Client"), and shall be deemed a part of such Agreement as though set forth in full therein. The Agreement shall be governed by the laws of the state where the appraisal office is located for the Appraiser executing this Agreement. 2. Client shall be responsible for the payment of all fees stipulated in the Agreement. Payment of the appraisal fee and preparation of an appraisal report (the 'Appraisal Report, or the "report") are not contingent upon any predetermined value or on on action or event resulting from the analyses, opinions, conclusions, or use of the Appraisal Report. Final payment is due as provided in the Proposal Specifications Section of this Agreement. If a draft report is requested, the fee is considered earned upon delivery of the draft report. It is understood that the Client may cancel this assignment in writing at any time prior to delivery of the completed report. In such event, the Client is obligated only for the prorated share of the fee based upon the work completed and expenses incurred (including travel expenses to and from the job site), with a minimum charge of $500. Additional copies of the Appraisal Reports are available at a cost of $250 per original color copy and $100 per photocopy (black and white), plus shipping fees of $30 per report. 3. If Appraiser is subpoenaed or ordered to give testimony, produce documents or information, or otherwise required or requested by Client or a third party to participate in meetings, phone calls, conferences, litigation or other legal proceedings (including preparation for such proceedings) because of, connected with or in any way pertaining to this engagement, the Appraisal Report, the Appraiser's expertise, or the Property, Client shall pay Appraiser's additional costs and expenses, including but not limited to Appraiser's attorneys' fees, and additional time incurred by Appraiser based on Appraiser's then-prevailing hourly rates and related fees. Such charges include and pertain to, but are not limited to, time spent-in preparing for and providing court room testimony, depositions, travel time, mileage and related travel expenses, waiting time, document review and production, and preparation time (excluding preparation of the Appraisal Report), meeting participation, and Appraiser's other related commitment of time and expertise. Hourly charges and other fees for such participation will be provided upon request. In the event Client requests additional appraisal services beyond the scope and purpose stated in the Agreement, Client agrees to pay additional fees for such services and to reimburse related expenses, whether or not the completed report has been delivered to Client at the time of such request. 4. Appraiser shall have the right to terminate this Agreement at any time for cause effective immediately upon written notice to Client on the occurrence of fraud or the willful misconduct of Client, its employees or agents, or without cause upon 30 days written notice. 5. In the event Client fails to make payments when due then, from the date due until paid, the amount due and payable shall bear interest at the maximum rate permitted in the state where the office is located for the Appraiser executing the Agreement. In the event either party institutes legal action against the other to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and expenses. Each party waives the right to a trial by jury in any action arising under this Agreement. 6. Appraiser assumes there are no major or significant items or issues affecting the Property that would require the expertise of a professional building contractor, engineer, or environmental consultant for Appraiser to prepare a valid report. Client acknowledges that such additional expertise is not covered in the Appraisal fee and agrees that, if such additional expertise is required, it shall be provided by others at the discretion and direction of the Client, and solely of Client's additional cost and expense. 7. In the event of any dispute between Client and Appraiser relating to this Agreement, or Appraiser's or Clients performance hereunder, Appraiser and Client agree that such dispute shall be resolved by means of binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. Depositions may be token and other discovery obtained during such arbitration proceedings to the some extent as authorized in civil judicial proceedings in the state where the office of the Appraiser executing this Agreement is located. The arbitrator shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary or similar damages. The prevailing party in the arbitration proceeding shall be entitled to recover its expenses from the losing party, including costs of the arbitration proceeding, and reasonable attorneys fees. Client acknowledges that Appraiser is being retained hereunder as an independent contractor to perform the services described herein and nothing in this Agreement shall be deemed to create any other relationship

