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Onions, Etc., Inc. and Duda Farm Fresh Foods, Inc v. Z&S Fresh

IN THE UNITED STATES DISTRICT COURT EASTERN DISTRICT OF CALIFORNIA


August 19, 2011

ONIONS, ETC., INC. AND DUDA FARM FRESH FOODS, INC.,
PLAINTIFFS,
v.
Z&S FRESH, INC. FDBA Z&S DISTRIBUTING CO., INC., MARTIN J. ZANINOVICH, LOREN SCHOENBURG, AND MARGARET AKA MARGE SCHOENBURG,
DEFENDANTS.

The opinion of the court was delivered by: The Honorable Oliver W. Wanger United States District Court Judge

DON J. POOL 166468 THE LAW FIRM OF POWELL & POOL 7522 North Colonial Avenue, Suite 100 Fresno, California 93711 Telephone: (559) 228-8034 Facsimile: (559) 228-6818 dpool@powellandpool.com Attorneys for JOHN VAN CUREN, Court-Appointed Receiver

STIPULATION FOR ORDER (1) APPROVING VERIFIED FINAL REPORT OF ADMINISTRATION AND ACCOUNTING BY RECEIVER; (2) WAIVING NOTICED HEARING THEREON; (3) APPROVING PAYMENT OF LEGAL FEES AND COSTS INCURRED BY RECEIVER AND RECEIVERSHIP ESTATE; (4) APPROVING COMPENSATION TO RECEIVER FOR FEES AND EXPENSES INCURRED AS A RESULT THEREOF; (5) ) INSTRUCTING RECEIVER ON ) DISPOSITION OF CHECK PROCEEDS HELD BY RECEIVER; AND (6) TERMINATING RECEIVERSHIP, DISCHARGING RECEIVER FROM HIS DUTIES AND EXONERATING THE BOND; AND ) ORDER THEREON BASED UPON THE FOLLOWING FACTS, JOHN VAN CUREN, the duly Court-Appointed Receiver in the above-captioned matter ("VAN CUREN" or "Receiver"), Intervenor Plaintiff Terence J. Long, Trustee of the PACA Trust created by Court Order 4 dated June 24, 2009 ("PACA Trust"), Intervenor Plaintiff and Defendant

FRESNO-5 MADERA FEDERAL LAND BANK ASSOCIATION, FLCA ("Land Bank"), Cross-6 Defendant MARTIN J. ZANINOVICH, and Cross-Defendants ARON and CARRIE MARGOSIAN (hereinafter collectively referred to as "the Parties"), acting by and through 8 their attorneys of record herein, respectfully represent, stipulate and agree as follows ("Stipulation"):

STATEMENT OF FACTS/PROCEDURAL HISTORY

1.1 The above-entitled case was filed May 22, 2009. VAN CUREN was appointed receiver herein by Stipulation and Order for Appointment of Receiver for Limited Purpose ("Stipulation & Order") of this Court made and entered on March 14, 2011. After 15 qualifying for his office by filing the required oath and bond, VAN CUREN acted "for the 16 limited purpose of marketing and selling the 18.79 acre packing house and cold storage 17 property located at 39303 Road 56, Dinuba, California 93618" (APN 029-070-010), together 18 with the personal property ("the Property" or "Receivership Estate"), as more particularly 19 described and outlined in exhibit A attached to the Receiver's Initial Report of Assets/Inventory filed herein on May 27, 2011.

1.2 During the term of the Receivership, VAN CUREN performed his duties pursuant to the Stipulation & Order, as set forth in the Verified Final Report of 3 Administration and Accounting by Receiver ("Final Report & Accounting"), including 4 entering into a Purchase and Sale Agreement ("PSA") for the sale of the Receivership Estate, 5 and employing Don J. Pool, The Law Firm of Powell & Pool (hereinafter "Mr. Pool"), as his 6 legal counsel to advise him regarding his duties and legal matters affecting the Receivership 7 Estate. The Final Report & Accounting includes a detailed report of the Receiver's 8 advances, income/receipts, disbursements, and reimbursements for the period of March 14, 2011 through August 5, 2011. Also included in the Final Report & Accounting is a detailed 10 accounting of the fees and expenses incurred and estimated to be incurred by the Receiver 11 and Receivership Estate in the total amount of $39,531.41 and attorneys' fees and costs 12 incurred and estimated in the amount of $35,000.00. A true and correct copy of the Final 13 Report & Accounting is attached hereto as exhibit A and incorporated herein by this 14 reference.

1.3 On or about June 24, 2011, VAN CUREN and the putative buyer, Scott Critchley, entered into and executed the PSA for the purchase and sale of the Receivership Estate, subject to Court approval.

1.4 On that same date, VAN CUREN filed his Ex Parte Application of Receiver for Order Shortening Time for Hearing on Motion for Order (1) Authorizing Receiver to Sell the Property; (2) Approving Agreement With Proposed Buyer; and (3) Approving Overbid Procedures ("Ex Parte Application"), which was granted by the Court on July 5, 2011 and set for hearing on July 13, 2011.

1.5 Accordingly, on or about July 7, 2011, VAN CUREN filed his Motion For Order (1) Authorizing Receiver To Sell The Property; (2) Approving Agreement With Proposed Buyer; and (3) Approving Overbid Procedures ("Sale Motion"), which the Court 26 granted at the hearing on the Sale Motion on July 13, 2011.

1.6 In order to facilitate the sale of the Receivership Estate, on July 19, 2011, VAN CUREN, Land Bank and PACA Trust executed and filed a Stipulation to Sell Property Free and Clear of All Liens, Encumbrances, or Security Interests, which provides 4 that upon sale, the Receivership Estate shall (1) be free and clear of any liens, encumbrances, 5 or security interests asserted by or on behalf of Land Bank, including but not limited to, that 6 certain deed of trust recorded in the Official Records of Tulare County on December 26, 2008, as instrument no. 2008-0086532, and that certain UCC-1 Financing Statement recorded 8 with the California Secretary of State on December 23, 2008, as filing no. 087182528667 and (2) be free and clear of any liens, encumbrances, or security interests asserted by or on behalf 10 of PACA Trust and/or Trustee, including but not limited to, any claims asserted in the Action 11 and that certain Notice of Pending Action filed in the Official Records of Tulare County as 12 instrument no. 2009-0077202.

1.7 The sale of the Receivership Estate closed August 5, 2011.

Accordingly, the need for a Receiver in this action no longer exists, and an Order discharging 15 the Receiver is appropriate.

1.8. As set forth above, the Final Report & Accounting is accepted by the Parties herein. Furthermore, the fees and expenses set forth in the Final Report & 18 Accounting incurred by the Receiver and the Receivership Estate, as well as the personal 19 advances by the Receiver, are to be paid from the proceeds from the sale of the Receivership 20 Estate, as provided in the Order (1) Authorizing Receiver to Sell Property; (2) Approving 21 Agreement With Proposed Buyer; and (3) Approving Overbid Procedures, filed herein by the 22 Court on July 14, 2011, or as the Court may direct the Parties.

1.9 Accordingly, and pursuant to L.R. 232, the Parties hereto desire by this Stipulation to dispose of all issues pertaining to the Receiver and Receivership Estate so that 25 the Receiver can be discharged.

II

STIPULATION

Based on the foregoing facts, each of which is true and correct, the Parties 4 hereto stipulate, agree, and hereby request that the Court enter an Order as follows: 5

2.1 The Final Report & Accounting is accepted and approved as a final 6 accounting of the Receivership Estate and any requirement that the Receiver file or notice for 7 hearing any further reports of administration and/or further accounting in this action, prior to 8 discharge from his office, be and hereby is waived. 9

2.2 The financial information provided in the Receiver's Final Report & Accounting is deemed sufficient with regard to the Receiver's obligation to provide financial 11 information to Plaintiffs, Defendants or the Parties to the Action concerning the filing of tax 12 returns or other governmental reports. 13

2.3 The Law Firm of Powell & Pool is allowed its reasonable fees and 14 reimbursable costs as set forth in the Final Report & Accounting, for legal services incurred 15 and estimated to Receiver and the Receivership Estate in the amount of $35,000.00, and that 16 VAN CUREN be authorized for payment from funds on hand in the Receivership Estate, or 17 as ordered to be advanced by the Parties;

2.4 VAN CUREN is allowed all Receiver's fees and expenses incurred in 19 the amount of $39,531.41, for winding up and closing of the Receivership Estate, as set forth 20 in the Final Report & Accounting, and that such amount be deemed reasonable and 21 authorized for payment from funds on hand in the Receivership Estate, or as ordered 22 advanced by the Parties;

2.5 VAN CUREN is allowed all Receiver's personal advances in the 24 amount of $16,016.41, for necessary expenses of the Receivership Estate, as set forth in 25 exhibit A to the Final Report & Accounting, and that such amount be deemed reasonable and 26 authorized for payment from funds on hand in the Receivership Estate, or as ordered 27 advanced by the Parties;

2.6 VAN CUREN shall remit all checks or other negotiable instruments in his possession derived from the TowerCo Lease to Land Bank, and Land Bank shall be 3 authorized to negotiate same, obtain re-issuance of any such checks to negotiate, and/or take 4 any other steps necessary to obtain the lease proceeds derived from the Property prior to August 5, 2011. TowerCo is authorized to re-issue any checks for any lease proceeds 6 derived from the Property, prior to August 5, 2011, directly to the Land Bank.

2.7 Any funds that remain in or subsequently received by the Receivership Estate, after payment of advances, fees and costs as herein approved, are authorized to be 9 disbursed to Land Bank, to be held until further Order of the Court or agreement between the 10 PACA Trust and Land Bank; 11

2.8 VAN CUREN, having fully and faithfully discharged his duties to the Court and to the Parties, be and hereby is discharged, the receivership terminated and the 13 Receiver's Bond No. MS2515738 in the amount of $50,000.00, written by Great American 14 Insurance Company, as surety, be exonerated, and the surety released from liability thereon; 15

2.9 Effective upon discharge, VAN CUREN shall have no liability as Receiver or personally to any Parties to this action, or to third parties on account of his 17 actions in this case, and as such, all claims arising therefrom and/or against the Receiver and 18 the Receivership Estate are forever barred;

2.10 That the Receiver be entitled to such other relief from the Court as is just and proper; and

2.11 This Stipulation may be executed in counterparts.

SO STIPULATED AND AGREED.

III

ORDER

The foregoing Stipulation having come before the Court, and good cause appearing therefore, according to the Stipulation of the Parties,

IT IS SO ORDERED.

OLIVER W. WANGER

EXHIBIT A

DON J. POOL 166468 THE LAW FIRM OF POWELL & POOL 2 7522 North Colonial Avenue, Suite 100 Fresno, California 93711 3 Telephone: (559) 228-8034 Facsimile: (559) 228-6818 4 dpool@powellandpool.com 5 Attorneys for JOHN VAN CUREN, Court-Appointed Receiver

IN THE UNITED STATES DISTRICT COURT EASTERN DISTRICT OF CALIFORNIA

ONIONS, ETC., INC. and DUDA FARM FRESH FOODS, INC., Plaintiffs, v. Z&S FRESH, INC. fdba Z&S DISTRIBUTING CO., INC., MARTIN J. ZANINOVICH, LOREN SCHOENBURG, and MARGARET aka MARGE SCHOENBURG, Defendants.

Case No. 1:09-cv-00906-OWW-MJS

VERIFIED FINAL REPORT OF ADMINISTRATION AND ACCOUNTING BY RECEIVER

JOHN VAN CUREN, the duly Court-Appointed Receiver herein ("VAN CUREN" or "Receiver"), hereby submits his Final Report of Administration and Accounting 3 by Receiver ("Final Report & Accounting") for the period of March 14, 2011 through August 5, 2011. The Final Report & Accounting has been prepared by VAN CUREN and is made 5 pursuant to the Stipulation and Order for Appointment of Receiver for Limited Purpose of 6 this Court made and entered on March 14, 2011.

Dated: August 9, 2011 THE LAW FIRM OF POWELL & POOL / S / Don J. Pool DON J. POOL, Attorneys for Receiver, JOHN VAN CUREN

DECLARATION OF RECEIVER JOHN VAN CUREN

I, JOHN VAN CUREN, declare as follows:

1. I am the duly Court-Appointed, qualified and acting Receiver in the 5 above-entitled case, with a mailing address of 4539 N. Brawley, Suite 105, Fresno, California 93722.

2. The foregoing Final Report & Accounting contains a full statement of 8 all charges incurred by me, as Receiver herein, and all credits to which I am entitled on 9 account of the Receivership Estate for the period provided in said account. I am the person 10 who performed the services and/or incurred the advances, fees and expenses set forth herein.

The Services and/or fees and expenses incurred were reasonable and necessary for the proper 12 administration of the Receivership Estate.

3. I am competent to make this declaration and have read the foregoing Final Report & Accounting and know the contents thereof.

I declare under penalty of perjury of the laws of the United States of America 16 that the foregoing is true and correct and that this declaration was executed on this 9th day of 17 August 2011, at Fresno, California. 18

/ S / John Van Curen JOHN VAN CUREN

EXHIBIT A

Receivership Estate o f ZM Fresh Special T's

March 14, 2011

August 5, 2011

Advances by Old West Ranch Coompany

3/14/2011 Walter R. Reinhardt Insurance Agy Receiver's Bond 500.00 4/8/2011 AmeriGuard Security Services On Site Security (3/17 - 3/31) 4,987.60 4/21/2011 DiBuduo & DeFendis Down Payment on General Liab 1,629.59 4/27/2011 AmeriGuard Security Services On Site Security (4/1 - 4/15/2011) 4,044.00 5/3/2011 First Insurance Funding Corp. General Liability - 1st Instalment 358.16 5/26/2011 AmeriGuard Security Services On Site Security (5/1 - 5/15/2011) 4,044.00 6/6/2011 Wells Fargo Bank, Master Card A/C Checks Ordered for Account 23.90 6/6/2011 Wells Fargo Bank, Master Card A/C UCC Filing Search 59.00 6/6/2011 Wells Fargo Bank, Master Card A/C UCC Filing Search 12.00 6/20/2011 First Insurance Funding Corp. General Liability - 2nd Instalment 358.16 16,016.41

EXHIBIT B

. August 5, 2011

Receivership Estate of ZM Fresh Special T's

March 14, 2011

Balance Forward at 3/14/2011 $0.00

Receipts

Date Num Name Memo Amount

05/10/2011 FLBA Advance 3,308.60 05/26/2011 FLBA. Advance 2,201.08 05/26/2011 PACA Trust Advance 2,201.08 06/28/2011 FLBA Advance 2,403.32 06/28/2011 PACA Trust Advance 3,308.60 07/18/2011 FLBA Advance 2,647.90 07/22/2011 FLBA Advance 2,218.13 07/22/2011 JBT FoodTech Other Income 6,504.72 07/25/2011 PACA Trust Advance 5,051.22 08/05/2011 Chicago Title Company Escrow Proceeds 3,521,646.30

Total Receipts $3,551,490.95

Disbursements

Date Num Name Memo Amount

05/27/2011 AmeriGuard Security Services On Site Security (4/16 - 4/30) 4,044.00 05/27/2011 California Controlled Atmosphere Environmental Health Inspection 84.65 06/03/2011 Cliff Sadoian & Associates Consulting & Equipment Inventory 2,962.50 06/06/2011 BUGS 9-1-1 Removal of Bees from adjacent farm property 225.00 07/05/2011 AmeriGuard Security Services On Site Security (5/16 - 5/31/2011) 4,448.48 07/18/2011 California Controlled Atmosphere Environmental Health Inspection 169.30 07/19/2011 First Insurance Funding Liability Insurance - 3rd Instalment 358.16 07/20/2011 Tulare County Environmental Health Yearly Environmental Permit 670.00 07/22/2011 Cliff Sadioin & Associates Consulting on Facility Main Issues 412.50 07/22/2011 AmeriGuard Security Services On Site Securitty (6/1 - 6/15) 4,044.00 07/27/2011 AmeriGuard Security Services On Site Security (6/16 - 6/30) 3,993.45 07/27/2011 P G & E Service 4/12 - 5/26 2,011.58 07/27/2011 California Controlled Atmosphere Environmental Health Inspection 84.65 07/29/2011 AmeriGuard Security Services On Site Security (7/1 - 7/15) 4,178.88 07/31/2011 Cliff Sadoian & Associates Consulting & Facility Issues 806.25 07/31/2011 Cal CA Environmental Health Inspection 84.65 08/02/2011 Cal CA Environmental Health Inspection 84.65

$28,662.70

Reconciled Balance at 8/5/2011 $3,522,828.25

EXHIBIT C

John Van Curen, Asset Receiver 4539 N. Brawley Avenue, Suite 105 Fresno, CA 93722 submitted to: rship Estate of ZM Fresh Brawley Avenue #105

A 93722

t 05, 2011

Professional Services

Hrs/Rate Amount

1 JVC General Administration 1.70 331.50

Review various communications from parties regarding the 195.00/hr appointment of receiver. Read Stipulation and Order for Appointment of Receiver. Read Critchley offer and revision to offer. Read Hackett offer. Consideration of employing an attorney to represent the receiver; Telephone conference office of Don Pool, Pool and Powell, regarding possible representation.

Administration

JVC General Administration 0.40 78.00

Telephone conference various attorneys representing parties regarding 195.00/hr the receivership and the sale of the property comprising the receivership estate. Schedule inspection of property.

Administration

1 JVC General Administration 2.50 487.50

Meet with various parties in interest at the Z&S facility; inspect 195.00/hr premises.

Administration

JVC General Administration 0.20 39.00

Telephone conference Eric AmeriGuard Security, regarding 195.00/hr continuation of security at Z &S facility.

Administration

1 JVC General Administration 0.30 58.50

Contact Fowler Packing Company regarding facility. 195.00/hr Administration JVC General Administration 3.60 507.00

Read Order; consideration of authorities and responsibilities granted by 140.83/hr Order. Consider courses of actions to fulfill instructions of the Order.

Review method of financing receivership operations contained in the 559-275-9482

Exhibit C

Hrs/Rate Amount

Order. Telephone conference Don J. Pool, Esq, regarding representation. Review Court Docket with regard to to pertinent information.

Administration

1 JVC General Administration 0.50 97.50

Telephone conference Eric, AmeriGuard Security regarding 195.00/hr establishing account for receiver and continuation of security at facility. Administration

1 AEH General Administration 0.40 34.00

Draft letter to AmeriGuard Security concerning authorized persons. 85.00/hr Administration

JVC General Administration 0.20 39.00

Telephone conference Eric Flores, AmeriGuard Security, regarding 195.00/hr contract for services at facility.

Administration

JVC General Administration 0.30 58.50

Telephone conference Aron Margosian regarding showing the facility to 195.00/hr a prospective buyer.

Administration

JVC General Administration 0.50 97.50

Two telephone conferences with Mike Schuil, Schuil and Associates 195.00/hr regarding marketing the facility.

Administration

JVC General Administration 0.20 39.00

Second Telephone conference Aron Margosian regarding showing the 195.00/hr plant by Margosian to a prospective buyer.

Administration

JVC General Administration 3.50 682.50

Telephone conference Eric Flores regarding security at facility, 195.00/hr including increasing coverage. Inspect facility regarding security arrangements. Notify local fire department of intention to change locks at main gates and buildings at the facility. Multiple Telephone conferences Anne Honeycutt regarding contact with AmeriGuard and implementation of additional security.