between Client and Appraiser. This engagement shall be deemed concluded and the services hereunder completed upon delivery to Client of the Appraisal Report discussed herein. 8. All statements of fact in the report which are used as the basis of the Appraisers analyses, opinions, and conclusions will be true and correct to Appraisers actual knowledge and belief. Appraiser does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information or the condition of the Property furnished to Appraiser by Client or others TO THE FULLEST EXTENT PERMITTED BY LAW, APPRAISER DISCLAIMS ANY GUARANTEE OR WARRANTY AS TO THE OPINIONS AND CONCLUSIONS PRESENTED ORALLY OR IN ANY APPRAISAL REPORT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE EVEN IF KNOWN TO APPRAISER. Furthermore, the conclusions and any permitted reliance on and use of the Appraisal Report shall be subject to the assumptions, limitations, and qualifying statements contained in the report 9. Appraiser shall have no responsibility for legal matters, including zoning, or questions of survey or title, soil or subsoil conditions, engineering, or other similar technical matters. The report will not constitute a survey of the Property analyzed. 10. Client shall provide Appraiser with such materials with respect to the assignment as are requested by Appraiser and in the possession or under the control of Client. Client shall provide Appraiser with sufficient access to the Property to be analyzed, and hereby grants permission for entry unless discussed in advance to the contrary. 11. The data gathered in the course of the assignment (except data furnished by Client) and the report prepared pursuant to the Agreement are, and will remain, the property of Appraiser. With respect to data provided by Client, Appraiser shall not violate the confidential nature of the Appraiser-Client relationship by improperly disclosing any proprietary information furnished to Appraiser. Notwithstanding the foregoing, Appraiser is authorized by Client to disclose all or any portion of the report and related data as may be required by statute, government regulation, legal process, or judicial decree, including to appropriate representatives of the Appraisal Institute if such disclosure is required to enable Appraiser to comply with the Bylaws and Regulations of such - Institute as now or hereafter in effect. 12. Unless specifically noted, in preparing the Appraisal Report the Appraiser will not be considering the possible existence of asbestos, PCB transformers, or other toxic, hazardous, or contaminated substances and/or underground storage tanks (collectively, "Hazardous Material) on or affecting the Property, or the cost of encapsulation or removal thereof. Further, Client represents that there is no major or significant deferred maintenance of the Property that would require the expertise of a professional cost estimator or contractor. If such repairs are needed, the estimates are to be prepared by others, at Client's discretion and direction, and are not covered as part of the Appraisal fee. 13. In the event Client intends to use the Appraisal Report in connection with a tax matter, Client acknowledges that Appraiser provides no warranty, representation or prediction as to the outcome of such tax matter. Client understands and acknowledges that any relevant taxing authority (whether the Internal Revenue Service or any other federal, state or local taxing authority) may disagree with or reject the Appraisal Report or otherwise disagree with Client's tax position, and further understands and acknowledges that the taxing authority may seek to collect additional taxes, interest, penalties or fees from Client beyond what may be suggested by the Appraisal Report. Client agrees that Appraiser shall have no responsibility or liability to Client or any other party for any such taxes, interest, penalties or fees and that Client will not seek damages or other compensation from Appraiser relating to any such taxes, interest, penalties or fees imposed on Client, or for any attorneys' fees, costs or other expenses relating to Client's tax matters. 14. Appraiser shall have no liability with respect to any loss, damage, claim or expense incurred by or asserted against Client arising out of, based upon or resulting from Client's failure to provide accurate or complete information or documentation pertaining to an assignment ordered under or in connection with this Agreement, including Client's failure, or the failure of any of Client's agents, to provide a complete copy of the Appraisal Report to any third party. 15. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT ARISING FROM SECTION 16 BELOW, OR SECTION 17 IF APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATE, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO THE OTHER, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, AND AGGREGATE DAMAGES IN CONNECTION WITH THIS AGREEMENT FOR EITHER PARTY (EXCLUDING THE OBLIGATION TO PAY THE FEES REQUIRED HEREUNDER) SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES PAYABLE TO APPRAISER UNDER THIS AGREEMENT OR TEN THOUSAND DOLLARS ($10,000) THIS LIABILITY LIMITATION SHALL NOT