Administration

JVC General Administration 0.30 58.50

Telephone conference Anne Honeycutt regarding contract for 195.00/hr additional security with AmeriGuard; Telephone conference Eric Flores, AmeriGuard, regarding same.

Administration

Review marketing material provided by Pearson Realty (0.2). 195.00/hr Telephone conference Frank Rodriguez, President, Style Line Construction, Inc., regarding roof leaks at the Facility (0.1). Telephone conference Dan Kervorkian, Pearson Realty (0.1). Draft memo regarding outstanding issues and with regard to clarification of receivership duties under the Court Order. (2.10)

Administration

JVC General Administration 0.20 39.00

Telephone conference Frank Rodriguez, Style Line Construction, 195.00/hr regarding appointment for inspection of Facility roof and providing an estimate of the of repair.

Administration

JVC General Administration 0.30 58.50

Telephone conference Jan Perkins, Perkins Mann & Everett, counsel 195.00/hr for the PACA Trust, regarding operational expenses of the receivership and the responsibility for payment of same.

Administration

JVC General Administration 0.20 39.00

Telephone conference Ralph Hackett, prospective Facility buyer. 195.00/hr Administration

JVC General Administration 0.40 78.00

Telephone conference Jim Critchley (2X) regarding interest in 195.00/hr purchasing Facility.

Administration

JVC General Administration 0.60 117.00

Consideration of course of action with regard to to administering and 195.00/hr preserving the Estate in its present condition and with regard to selling the Facility.

Administration

1 AEH General Administration 0.30 25.50

Revise security instructions to AmeriGuard Security for period after 85.00/hr 3/25/2011. Forward to AmeriGuard office via fax.

Administration

AEH General Administration 0.20 17.00

Contact Style Line Construction regarding meeting with John at facility 85.00/hr in Dinuba. Advise John that representative from Style Line will meet him at facility no later than 2 p.m.

Administration

JVC General Administration 3.40 663.00

Meet Jim and Scott Critchley at the F & S Packing facility, inspect 195.00/hr facility (2.4). Meet Mario, Style-Line Construction; inspect facility for roof leaks(0.6). Change locks on perimeter gates; Conference security guard regarding change(0.4).

Administration

1 JVC General Administration 0.20 NO CHARGE

Telephone conference (2X) Anne Honeycutt regarding changing guard 195.00/hr schedule and reduce number of guard shifts.

Administration

JVC General Administration 0.10 19.50

Telephone conference Frank Rodriguez Style Line Construction 195.00/hr Company, regarding Facility roof repair.

Administration

JVC General Administration 0.10 19.50

Telephone conference Jim Critchley regarding inspection of Facility. 195.00/hr Administration

1 JVC General Administration 0.50 97.50

Review of possible actions necessary to preserve the Facility in its 195.00/hr present physical "as is" condition pending sale, and identification of authorization to incur and pay related expenses and identification of sources of funding. Correspondence Mandy Jeffcoach, counsel for Trustee regarding meeting to discuss matter.

Administration

1 JVC General Administration 0.20 39.00

Telephone conference Mike and Rick Schuil regarding marketing of 195.00/hr Facility.

Administration

JVC General Administration 0.30 58.50

Telephone conference Dan Kevorkian, Pearson Realty, regarding 195.00/hr marketing of Facility.

Administration

JVC General Administration 0.20 39.00

Telephone conference Jake Burns, Trinity Fruit Sales, regarding 195.00/hr interest in purchasing label printers at Facility.

Administration

JVC General Administration 0.60 117.00

Telephone conference Mandy Jeffcoach, McCormick Barstow LLP, 195.00/hr regarding clarification of agreement between parties as to funding receivership property protection expenses, plan for sale of Facility and other issues. Correspondence to Mandy Jeffcoach regarding same.

Administration

1 JVC General Administration 0.50 97.50

Read correspondence from Mike Schuil, Schuil and Associates, 195.00/hr regarding ammonia monitoring requirements. Telephone conference Rick and Mike Schuil, Schuil and Associates, regarding marketing Facility.

Administration

JVC General Administration 0.50 97.50

Telephone conference Gordon Brandt, California Controlled 195.00/hr Atmosphere, regarding monitoring of ammonia compressors, the condition of the compressors and the condition of other components of the Facility.

Administration

JVC General Administration 0.40 78.00

Two telephone conferences with Ralph Hackett regarding interest in 195.00/hr purchasing Facility; discussion of possible terms of sale.

Administration

JVC General Administration 0.30 39.00

Review and revise memo regarding clarification of Order; Telephone 130.00/hr calls to Mandy Jeffcoach regarding same, not available, left message.

Administration

JVC General Administration 0.10 NO CHARGE

Telephone call to Rob Hackler, Fresno-Madera Farm Credit, not 195.00/hr available, left message.

Administration

1 JVC General Administration 0.40 78.00

Telephone conference Dan Kevorkian and Martin Hosvepian, Pearson 195.00/hr Realty, regarding offer on Facility.

Administration

JVC General Administration 0.20 39.00

Telephone conference Frank Roriguez, Style Line Construction, 195.00/hr regarding proposal for repairs of Facility roof.

Administration

1 JVC General Administration 1.00 195.00

Review and make suggested revisions to Mandy Jeffcoach draft letter 195.00/hr to Parties regarding the understanding concerning the Receiver's responsibilities and duties under the Order; Correspondence Mandy Jeffcoach regarding same.

Administration

1 JVC General Administration 0.10 NO CHARGE

Telephone conference Dan Kevorkian, Pearson Realty, regarding 195.00/hr possession of facility prior to closing; not available, left message.

Administration

JVC General Administration 0.30 58.50

Correspondence to parties regarding proposal for repair of Facility roof. 195.00/hr Administration

JVC General Administration 0.30 58.50

Read Mandy Jeffcoach's letter regarding operation of the receivership 195.00/hr and responsibilities for payment of receivership obligations.

Correspondence to Don Pool regarding same.

Administration

JVC General Administration 0.30 58.50

Attention to and consideration of Scott Ivy response to Mandy 195.00/hr Jeffcoach letter regarding receivership, Correspondence Don Pool, Powell and Pool, regarding same.

Administration

1 JVC General Administration 0.60 117.00

Telephone conference Cliff Sadoian regarding Facility. 195.00/hr Administration

JVC General Administration 0.30 58.50

Telephone conference Ralph Hackett regarding interest in purchase of 195.00/hr Facility.

Administration

JVC General Administration 0.20 39.00

Telephone conference Scott Ivy, counsel to Fresno-Madera Farm 195.00/hr Credit, regarding funding of expenses by Parties required to preserve and protect the receivership estate; regarding marketing plan for sale of the Facility.

Administration

JVC General Administration 0.20 39.00

Telephone conference Jan Perkins, Perkins Mann & Everett, counsel 195.00/hr to PACA Trust regarding funding of receivership and marketing plan for the Facility.

Administration

JVC General Administration 0.10 NO CHARGE

Office conference Gary Honeycutt regarding present situation 195.00/hr regarding prospective sales and regarding maintenance and security of the property.

1 JVC General Administration 0.40 78.00

Consideration of offer to purchase Facility submitted by Ralph Hackett; 195.00/hr Correspondence Ralph Hackett regarding same.

Administration

1 JVC General Administration 1.80 351.00

Begin draft of counter offer to Ralph Hackett offer to purchase Facility. 195.00/hr Begin draft of term sheet with regard to to overbid process.

Administration

JVC General Administration 0.30 58.50

Telephone conference Aron Margosian regarding showing plant to a 195.00/hr prospective buyer.

Administration

JVC General Administration 2.00 390.00

Consideration of terms of counter offer to Ralph Hackett offer, Review 195.00/hr and revise terms of counter offer and terms of draft overbid procedure (0.5). Prepare draft budget, March through May for Facility preservation and protection (1.1). Telephone conference George Brandt, Cal CA, regarding monitoring of ammonia in compressors (0.2). Telephone conference J. R., Fence Master, regarding repairing opening in fence (0.2).

Administration

1 AEH General Administration 0.20 17.00

Contact Bankruptcy Unit of P G & E regarding serial number for pump 85.00/hr at packing facility. Requested information on serial number, waiting for reply Administration

AEH General Administration 0.30 25.50

Telephone conference Richard Antenucci, DiBuduo & DeFendis 85.00/hr Insurance regarding quote for insurance coverage for packing faicility.

Refer iniformation to John.

Administration

JVC General Administration 3.60 702.00

Meeting with Cliff Sadoian; inspect Facility with Sadoian. 195.00/hr Administration

1 AEH General Administration 0.30 25.50

Contact Barbara Green at P G & E regarding no answer to inquiry of 85.00/hr 4/5/2011 on meter number at Z & S. Redirect email of 4/5/2011 to new website address.

Administration

AEH General Administration 1.30 110.50

Contact UCC Connect and search for UCC filings in the names of the 85.00/hr defendants shown on Order Appointing Receiver. Download scan and file in Paperport files.

Administration

1 JVC General Administration 0.20 39.00

Review and revise pleadings regarding appointment of legal counsel; 195.00/hr correspondence Don Pool regarding same.

Administration

JVC General Administration 0.40 NO CHARGE

Review correspondence from Pacific Gas and Electric regarding 195.00/hr regarding-establishing electrical service at the Facility.

Correspondence Anne Honeycutt regarding regarding-establishing electrical service.

Administration

JVC General Administration 0.60 117.00

Attention to various matter concerning the receivership, including 195.00/hr funding issues, property sales procedures, employment of counsel and other issues.

Administration

JVC General Administration 0.30 58.50

Review correspondence from Terry Long, Trustee for PACA Trust, 195.00/hr regarding uncashed checks payable to ZM Fresh in his possession.