APPLY IN THE EVENT OF A FINAL FINDING BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION THAT SUCH LIABILITY IS THE RESULT OF A PARTY'S FRAUD OR WILLFUL MISCONDUCT 16. Client shall not disseminate, distribute, make available or otherwise provide any Appraisal Report prepared hereunder to any third party (i ncluding without limitation, incorporating or referencing the Appraisal Report , in whole or in port, in any offering or other material intended for review by other parties) except to (i) any third party expressly acknowledged in a signed writing by Appraiser as an "Intended User" of the Appraisal Report provided that either Appraiser has received an acceptable release from such third party with respect to such Appraisal Report or Client provides acceptable indemnity protections to Appraiser against any claims resulting from the distribution of the Appraisal Report to such third party, (ii) any third party service provider ( including rating agencies and auditors) using the Appraisal Report in the course of providing services for the sole benefit of on Intended User, or (iii) as required by statute, government regulation, legal process , or judicial decree. In the event Appraiser consents , in writing, to Client incorporating or referencing the Appraisal Report in any offering or other materials intended for review by other parties , Client shall not distribute, file, or otherwise make such materials available to any such parties unless and until Client has provided Appraiser with complete copies of such materials and Appraiser has approved all such materials in writing. Client shall not modify any such materials once approved by Appraiser. In the absence of satisfying the conditions of this paragraph with respect to a party who is not designated as an Intended User, in no event shall the receipt of on Appraisal Report by such party extend any right to the party to use and rely on such report, and Appraiser shall have no liability for such unauthorized use and reliance on any Appraisal Report. In the event Client breaches the provisions of this paragraph , Client shall indemnify, defend and hold Appraiser, and its affiliates and their officers, directors, employees, contractors, agents and other representatives (Appraiser and each of the foregoing an "Indemnified Party" and collectively the "Indemnified Parties"), fully harmless from and against all losses, liabilities, damages and expenses (collectively, "Damages") claimed against, sustained or incurred by any Indemnified Party arising out of or in connection with such breach, regardless of any negligence on the part of any Indemnified Party in preparing the Appraisal Report.

17. In the event an Intended User incorporates or references the Appraisal Report, in whole or in port, in any offering or other material intended for review by other parties, Client shall indemnify, defend and hold each of the Indemnified Parties harmless from and against any Damages in connection with (i) any transaction contemplated by this Agreement or in connection with the appraisal or the engagement of or performance of services by any Indemnified Party hereunder, (ii) any actual or alleged untrue statement of a material fact, or the actual or alleged failure to state a material fact necessary to make a statement not misleading in light of the circumstances under which it was made with respect to all information furnished to any Indemnified Party or made available to a prospective party to a transaction, or (iii) on actual or alleged violation of applicable law by an Intended User (including, without limitation, securities laws) or the negligent or intentional acts or omissions of an Intended User (including the failure to perform any duty imposed by law); and will reimburse each Indemnified Party for all reasonable fees and expenses (including fees and expenses of counsel) (collectively, "Expenses") as incurred in connection with investigating, preparing, pursuing or defending any threatened or pending claim, action, proceeding or investigation (collectively, "Proceedings") arising therefrom, and regardless of whether such Indemnified Party is a formal party to such Proceeding. Client agrees not to enter into any waiver, release or settlement of any Proceeding (whether or not any Indemnified Party is a formal party to such Proceeding) without the prior written consent of Appraiser (which consent will not be unreasonably withheld or delayed) unless such waiver, release or settlement includes an unconditional release of each Indemnified Party from oil liability arising out of such Proceeding. 18. Time Period for Legal Action. Unless the time period is shorter under applicable law, except in connection with paragraphs 16 and 17 above, Appraiser and Client agree that any legal action or lawsuit by one party against the other party or its affiliates, officers, directors, employees, contractors, agents, or other representatives, whether based in contract, warranty, indemnity, negligence, strict liability or other tort or otherwise, relating to (a) this Agreement or the Appraisal Report, (b) any services or appraisals under this Agreement or (c) any acts or conduct relating to such services or appraisals, shall be filed within two (2) years from the date of delivery to Client of the Appraisal Report to which the claims or causes of action in the legal action or lawsuit relate The time period stated in this section shall not be extended by any incapacity of a party or any delay in the discovery or accrual of the underlying claims, causes of action or damages.