Consideration of how checks could be negotiated by the receivership estate.

Administration

JVC General Administration 0.50 97.50

Various telephone conferences with Jim Critchley, prospective 195.00/hr purchaser of Facility and Dan Kevorkian, Pearson Realty, regarding a possible offer from Critchley.

Administration

JVC General Administration 0.70 136.50

Telephone conference Terry Long, PACA Trustee, regarding uncashed 195.00/hr checks in his possession payable to ZM Fresh, and discussion of possible other methods of funding the receivership.

Administration

1 JVC General Administration 2.10 409.50

Consideration and formulation of terms of offer to purchase Facility, 195.00/hr including over bid procedures. Construct probable time line to close sale. Consideration of Critchley request to lease the Facility prior to close of escrow.

1 AEH General Administration 0.30 25.50

Contact P G & E regarding power at facility. Request rate and demand 85.00/hr charge iniformation.

Administration

JVC General Administration 0.20 39.00

Office conference Anne Honeycutt regarding insurance coverage and 195.00/hr placement for public liability and property damage and cost of same.

Administration

JVC General Administration 0.10 19.50

Telephone conference Scott Critchley, prospective buyer, regarding 195.00/hr meeting concerning offer on Facility.

Administration

JVC General Administration 1.00 195.00

Review and sign documents required for the appointment of Don Pool, 195.00/hr Powell and Pool, as counsel to Receiver. Conference Don Pool regarding issues concerning preservation and sale of the Facility.

Administration

JVC General Administration 1.20 234.00

Review Hackett offer. Draft a counter offer. Correspondence to 195.00/hr Hackett regarding general outline of a counter offer.

Administration

1 AEH General Administration 0.50 42.50

Receive email from P G & E referring our office to customer care 85.00/hr department for reinstating service at Z & S Plant. Spoke to commercial department, referred me to agricultural department. Agricultural department indicated that they would need to send out service rep. to assess pumps relating to account, and would have do a manual calculation to come up with a deposit since account has been turned off for quite some time and due to fact that we are only asking for minimal service.

Administration

JVC General Administration 1.40 273.00

Review telephone message from Rick Schuil, Schuill & Associates, 195.00/hr regarding showing the Facility to a prospective buyer today; Telephone conference Cliff Sadoian, Cliff Sadoian & Associates, regarding arranging to show the Facility. Telephone conference Eric Flores, AmeriGuard Security Services, regarding authorization for Cliff Sadoian to access and show Facility to prospective buyers; letter to Ameriguard, authorizing certain individuals access to the Facility without further permission from the Receiver.

1 JVC General Administration 0.50 97.50

Research Pacific Gas and Electric procedures with regard to 195.00/hr regarding-establishing limited electric service at the Facility in the name of the Receiver.

Administration

JVC General Administration 0.20 39.00

Correspondence Don Pool regarding Hackett offer. 195.00/hr Administration

AEH General Administration 0.80 68.00

Telephone conference Vicki, Supervisor with P G & E regarding 85.00/hr reinstatement of service at ZM plant.

Administration

JVC General Administration 0.20 39.00

Telephone conference Eric Flores, AmeriGuard Security Services, 195.00/hr regarding access to plant by Rick Schuil, Schuil & Associates and client. Telephone conference Cliff Sadoian regarding same.

Administration

JVC General Administration 0.20 NO CHARGE

Arrange for turning on power at Facility; Office conference Anne 195.00/hr Honeycutt regarding same.

Administration

JVC General Administration 1.40 273.00

Prepare for meeting with Jim and Scott Chrtichley, Review original 195.00/hr Chritchley offer to purchase. Meet with Chritchleys regarding purchase of Facility Administration

JVC General Administration 0.20 39.00

Telephone conference Cliff Sadoian regarding meeting Pacific Gas and 195.00/hr Electric service man to turn on power at Facility.

Administration

JVC General Administration 1.90 370.50

Further Consideration of Chritchley proposal to purchase Facility. 195.00/hr Consideration of response to offer and how offer would presented to Court and Parties.

Administration

1 JVC General Administration 1.40 273.00

Meet with Cliff Sadoian regarding yesterday's showing of Facility by 195.00/hr Schuil and regarding monitoring of Facility as electricity is turned on.

Deliver keys to Sadoian for the Facility. Discuss conducting inventory with Sadoian.

1 JVC General Administration 0.10 19.50

Review correspondence from Rick Schuil, Schuill & Associates, 195.00/hr regarding a client who may be interested in purchasing the Facility; regarding a preliminary title report for the property; respond.

Administration

JVC General Administration 2.30 448.50

Draft memo to Don Pool regarding immediate issues concerning the 195.00/hr receivership.

Administration

JVC General Administration 0.40 78.00

Telephone conference Cliff Sadoian regarding turning on electricity at 195.00/hr Facility and monitoring same for problems when power turned on. regarding completion of inventory.

Administration

1 JVC General Administration 0.30 58.50

Review Jan Perkins, Perkins Mann & Everett, attorneys for PACA Trust 195.00/hr correspondence regarding agreement among the parties as to the conduct of the receivership concerning protection and maintenance of the Facility and the effort to sell the Facility to one of the two original offers to purchase the Facility. Correspondence Don Pool regarding same.

Administration

JVC General Administration 2.10 409.50

Draft correspondence to parties regarding progress of sales effort and 195.00/hr the present status of the receivership; and regarding concerns about funding, insurance coverage and other issues. Review and revise draft budget regarding estimated costs through May.

Administration

AEH General Administration 0.30 25.50

Draft letter to TowerCo regarding rent. 85.00/hr Administration

AEH General Administration 0.30 25.50

Draft transmittal letter to P G & E 85.00/hr Administration

1 JVC General Administration 1.00 195.00

Read and respond to various correspondence from Don Pool. Review 195.00/hr PACER for documents responsive to a portion of Pool's requests.

1 JVC General Administration 0.10 19.50

Telephone conference Jayson Horton, AmeriGuard Security Services, 195.00/hr regarding forwarding incident reports to me.

Administration

1 JVC General Administration 1.40 273.00

Review status of various issues and possible strategies to resolve, 195.00/hr including: prospective sale to Critchley or Hackett; resolution of apparent disagreements between Fresno-Madera Farm Credit and PACA Trust as to the duties and responsibilities of the Receiver are with regard to to the sale of the Facility if a sale to Chritchley or Hackett fails to materialize; and how the receivership is to be funded, including necessary changes to Order for that purpose Administration

1 AEH General Administration 0.30 25.50

Contact M. Kathleen Klein, CPA and request that new Tax ID # be 85.00/hr obtained. Contact Beth Mellen-Stoor at B of A and request that a signature card be provided for the opening of a new account for the Receivership.

Administration

AEH General Administration 0.30 25.50

Forward inquiry to Richard Antenucci regarding quotes on liability 85.00/hr coverage received on Z & S Fresh in Dinuba. Request for any updated quotes received and payment plans available.

Administration

JVC General Administration 0.20 39.00

Read Scott Ivy response to Receiver correspondence regarding 195.00/hr various issues, including sale of Facility, payment of preservation and protections expenses, insurance. Correspondence Don Pool regarding same.

Administration

JVC General Administration 0.20 39.00

Correspondence Don Pool regarding various issues regarding 195.00/hr receivership; Read and respond to Don Pool response Administration

JVC General Administration 0.20 39.00

Read Jan Perkins' correspondence in response to previous 195.00/hr correspondence from Receiver regarding various issue concerning the receivership. Correspondence Don Pool regarding same.

1 JVC General Administration 0.30 58.50

Telephone conference Cliff Sadoian regarding inventory and regarding 195.00/hr present time schedules of security guards.

Administration

JVC General Administration 0.20 39.00

Telephone conference Eric Flores, AmeriGuard Security Services, 195.00/hr regarding guard schedules.

Administration

JVC General Administration 0.20 39.00

Telephone conference Ralph Hackett regarding offer to purchase 195.00/hr property.

Administration

1 JVC General Administration 0.20 39.00

Review correspondence from various parties regarding resolution of of 195.00/hr issues. Correspondence Don Pool regarding same.

Administration

1 AEH General Administration 0.30 25.50

Revise letter to TowerCo regarding rental payments. 85.00/hr Administration

AEH General Administration 0.30 25.50

Contact Richard Antenucci at DiBuduo & DeFendis regarding quote 85.00/hr received for liability coverage and instruct Richard to bind coverage.

Administration

JVC General Administration 0.20 39.00

Office conference Anne Honeycutt regarding binding lieability 195.00/hr insurance for the receivership.

Administration

JVC General Administration 1.50 292.50

Prepare for meeting and meet with Don Pool,Powell and Pool, with 195.00/hr regard to to resolution of apparent misunderstanding as to the Court's instructions as to instructions to sell the property and instructions with regard to to protection of the property and the preservation of it in its present condition.

Administration

1 JVC General Administration 1.50 292.50

Conference Cliff Sadoian regarding inventory of facility and equipment, 195.00/hr inspection of Facility.

Administration

1 JVC General Administration 0.60 117.00

Review of correspondence from Jan Perkins, Perkins Mann & Everett, 195.00/hr counsel for Trust, and Scott Ivy, Lang, Richert & Patch, counsel for Fresno-Madera Farm Credit, consider receivership's position regarding and response to same.

Administration

1 AEH General Administration 0.30 25.50

Review signature card for new checking account received from B of A. 85.00/hr Forward signed card to Shannon Taggart at B of A.

Administration

JVC General Administration 0.60 117.00

Correspondence to various realty firms soliciting information and 195.00/hr marketing plans for the listing of the Facility; courtesy copy to interested parties.

Administration

JVC General Administration 1.80 351.00

Review various correspondence to and from the Parties with regard to 195.00/hr the scope of the Receiver's duties under the Order; prepare memo summarizing the issues and consider responses to same.

Administration

JVC General Administration 0.20 39.00

Telephone conference Ralph Hackett regarding offer to purchase 195.00/hr Facility.

Administration

JVC General Administration 0.10 19.50

Correspondence to Scott Critchley regarding purchase of Facility. 195.00/hr Administration

JVC General Administration 0.30 58.50

Telephone conference Ralph Hackett regarding purchase of Facility. 195.00/hr Administration

JVC General Administration 0.20 39.00

Telephone conference Scott Critchley regarding purchase of Facility. 195.00/hr Administration

JVC General Administration 0.80 156.00

Review correspondence from Don Pool regarding issues concerning 195.00/hr the receivership; memo in response.

Administration

JVC General Administration 0.40 NO CHARGE

Review and adjust time billings through March. 195.00/hr Administration

1 JVC General Administration 0.80 156.00

Telephone conference Don Pool regarding various issues regarding 195.00/hr the receivership, including funding the receivership and sale of the

Facility.

Administration

1 JVC General Administration 0.70 136.50

Draft memo in response to latest Critchley offer regarding terms of sale 195.00/hr that would be acceptable concerning the Facility.

Administration

AEH General Administration 0.30 25.50

Draft email to Richard Antenucci, Dibuo & DeFendis Ins. regarding 85.00/hr quote for property coverage at Dinuba Plant.

Administration

1 JVC General Administration 0.60 117.00

Review sale file. Correspondence to Scott Critchley regarding 195.00/hr agreement to purchase Facility.

Administration

JVC General Administration 0.40 78.00

Consideration of amount of insurance coverage and determination of 195.00/hr what is being insured, including buildings and equipment. Office conference Anne Honeycutt regarding same.

Administration

JVC General Administration 0.20 39.00

Telephone conference Scott Critchley regarding purchase of Facility. 195.00/hr Administration

AEH General Administration 0.30 25.50

Review appraisal and provide information to Richard Antenucci for 85.00/hr quote on property insurance.

Administration

JVC General Administration 0.70 136.50

Conference Rick and Mike Schuil, Schuil and Associates, regarding 195.00/hr listing of the Facility for sale.

Administration

1 JVC General Administration 0.20 39.00

Respond to inquiries by Scott Ivy regarding sales effort, status of 195.00/hr necessary repairs and maintenance and the hiring of a real estate broker if current negotiations with original offers fails.

Administration

JVC General Administration 3.70 526.50

Draft proposed letter of intent regarding purchase of facility by Scott 142.30/hr Critchley.

1 JVC General Administration 0.50 97.50

Review and make revisions to draft letter of intent provided by Don 195.00/hr Pool regarding proposed Critchley purchase of Facility and the terms of the purchase. Finalize letter and forward to Scott Critchley.

Administration

JVC General Administration 0.70 136.50

Review written inventory and pictures of same, prepared by Cliff 195.00/hr Sadoian.

Administration

JVC General Administration 0.50 97.50

Read and draft an initial response to correspondence from Don Pool 195.00/hr regarding application to Court for authority to issue Receiver Certificates to fund receivership; and authority to negotiate rental checks from the Cell Tower Company. Review application and review draft John Van Curen declaration in support of application.

Administration

1 JVC General Administration 0.30 58.50

Correspondence to Don Pool regarding Application and John Van 195.00/hr Curen declaration regarding funding through use of Receiver Certificates and cashing rental checks arising from use of the Property. Administration

JVC General Administration 0.20 39.00

Correspondence Don Pool regarding John Van Curen declaration in 195.00/hr support of application for order shortening time regarding hearing to issue Receiver Certificates and to negotiates checks related to the Facility.

Administration

1 JVC General Administration 0.10 19.50

Read and respond to Scott Critchley correspondence regarding 195.00/hr proposed sale of Facility.

Administration

JVC General Administration 0.10 19.50

Telephone conference Scott Critchley regarding offer to purchase 195.00/hr Facility.

Administration

1 AEH General Administration 0.40 34.00

Telephone conference Richard Antenucci, DiBuduo & DeFendis, 85.00/hr regarrding additional quotes on insurance on Z & S Facility. Compose email and detaill quote received and additional quotes received by Richard as indicated in our conversation.

1 AEH General Administration 0.20 17.00

Receive check from FLBA on 5/6/2011. Forward to Don Pool for review. 85.00/hr Administration

JVC General Administration 1.70 331.50

Prepare for and attend meeting with Don Pool and Scott Critchley 195.00/hr regarding proposed purchase and sale of Facility.

Administration

1 JVC General Administration 0.20 39.00

Update master file regarding potential sale to Scott Critchley. 195.00/hr Administration

1 JVC General Administration 0.10 19.50

Review Don Pool correspondence with parties regarding Scott 195.00/hr Critchley letter of intent to purchase Facility.

Administration

JVC General Administration 4.30 838.50

Attention to preparation of draft inventory and report. 195.00/hr Administration

1 JVC General Administration 1.30 253.50

Draft first report and inventory. Transmit drafts to Don Pool. 195.00/hr Administration

JVC General Administration 0.20 39.00

Correspondence Scott Critchley regarding inventory of Facility, and a 195.00/hr disclaimer as to what is part of the receivership estate, and, therefore, for sale.

Administration

AEH General Administration 0.50 42.50

Set up company in QuickBooks. Enter advance received from FLCA. 85.00/hr Administration

AEH General Administration 0.30 25.50

Review and scan recent invoice received from AmeriGuard and First 85.00/hr Funding on liablity policy. Forward to John and advise him of date that payment will need to be made.

Administration

JVC General Administration 0.40 78.00

Telephone conference Sue Meyer, Escrow Officer, Chicago Title 195.00/hr Company, regarding sufficiency of authority under Order appointing receiver to sell the Facility.

1 JVC General Administration 0.20 39.00

Review and respond to Scott Critchley correspondence regarding 195.00/hr equipment included in proposed sale of Facility.

Administration

JVC General Administration 0.20 39.00

Conference Scott Critchley regarding equipment inventory at Facility 195.00/hr and scheduling an inspection. Telephone conference Cliff Sadoian regarding same.

Administration

1 JVC General Administration 2.30 448.50

Review Don Pool correspondence to Scott Ivy regarding Scott Critchley 195.00/hr offer to purchase facility. Review Preliminary Title Report provided by Chicago Title Company with regard to to Balknap judgment lien.

Review previous sales by John Van Curen as trustee or receiver; forward sample sales contracts and motions to Don Pool. Review and respond to Scott Critchley correspondence regarding purchase of Facility; Telephone conference Scott Critchley regarding same.

Review PACER; note that a hearing on funding the receivership is scheduled for June 6, 2011. Review correspondence from AmeriGuard Security Services regarding a serious infestation of ants in and around the Facility; correspondence Cliff Sadoian regarding problem. Correspondence Cliff Sadoian regarding Balknap judgment lien on Facility. Correspondence Don Pool regarding Scott Critchley purchase.

Administration

AEH General Administration 4.50 382.50

Work on formatting of Purchase and Sale Agreement for Critchley sale. 85.00/hr Administration

1 JVC General Administration 0.80 156.00

Inspect Facility with Gary Honeycutt. 195.00/hr Administration

1 JVC General Administration 9.20 1,288.00

Draft Purchase and Sale Agreement regarding Scott Critchley 140.00/hr purchase of Facility.

Administration

1 JVC General Administration 3.60 702.00

Review and revise draft Purchase and Sale Agreement for sale of 195.00/hr Facility to Scott Critchley; correspondence Anne Honeycutt and Gary Honeycutt regarding review of same.

Administration

1 JVC General Administration 0.30 58.50

Correspondence Don Pool regarding Scott Critchley offer to purchase 195.00/hr facility. Review and revise draft Purchase and Sale Agreement regarding same.

Administration

1 AEH General Administration 1.50 127.50

Review and proof Purchase and Sale Agreement 85.00/hr Administration

1 JVC General Administration 0.10 19.50

Telephone conference Scott Critchley regarding purchase of Facility. 195.00/hr Administration

JVC General Administration 0.50 97.50

Telephone conference Rob Hackler, Bruce McAbee, Fresno-Madera 195.00/hr Farm Credit, regarding sale of Facility. Review Scott Ivy correspondence to Don Pool regarding same; Office conference Gary Honeycutt regarding same.

Administration

JVC General Administration 0.20 39.00

Further review and revision of of draft Purchase and Sale Agreement 195.00/hr for sale of Facility to Scott Critchley.

Administration

AEH General Administration 0.50 42.50

Review and proof Purchase and Sale Agreement 85.00/hr Administration

1 AEH General Administration 0.80 68.00

Review amd proof Purchase and Sale Agreement 85.00/hr Administration

1 AEH General Administration 0.30 25.50

Review declaration prepared by Don Pool's office. Scan and forward to 85.00/hr Pool's office for filing Administration

JVC General Administration 0.20 39.00

Review John Van Curen declaration in support for Petition to issue 195.00/hr receiver certificates and to negotiate property rental checks; sign and return to Don Pool.

Administration

1 JVC General Administration 1.40 273.00

Review correspondence from Scott Critchley regarding suggested 195.00/hr revisions to Purchase and Sale Agreement. Correspondence to Don Pool with regard to the comments. Correspondence Scott Critchley regarding title report.

1 JVC General Administration 0.80 156.00

Read and respond to correspondence from Troy Ewell with regard to 195.00/hr agreement of sale to Critchley.

Administration

JVC General Administration 0.20 39.00

Review correspondence from Scott Critchley regarding exceptions to 195.00/hr title and obtaining underlying documents for same. Correspondence Sue Meyers regarding obtaining documents. Correspondence Scott Critchley regarding same.