In order to complete this assignment under the terms outlined, CBRE, Inc., Valuation & Advisory Services, will require the following specific information for the property:

1. PLEASE NOTIFY US IMMEDIATELY IF ANYONE FROM CBRE IS INVOLVED IN THE BROKERAGE, FINANCING. INVESTMENT OR MANAGEMENT OF THIS ASSET. 2. Current title report and title holder name 3. Current county property tax assessment or tax bill 4. Details on any sale, contract, listing or purchase offer of the property within the past three years 5. Planning /Zoning application or approval , if applicable 6. Any other information that might be helpful in valuing this property

If any of the requested data and information is not available, CBRE, Inc., reserves the right to extend the delivery date by the amount of time it takes to receive the requested information or make other arrangements. Please have the requested information delivered to the following:

Robert Holman Vice President CBRE, Inc. Valuation & Advisory Services 3501 Jamboree Road , Suite 100 Newport Beach, CA 92660

Addendum D QUALIFICATIONS

Robert Holman is a Vice President in the Valuation & Advisory Services' Newport Beach office. As a residential subdivision specialist with over 20 years of real estate appraisal and consulting experience in Southern California, he has provided valuation expertise for development of master planned communities, residential subdivisions, multifamily projects, and raw acreage Mr. Holman's primary geographical emphasis includes the Inland Empire, Orange County, and San Diego County.

Mr. Holman began his career as a single-family appraiser for Security Pacific Bank in 1985 and began commercial/industrial appraising in 1989 with an emphasis in residential subdivision appraisals. His work continued up to the merger with Bank ROBERT HOLMAN of America in 1992, when he joined CBRE. Since joining CBRE he established Vice President subdivision valuation as a specialty and provides valuation services for properties Valuation and Advisory Services ranging from custom homes to residential subdivisions, condominium buildings, T +1949 7258408 and master planned communities F + 1949 7258440 bob holman@cbre com REPRESENTATIVE ASSIGNMENTS www cbre com/Bob Holman Property Name Type Location n Baker Ranch Master Planned Community Lake Forest, CA

CLIENTS REPRESENTED n Sendero at The Ranch Master Planned Community Orange County, CA - BoAML - City National Bank n Heritage Fields Master Planned Community Irvine, CA - (omerica-Bonk n Central Park West Mixed Use Development Irvine, CA - Housing Capital - Union Bank n Alberhill Ranch Master Planned Community Lake Elsinore, CA

n Summerly Master Planned Community Lake Elsinore, CA

CREDENTIALS Professional Affiliations/Accreditations/Certifications

n Appraisal Institute, Candidate for Designation

n Certified General Real Estate Appraiser, State of California, No. AGO03298

EDUCATION n California Polytechnic University, Pomona , Bachelor of Science; Finance, Insurance and Real Estate

Rev lvn, 2013 CBRE © 2017 CBRE, Inc. ,,L OF O - N l Business , Consumer Services & Housing Agency rn ^. BUREAU OF REAL ESTATE APPRAISERS fI DiIi t*0"'^I F 0 Ft REAL ESTATE APPRAISER LICENSE Robert J. Holman

has successfully met the requirements for a license as a residential and commercial real estate appraiser in thej State of California and is, therefore , entitled to use the title:

"Certified General', Real Estate Appraiser"

This license has been issued in accordance with the provisions of the Real Estate Appraisers' Licensing and Certification Law.