Administration

1 JVC General Administration 0.40 78.00

Telephone conference Troy Ewell, Powell and Pool, regarding Critchley 195.00/hr sale agreement.

Administration

JVC General Administration 0.20 39.00

Telephone conference Scott Critchley regarding purchase of Facility. 195.00/hr Administration

1 JVC General Administration 0.10 19.50

Read and respond to Cliff Sadoian correspondence regarding 195.00/hr woodpecker infestation at Facility. Request information regarding the status of the Tulare County Use Permit for the Facility.

Administration

JVC General Administration 0.40 78.00

Review and revise caretaker budget through July. Review quote for 195.00/hr property damage insurance; Office conference Anne Honeycutt regarding same.

Administration

JVC General Administration 0.50 97.50

Review proposed Receiver's Informational Report of Receivership 195.00/hr Estate and Accounting for March-May 201; Email Correspondence Anne Honeycutt regarding same. Prepare draft revision of Receiver's budget regarding expenses in maintaining the Facility; Office conference Anne Honeycutt regarding obtaining and cost of property damage insurance for the Facility. Prepare narrative description of items in budget.

Administration

AEH General Administration 0.50 42.50

Review declaration and information report received from Don Pool's 85.00/hr office. Review balance sheet, profit and loss at 5/31/2011. Include advances from Old West on Receiver's books for the Receivership..

1 JVC General Administration 0.10 19.50

Read and respond to Cliff Sadoian correspondence regarding Tulare 195.00/hr County use permit for Facility.

Administration

1 JVC General Administration 0.30 58.50

Review status of Scott Critchley sale. Review status of the 195.00/hr maintenance of the Facility's condition. Correspondence Don Pool regarding status of sale.

Administration

AEH General Administration 0.80 68.00

Review UCC filings on UCC Connect website, check for new filings, 85.00/hr amendments, or terminations. Forward to Don Pool Administration

AEH General Administration 0.40 34.00

Review corrections on May billing, finalize and print 85.00/hr Administration

AEH General Administration 0.30 25.50

Finalize Receiver's billing for period 3/14/2011 - 5/31/2011, forward to 85.00/hr Don Pool Administration

JVC General Administration 3.10 604.50

Review and revise draft report and accounting to include through May, 195.00/hr 2011. Review Receiver and counsel fees and include same in accounting. Correspondence to Don Pool and Troy Ewell regarding status of completion of draft sales agreement and possible court hearing date for sale. Read and respond to Don Pool response.

Correspondence Don Pool regarding payment of fees. Review Don Pool response to question as to proceeding with obtaining approval of fees. Correspondence Nanette Azevedo regarding revised accounting and report.

Administration

1 AEH General Administration 0.30 25.50

Review email from Terry Long regarding reimbursement of expenses 85.00/hr not recieved from the Z & S PACA Trust by the Receiver. Forward to Don Pool for reply.

Administration

JVC General Administration 0.40 78.00

Correspondence Don Pool regarding cash flow budget for Facility 195.00/hr through July.

1 JVC General Administration 2.90 565.50

Attendance and testimony at Court hearing regarding approval of 195.00/hr issuance of receivership certificates and the negotiation of checks for cell tower rental. Conference Don Pool regarding status of matter and regarding sale of Facility to Scott Critchley.

Administration

1 JVC General Administration 0.40 78.00

Review revised sale agreement. Correspondence Don Pool regarding 195.00/hr same.

Administration

1 JVC General Administration 0.20 39.00

Telephone conference Cliff Sadoian regarding bird problem at Facility 195.00/hr and regarding location of operating permit for Facility.

Administration

1 JVC General Administration 0.20 39.00

Telephone conference Rob Hackler, Fresno-Madera Farm Credit, 195.00/hr regarding status of sale.

Administration

JVC General Administration 0.30 58.50

Review draft stipulation prepared by Don Pool. Correspondence to 195.00/hr Pool regarding suggested changes. Correspondence to Nannette Azevedo regarding same.

Administration

1 JVC General Administration 0.30 58.50

Review correspondence from Matthew Hoffman, regarding requested 195.00/hr revisions to draft sale agreement. Review agreement with regard to comments.

Administration

JVC General Administration 0.50 97.50

Access PACER: research documentation filed by Fresno-Madera 195.00/hr Farm Credit regarding lien filings related to the Facility, including fixtures and personal property filings.

Administration

JVC General Administration 1.60 312.00

Review comments by Matthew Hoffman, counsel to Scott Critchley, 195.00/hr regarding draft sale contract. Correspondence to Don Pool regarding same. Obtain information requested by Hoffman.

1 AEH General Administration 0.20 17.00

Follow up on email request of 6/6 to Don Pool requesting that he 85.00/hr submit bills from first funds request not received by Terry Long.

Administration

JVC General Administration 0.30 58.50

Review draft stipulation prepared by Don Pool regarding funding of 195.00/hr receivership. Correspondence Don Pool regarding same. Review documentation regarding insurance company quoting on providing property damage coverage for property.

Administration

JVC General Administration 0.10 19.50

Telephone conference Scott Critchley regarding sale agreement. 195.00/hr Administration

1 JVC General Administration 3.20 624.00

Review and revise draft stipulation. Prepare revised budget for 195.00/hr stipulation. Prepare recap of funds advanced personally by Receiver and funds advanced through the receivership account.

Correspondence Don Pool regarding stipulation.

Administration

JVC General Administration 0.30 58.50

Review proposed responses by Don Pool to Matthew Hoffman, with 195.00/hr regard to the draft sale agreement with Scott Critchley.

Administration

1 JVC General Administration 0.30 58.50

Review draft stipulation. Email Correspondence to Don Pool regarding 195.00/hr same.

Administration

JVC General Administration 0.30 58.50

Review correspondence from Don Pool and Matthew Hoffman, 195.00/hr regarding revisions to sale agreement with Scott Critchley.

Consideration of responses to questions, comments and requests.

Memo to Don Pool in response to memo from Matthew Hoffman.

Review Inventory report regarding designation of Primary Personal Property and Secondary Personal Property, as defined in the sale agreement. Telephone conference Cliff Sadoian regarding same and regarding renewing the special use permit for the Facility.

Administration

JVC General Administration 0.40 78.00

Review correspondence from Cliff Sadoian regarding renewal of Tulare 195.00/hr County Special Use Permit. Review application forms for renewal of the permit, including an indemnification agreement with Tulare County regarding the permit.

Administration

1 JVC General Administration 0.30 58.50

Telephone conference Scott Critchley regarding sale. 195.00/hr Administration

JVC General Administration 0.20 39.00

Read and respond to correspondence from Scott Critchley regarding 195.00/hr inspection of facility. Correspondence Cliff Sadoian regarding same.

Administration

1 JVC General Administration 1.30 253.50

Review Inventory; designate items to Exhibits A (real property and 195.00/hr buildings), B (Primary Personal Property) and C (Secondary Personal Property) to sale agreement. Review Fresno-Madera Farm Credit Second Amended Complaint (Docket #432), Exhibit 13, with regard to property owned by the receivership estate. Reformat Inventory document by organizing listings by Exhibits. Memo to Don Pool regarding designation of property by Exhibits.

Administration

JVC General Administration 0.30 58.50

Correspondence to Don Pool regarding Tulare County Special Use 195.00/hr Permit extension of time.

Administration

1 JVC General Administration 0.30 58.50

Office conference Anne Honeycutt regarding status of various 195.00/hr receivership issues, including the stipulation regarding funding; the filing of the Receiver's interim report and accounting; forwarding of information regarding property damage insurance coverage; expense billings to Parties, including receivership time and expense billings; and sales agreement with Scott Critchley.

Administration

JVC General Administration 0.30 58.50

Memo to Don Pool regarding property damage insurance coverage. 195.00/hr Administration

JVC General Administration 0.40 78.00

Telephone conference Scott Critchley regarding sales agreement. 195.00/hr Memo to Don Pool regarding completion of sale agreement and dates of signing.

Administration

AEH General Administration 0.40 34.00

Compose and send email to Terry Long, Trustee for PACA Trust and 85.00/hr request funding for first invoices sent the latter part of April in the amount of $6,61.19.

Administration

1 JVC General Administration 3.60 702.00

Meet Scott Critchley at Facility, discuss sale and the special permit 195.00/hr matter. Meet with Samantha Franks, Resource Management Agency, County of Tulare, and Cliff Sadoian regarding extending the expiration of the permit.

Administration

1 JVC General Administration 1.60 312.00

Review and consider status of extension of time regarding expiration 195.00/hr date of Tulare County Special Use Permit, allowing operation of the Facility. Review documents, including Application For Extension of Time; Owner's Affidavit; and Indemnification Agreement required by Tulare County to consider granting extension of time for expiration of Special Use Permit. Correspondence to Don Pool regarding matter.

Administration

JVC General Administration 0.50 97.50

Additional correspondence to Don Pool regarding extension of time 195.00/hr application. Telephone conference Scott Critchley regarding same.

Telephone conference Cliff Sadoian regarding same and regarding meeting Scott Critchley tomorrow at the facility.

Administration

1 JVC General Administration 0.60 117.00

Review various correspondence between Matthew Hoffman, and Don 195.00/hr Pool regarding completion of sale agreement. Telephone conference Scott Critchley regarding sale agreement.

Administration

1 JVC General Administration 0.60 117.00

Read and respond to Don Pool regarding sale agreement. 195.00/hr Correspondence Don Pool regarding operating the facility for a brief period to break the lack of operations period. Telephone conference Cliff Sadoian regarding operating the Facility for testing purposes.

Telephone conference Rob Hackler, Fresno-Madera Farm Credit, regarding status of sale.

Administration

JVC General Administration 0.20 39.00

Telephone conference Cliff Sadoian regarding further discussion of 195.00/hr startup of Facility.