BREA APPRAISER IDENTIFICATION NUMBER: AG 003298

Effective Date: July 10, 2016 Date Expires: July 9, 2018

Jim Wattin, Bureau Chief, BREA

3026704 PROFESSIONAL PROFILE

Robert W. Bell, MAI is a Director in the Ontario office for CBRE Valuation & Advisory Services group . Previously, Mr. Bell was the Managing Director for Lee & Associates ROBERT W. BELL, MAI Valuation and Consulting Services. Director Mr. Bell has been engaged in the valuation and analysis of commercial real estate on Valuation and Advisory Services a national basis since 1978. He has appraised thousands of properties during his T + 1 909 418 2045 career and has experience in fee simple , leased fee , leasehold, sandwich leasehold, F +1 909 418 2100 and condominium valuations . He has been recognized as an expert witness before C +1 714 305 5876 Property Tax Appeal Boards, Rent Control Boards, California State Superior Courts, bob bell@cbre com and Federal Bankruptcy Court. He has given valuation presentations to college classes, real estate associations and appraisal seminars . He has experience in the valuation of www cbre corn/Bob Bell special use properties including historical buildings , fast food restaurants, car dealerships , masterplanned communities, amusement parks , mortuaries , parking garages , multiplex theaters , religious facilities, schools , mobile home parks, CLIENTS REPRESENTED environmentally sensitive acreage, fitness facilities , golf courses , and bowling centers. - Argo Group US, Inc - Bank of the West REPRESENTATIVE ASSIGNMENTS - CBRE Investors - Comerica Bank Industrial/High Tech Properties: - Evangelical Christian Credit n Nissan US Design Center Union n Sky Park multi-tenant business park, Irvine, CA - Hart, King & Caldron - Hancock-Whitney Bank Office Properties: - Holliday Rock Company, Inc n Sorrento Towers North and South, San Diego - Jackson, Demarco & n 19500 Jamboree ("Google Building"), Irvine, CA Peckenpough Residential Properties: - Manufacturers Bank n Oakwood Garden Apartments (1,440 units), Newport Beach, CA - Penske Truck Leasing - Rabobank n Portfolio of 78 mobile home parks across the US - SE Corporation n Portola Hills single family tract home communities, Orange County, CA - The Lewis Group of Companies Retail Properties: - Tower Investment Co n Palm Springs Mall - Union Bank n Citrus Plaza community center, Redlands, CA Acreage Properties: n Proposed 2,100 acre Lakeview Masterplanned Community n Partially developed resort residential/golf course land, Hawaii n "North City West", hundreds of vacant land parcels, mass appraisal Special Purpose Facilities: n Portfolio of 12 bowling centers across the US n Three "megachurches" including expansion land n Portfolio of 7 YMCA facilities in Southern California

CREDENTIALS Professional Affiliations/Accreditations/Certifications n The Appraisal Institute , Designated Member (MAI)

EDUCATION

n University of Southern California, MBA (Finance)

n Westmont College, Bachelor of Arts

Robert W. Bell has successfully met the requirements for a license as a residential and commercial real estate appraiser in the State of California and is, therefore, entitled to use the title:

"Certified General Real Estate Appraiser"

This license has been issued in accordance with the provisions of the Real Estate Appraisers' Licensing and Certification Law.

BREA APPRAISER IDENTIFICATION NUMBER: AG 001-951

Effective Date: December 14, 2016 Date Expires: December 13, 2018

Jim 1Vfartin, Bureau Chief, BREA

3031299 THE J. W. AND SANDRA L. MITCHELL FOUNDATION E I N# 81 -2945933 FORM 990-PF 2016

REASON FOR AMENDED RETURN

Part X and Part XI - MINIMUM INVESTMENT RETURN AND DISTRIBUTABLE AMOUNT

In filing the original return, taxpayer inadvertently did not adjust the minimum investment return for the short tax period. The Foundation was organized on May 18, 2016. The calculations contained in Parts X and XI were recalculated to reflect the short period tax return. Page 8 of the tax return was amended to indicate that the minimum investment return and distributable amount is $ 615,290. A copy of the appraisal that was - -- obtained to support the value of the real estate that was contributed to the Foundation is also attached and made part of this amended return as indicated on Line 1(c), Page 8, Part X.