1 JVC General Administration 0.30 58.50

Read and respond to Don Pool regarding sale agreement; initial review 195.00/hr of final draft of sale agreement.

Administration

1 JVC General Administration 1.80 351.00

Research Tulare County website for zoning ordinance regulations 195.00/hr regarding shutdown of operations of a previously permitted facility for a period of more than two years and expiration of Special Use Permit; concerning granting of extension of time for expiration. Multiple correspondence with Don Pool regarding same and regarding other alternatives available to comply with the terms of the Special Use Permit.

Administration

JVC General Administration 0.80 156.00

Review and sign sale agreement. 195.00/hr Administration

JVC General Administration 1.00 97.50

Deliver signed copies of sale agreement to Don Pool office; 97.50/hr Conference Dawn Peel regarding the agreement.

Administration

JVC General Administration 0.80 156.00

Review and sign revised copy of sale agreement. Arrange for Delivery 195.00/hr to Pool's office. Telephone conference Scott Critchley regarding same; and regarding operation of the facility to check it for repairs and to satisfy Tulare County as to operation of the plant within in the last two years. Telephone conference Cliff Sadoian regarding same and regarding other work to be done at Facility.

Administration

1 JVC General Administration 0.60 117.00

Attention to issues related to the sale of the Facility, including the 195.00/hr possible expiration of the Special Use Permit and operating the cold storage units. Email memo Don Pool regarding contact with Tulare County regarding permit and regarding operation of the cold storage units. Further consideration of timing of sale procedures, including sale approval and confirmation hearings and anticipated date of close of escrow.

Administration

1 JVC General Administration 1.40 273.00

Conference Don Pool regarding expiration of Special Use Permit; 195.00/hr regarding status of sale to Scott Critchley and time schedule for hearings and confirmation of sale.

1 JVC General Administration 0.20 39.00

Review proposed stipulation being circulated to the Parties regarding 195.00/hr funding the receivership and the negotiation of checks for rent for the cell tower.

Administration

JVC General Administration 0.30 58.50

Telephone conference Cliff Sadoian regarding expiration of Special 195.00/hr Use Permit; regarding lack of sprinkler system in at least some of the "degreening" rooms; and regarding repairs needed to the "dry" fire suppression sprinkler system.

Administration

1 JVC General Administration 0.30 58.50

Multiple memos to/from Don Pool regarding Special Use Permit and 195.00/hr notification of Buyer of certain problems regarding the Facility.

Administration

JVC General Administration 0.10 19.50

Telephone conference Cliff Sadoian regarding resolution of Special 195.00/hr Use Permit problem.

Administration

1 JVC General Administration 0.30 58.50

Consideration of present issues regarding sale to Scott Critchley, 195.00/hr including deadlines for the delivery of information to Buyer, scheduling of the hearing approving/confirming the sale.

Administration

JVC General Administration 0.10 NO CHARGE

Review PACER regarding setting of hearing to approve sale to Scott 195.00/hr Critchley.

Administration

JVC General Administration 0.20 39.00

Telephone conference Rob Hackler, Bruce McAbee, Fresno-Madera 195.00/hr Farm Credit, regarding status of sale. Telephone conference Scott Critchley regarding financial references.

Administration

1 JVC General Administration 0.20 39.00

Telephone conference Dan Guerra, Tulare County Environmental 195.00/hr Health regarding renewal of Risk Management Plan for Facility.

Administration

AEH General Administration 0.10 8.50

Request copy of signed Purchase and Sale Agreement from Sue 85.00/hr Meyers at Chicago Title Co.

1 JVC General Administration 0.80 156.00

Read draft John Van Curen declaration in support of motion to approve 195.00/hr sale agreement. Compare language in draft declaration to language in the signed sale agreement with prospective buyer Scott Critchley.

Email memo to Don Pool regarding changes to draft declaration to conform same to sale agreement. Office conference Anne Honeycutt regarding obtaining a copy of the sale agreement executed by Scott Critchley and by Chicago Title Company.

Administration

AEH General Administration 0.20 17.00

Telephone conference Scott Critchley regarding pump tests to be 85.00/hr conducted at Dinuba facility at 9:30 on 7/6. Contact Cliff Sadoian and discuss his attendance at plant in order to facilitate pump tests. Cliff will also meet Ric Schuil at 2:30 in order to show property.

Administration

JVC General Administration 0.30 58.50

Read and respond to email memo from Don Pool regarding changing 195.00/hr the time for delivery of deposits prior to the auction and waiving the time requirement between the approval hearing and the auction and confirmation hearing.

Administration

1 JVC General Administration 0.30 58.50

Read and execute John Van Curen Declaration in support of motion for 195.00/hr sale of Facility to Scott Critchley. Email memo to Nannette Acevedo, Powell and Pool, requesting complete documentation package regarding the hearing to sell the Facility.

Administration

JVC General Administration 0.60 117.00

Review and make suggested changes to proposed John Van Curen 195.00/hr declaration and proposed Order approving sale. Multiple memos to Don Pool regarding same.

Administration

JVC General Administration 3.70 721.50

Attention to completion of draft of proposed order regarding the Facility 195.00/hr sale and overbid procedures; Review and revise draft of proposed order. Review Purchase and Sale Agreement regarding bids by prospective overbidders. Review email memo from Mike Schuil, Schuill & Associates, with questions regarding overbid procedures and buyer qualifications. Multiple memo to Don Pool regarding information to be provided to prospective buyers, including the Purchase and Sale Agreement and the proposed order regarding sale and overbid procedures. Email memo to Rick Schuil regarding same. Provide copy of the Purchase and Sale Agreement and a copy of the proposed order to Schuil. Email memo to Rick Schuil regarding prospective buyer's appearance at the July 13th hearing.

Administration

1 JVC General Administration 0.40 78.00

Review sale documents filed with Court 195.00/hr Administration

1 JVC General Administration 1.10 214.50

Attention to sale of Facility. Review and consideration of 195.00/hr documentation regarding the sale, including the Purchase and Sale Agreement and the various Court documents filed in support of approval of the sale. Email memo to Dan Kevorkian, Pearson Realty with regard to the sale.

Administration

JVC General Administration 0.20 39.00

Telephone conference Cliff Sadoian regarding well tests and present 195.00/hr condition of facility.

Administration

JVC General Administration 0.80 156.00

Telephone conference Rick Schuil, Mike Schuil and Greg Archer 195.00/hr regarding sale procedures and opportunity for prospective buyers to participate in the hearings. Email memo to Don Pool regarding telephone conference.

Administration

JVC General Administration 0.70 136.50

Two telephone conferences, Scott Critchley regarding water quality test 195.00/hr on well at Facility and request for more time to decide whether to continue the sale.

Administration

JVC General Administration 0.80 156.00

Two Telephone conferences with Cliff Sadoian regarding well test and 195.00/hr regarding information on main well with regard to water quality.

Administration

JVC General Administration 1.20 234.00

Email memo to Don Pool regarding Scott Critchley's apparent 195.00/hr objection, which could terminate the sale agreement. Telephone conference Don Pool regarding response to Scott Critchley.

Administration

AEH General Administration 0.50 42.50

Review bills received for payment for Z & M. Compose transmittal 85.00/hr letter and forward to PACA Trust Trustee and FLBA requesting funding for payments.

1 JVC General Administration 0.10 19.50

Telephone conference Greg Archer, Capital Agricultural Properties, 195.00/hr regarding today's hearing regarding sale of Facility.

Administration

JVC General Administration 2.70 526.50

Prepare for and attend hearing regarding approval of Facility to Scott 195.00/hr Critchley. Conference Rob Hackler, Scott Ivy, Hal Bolen, Don Pool and others regarding documentation necessary to transfer property and interest in overbids. Later Conference, Don Pool regarding extension of overbid hearing. Email memo Don Pool regarding same.

Administration

1 JVC General Administration 0.20 39.00

Read Don Pool correspondence with Matthew Hoffman, Baker 195.00/hr Manock & Jensen, regarding timing of auction and anticipated date of close of escrow, assuming no problems with title company.

Administration

JVC General Administration 0.30 58.50

Telephone conference Iris, State Department of Water Resources, 195.00/hr regarding drilling logs for wells on Facility property.

Administration

JVC General Administration 0.20 39.00

Read and respond to Don Pool communication and draft stipulation 195.00/hr regarding sale of Facility.

Administration

JVC General Administration 0.50 97.50

Telephone conference Cliff Sadoian regarding showing property to a 195.00/hr prospective buyer; regarding lack of sprinkler system in de-greening rooms. Correspondence to Don Pool regarding lack of sprinkler in de-greening rooms.

Administration

JVC General Administration 1.50 292.50

Consideration of potential buyer wanting an extension of the due 195.00/hr diligence period deadline of 7/19/2011 for at least another week.

Telephone conference Rick Schuil regarding same. Telephone conference Cliff Sadoian regarding yesterday's hearing and regarding appointments to show the Facility to potential clients of buyer with regard to future fruit packing and cold storage. Memo to Don Pool regarding extension of due diligence period without a change in the scheduled July 31st close of escrow.

Administration

1 JVC General Administration 0.90 175.50

Review correspondence Cliff Sadoian regarding cancellation of 195.00/hr inspection by prospective buyer introduced by Greg Archer, Capital Agricultural Property Service. Telephone conference Greg Archer regarding withdrawal of prospective buyer. Email memo Don Pool regarding same. Review correspondence Don Pool regarding auction hearing and regarding modifications to proposed order regarding the sale and auction; review proposed revised order. Email memo Scott Critchley regarding a Risk Management Plan permit and fee and notify Critchley of lack of sprinkler system in de-greening rooms in Facility. Administration

1 JVC General Administration 0.30 58.50

Read and respond to Scott Critchley correspondence regarding 195.00/hr delivery of Increased Deposit; Email memo Critchley regarding same.

Administration

JVC General Administration 0.30 58.50

Read and respond to Scott Critchley email regarding closing. 195.00/hr Correspondence Don Pool regarding same. Read Don Pool response to same and forward Pool's conclusion and instruction to Scott Critchley. Review final draft of stipulation and order regarding sale of facility. Correspondence Don Pool regarding same.

Administration

1 JVC General Administration 1.30 253.50

Multiple Email memo to/from Cliff Sadoian and Rick Schuil regarding 195.00/hr showing facility today. Telephone conference Rick Schuil regarding procedures for bidders. Correspondence Rick Schuil regarding details involved in the over bid procedure and also including disclosure of known material items regarding the condition of the Facility. Review and revise a draft of the Purchase and Sale Agreement for use by a prospective over bidder.

Administration

JVC General Administration 0.10 19.50

Telephone conference Jan Perkins, Perkins Mann & Everett, counsel 195.00/hr for PACA Trust, regarding status of sale.

Administration

AEH General Administration 0.50 42.50

Prepare blank copy of Purchase and Sale Agreement for John to send 85.00/hr to Ric Shuil for prospective bidder.

Administration

1 JVC General Administration 0.10 19.50

Telephone conference Scott Critchley regarding sale of Facility. 195.00/hr Administration

JVC General Administration 0.30 58.50

Read and consider various email from Don Pool regarding collection 195.00/hr and disbursement of sale proceeds and payment of receiver and legal fees and expenses; Office conference Anne Honeycutt regarding same.

Administration

1 AEH General Administration 0.20 17.00

Email Terry Long, Trustee for PACA Trust regarding outstanding 85.00/hr payment on invoices.

Administration

AEH General Administration 0.20 17.00

Review outstanding bills. 85.00/hr Administration

AEH General Administration 0.80 68.00

Compile A/P, outstanding Receiver Fees, advances by Old West 85.00/hr Ranch Company, for total estimate per request for Don Pool.

Administration

JVC General Administration 0.90 175.50

Read and respond to correspondence from Don Pool regarding 195.00/hr estimate of outstanding Receiver fees and out of pocket expenses, accounts payable and estimated future expenses. Office conference Anne Honeycutt regarding reviewing expenses and preparation of memo for explanation.

Administration

1 JVC General Administration 0.70 136.50

Review and revise report of actual and estimated expenses regarding 195.00/hr the Facility; Email memo to Don Pool regarding same; Review response.

Administration

AEH General Administration 1.20 102.00

Prepare recap of actual expenses and estimate of expenses. Prepare 85.00/hr billing to FLBA and PACA Trust for current accounts payable as of 7/20/2011. Prepare checks for accounts payable .

Administration

JVC General Administration 0.90 175.50

Telephone conference Nannette Acevedo, Powell and Pool, regarding 195.00/hr more detailed estimate of Receiver's fees and expenses after July15.

Prepare estimate; Office conference Anne Honeycutt regarding preparation. Telephone conference Don Pool regarding estimate.

Administration

JVC General Administration 1.30 253.50

Attend hearing at U. S. District Court regarding Facility sale. 195.00/hr Conference Don Pool, Scott Ivy and others regarding sale.

1 JVC General Administration 0.90 175.50

Telephone conference Nannette Acevedo, Powell and Pool, regarding 195.00/hr estimate of closing fees and expenses for receiver, including expenditures for preservation and protection of Facility. Prepare estimate; Office conference Anne Honeycutt regarding same;

Telephone conference Don Pool regarding same.

Administration

1 AEH General Administration 0.50 42.50

Update receipts and disbursements, Old West advances, verify 85.00/hr amount of checks being held.

Administration

AEH General Administration 0.50 42.50

Receipt in advance from FLBA, process payables checks, updated 85.00/hr receipts & disbursements.

Administration

1 JVC General Administration 0.20 39.00

Telephone conference Scott Critchley regarding access to Facility and 195.00/hr discussion of date of close of escrow.

Administration

AEH General Administration 0.20 17.00

Telephone conference with Nannette from Don Pool's office regarding 85.00/hr receipts and disbursements and advances by receiver Administration

1 JVC General Administration 0.30 58.50

Review and consider request for extension of time to close escrow by 195.00/hr Buyer. Correspondence Don Pool regarding request. Further consideration and further correspondence to Don Pool regarding extension of time.

Administration

1 AEH General Administration 0.20 17.00

Contact Scott Critchley regarding transfer of P G & E. P G & E has 85.00/hr been transferred Administration

AEH General Administration 0.20 17.00

Contact Eric at AmeriGuard Security regarding termination of security 85.00/hr services. Eric requested notificaiton of last day as soon as Receiver is notified of closing date.

1 AEH General Administration 0.20 17.00

Contact Calfornia CA regarding outstanding invoices and termination of 85.00/hr services at week ending 8/5 Administration

AEH General Administration 0.40 34.00

Updated receipts and disbursements and advances by Receiver to 85.00/hr Receivership.

Administration

AEH General Administration 0.40 34.00

Updated receipts and disbursements and advances by Receiver to 85.00/hr Receivership.

Administration

AEH General Administration 1.00 85.00

Review and read text for final accounting, review time and billing, 85.00/hr receipts and disbursements, and advances and print as exhibits to Final Accounting.

Administration

JVC General Administration 8.10 1,579.50

Prepare draft of final report of administration and accounting, review 195.00/hr and revise. Office conference Anne Honeycutt regarding exhibits to the accounting; review exhibits for funds advanced by receiver, receipts and disbursements of the estate, receiver fees and expenses and legal fees and expenses. Review and revise draft stipulation regarding conclusion of the receivership.

Administration

1 JVC General Administration 2.90 565.50

Review and revise and finalize draft final report and accounting. 195.00/hr Review and make suggested revisions to draft stipulation regarding, inter alia, approval of final accounting and close of receivership.

Correspondence Don Pool transmitting and explaining draft final accounting and regarding comments with regard to the draft stipulation. Administration

JVC General Administration 0.30 58.50

Review and sign "Extension of Time Addendum". Correspondence to 195.00/hr Don Pool regarding same.

Administration

AEH General Administration 0.50 42.50

Review documentation received from Sue Meyer. Compose email to 85.00/hr Kathy Klein, CPA, regarding tax exempt status of Receivership Estate and the completion of Form 593-C.

1 JVC General Administration 3.40 663.00

Initial review of sales documents forward by Chicago Title Company to 195.00/hr be executed by Receiver. Research question of 593C withholding requirement under Franchise Tax Board regulations concerning suspended corporations. Correspondence to Sue Meyer, Chicago Title Company and Don Pool regarding question of withholding.

Administration

1 JVC General Administration 1.80 351.00

Review sale documents provided by Chicago Title Company. Review 195.00/hr Don Pool comments regarding sale documents and regarding draft final accounting. Telephone conference Sue Meyer, Chicago Title Company, regarding status of seller with the State of California.

Review renter statement in sale documents; prepare letter to Sue Meyer further explaining and clarifying cell tower rental situation.

Administration

AEH General Administration 1.00 85.00

Review documentation received from Chicago Title for ZM Fresh 85.00/hr escrow. Contact Rob Hackler regarding tax ID for ZM Fresh. Receive number from Rob Hackler, email to Sue Meyer at Chicago Title.

Forward wiring instructions to Sue Meyer for seller's closing amount.

Administration

JVC General Administration 0.10 19.50

Telephone conference Rob Hackler, Bruce McAbee, Fresno-Madera 195.00/hr Farm Credit, regarding closing.

Administration

JVC General Administration 1.10 214.50

Telephone conference Sue Meyer, Chicago Title Company, regarding 195.00/hr signing documents; travel to Chicago Title Company and sign required sales documents; Conference Sue Meyer regarding.

Administration

1 AEH General Administration 0.30 25.50

Contact Sue Meyer, Chicago Title, for update on closing. Advise Rob 85.00/hr Hackler at FLBA that 8/5/2011 looks good for closing and recording.

Administration

1 AEH General Administration 1.50 127.50

Contact Rob Hackler regarding closure of escrow so he can notify his 85.00/hr insurance, contact Richard Antenucci, DiBuduo & DeFendis regarding cancellation of liability policy, contact Eric at AmeriGuard Security Services regarding discontinuance of security services effective 5 pm. on 8/5/2011, send confirming fax.

Administration

For professional services rendered 219.10 $38,038.50

Additional Charges

Qty/Price Amount

1 JVC Miscellaneous Expense 1 30.01

New locks and keys for the main gates (see MC receipt from Sanger 30.01 Nursery).

1 AEH Reproduction Costs 416 62.40

Photocopy - March 2011 0.15

1 JVC Mileage 84.3 42.15

Travel to/from Facility on Road 56, Dinuba. 0.50 Administration

1 AEH Reproduction Costs 494 74.10

Photocopy Charges - April 2011 0.15

1 AEH Reproduction Costs 74 11.10

Photocopy Charges - May 2011 0.15

1 AEH Postage Costs 1 0.88

Postage 0.88 Administration

1 AEH Reproduction Costs 875 131.25

Photocopy Charges - June 2011 0.15

AEH Postage Costs 4 1.76

Postage - June 2011 0.44

1 AEH Reproduction Costs 609 91.35

Photocopy Charges - July 2011 0.15

AEH Postage Costs 12 5.28

Postage - July 2011 0.44

AEH Postage Costs 12 5.28

Postage - July 2011 0.44

Qty/Price Amount

1 AEH Reproduction Costs 249 37.35

Reproduction Costs - August 2011 0.15

Total additional charges $492.91

For professional services rendered 219.10 $38,531.41

EXHIBIT D

20110819

© 1992-2011 VersusLaw Inc.



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