Onions Etc., Inc. et al v. Z & S Fresh, Inc. et al

Filing 734

STIPULATION and 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 Com pensation 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, signed by Judge Oliver W. Wanger on 8/18/2011. (Kusamura, W)

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DON J. POOL 166468
THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711
Telephone:
[phone]
Facsimile:
[phone]
[e-mail]

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Attorneys for JOHN VAN CUREN, Court-Appointed Receiver

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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IN THE UNITED STATES DISTRICT COURT

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EASTERN DISTRICT OF CALIFORNIA

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ONIONS, ETC., INC. and DUDA FARM
FRESH FOODS, INC.,

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Plaintiffs,
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v.

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Z&S FRESH, INC. fdba Z&S
DISTRIBUTING CO., INC., MARTIN J.
ZANINOVICH, LOREN SCHOENBURG,
and MARGARET aka MARGE
SCHOENBURG,
Defendants.

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

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-1___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

BASED UPON THE FOLLOWING FACTS, JOHN VAN CUREN, the duly

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Court-Appointed Receiver in the above-captioned matter (“VAN CUREN” or “Receiver”),

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Intervenor Plaintiff Terence J. Long, Trustee of the PACA Trust created by Court Order

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dated June 24, 2009 (“PACA Trust”), Intervenor Plaintiff and Defendant FRESNO-

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MADERA FEDERAL LAND BANK ASSOCIATION, FLCA (“Land Bank”), Cross-

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Defendant MARTIN J. ZANINOVICH, and Cross-Defendants ARON and CARRIE

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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MARGOSIAN (hereinafter collectively referred to as “the Parties”), acting by and through

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their attorneys of record herein, respectfully represent, stipulate and agree as follows

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(“Stipulation”):

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STATEMENT OF FACTS/PROCEDURAL HISTORY
1.1

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The above-entitled case was filed May 22, 2009. VAN CUREN was

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appointed receiver herein by Stipulation and Order for Appointment of Receiver for Limited

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Purpose (“Stipulation & Order”) of this Court made and entered on March 14, 2011. After

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qualifying for his office by filing the required oath and bond, VAN CUREN acted “for the

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limited purpose of marketing and selling the 18.79 acre packing house and cold storage

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property located at 39303 Road 56, Dinuba, California 93618” (APN 029-070-010), together

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with the personal property (“the Property” or “Receivership Estate”), as more particularly

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described and outlined in exhibit A attached to the Receiver’s Initial Report of

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Assets/Inventory filed herein on May 27, 2011.

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-2___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

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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

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Administration and Accounting by Receiver (“Final Report & Accounting”), including

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entering into a Purchase and Sale Agreement (“PSA”) for the sale of the Receivership Estate,

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and employing Don J. Pool, The Law Firm of Powell & Pool (hereinafter “Mr. Pool”), as his

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legal counsel to advise him regarding his duties and legal matters affecting the Receivership

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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Estate.

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advances, income/receipts, disbursements, and reimbursements for the period of March 14,

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2011 through August 5, 2011. Also included in the Final Report & Accounting is a detailed

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accounting of the fees and expenses incurred and estimated to be incurred by the Receiver

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and Receivership Estate in the total amount of $39,531.41 and attorneys’ fees and costs

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incurred and estimated in the amount of $35,000.00. A true and correct copy of the Final

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Report & Accounting is attached hereto as exhibit A and incorporated herein by this

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reference.

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The Final Report & Accounting includes a detailed report of the Receiver’s

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On or about June 24, 2011, VAN CUREN and the putative buyer,

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Scott Critchley, entered into and executed the PSA for the purchase and sale of the

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Receivership Estate, subject to Court approval.

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1.4

On that same date, VAN CUREN filed his Ex Parte Application of

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Receiver for Order Shortening Time for Hearing on Motion for Order (1) Authorizing

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Receiver to Sell the Property; (2) Approving Agreement With Proposed Buyer; and (3)

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Approving Overbid Procedures (“Ex Parte Application”), which was granted by the Court on

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July 5, 2011 and set for hearing on July 13, 2011.

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1.5

Accordingly, on or about July 7, 2011, VAN CUREN filed his Motion

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For Order (1) Authorizing Receiver To Sell The Property; (2) Approving Agreement With

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Proposed Buyer; and (3) Approving Overbid Procedures (“Sale Motion”), which the Court

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granted at the hearing on the Sale Motion on July 13, 2011.

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-3___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

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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

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Property Free and Clear of All Liens, Encumbrances, or Security Interests, which provides

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that upon sale, the Receivership Estate shall (1) be free and clear of any liens, encumbrances,

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or security interests asserted by or on behalf of Land Bank, including but not limited to, that

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certain deed of trust recorded in the Official Records of Tulare County on December 26,

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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2008, as instrument no. 2008-0086532, and that certain UCC-1 Financing Statement recorded

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with the California Secretary of State on December 23, 2008, as filing no. 087182528667 and

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(2) be free and clear of any liens, encumbrances, or security interests asserted by or on behalf

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of PACA Trust and/or Trustee, including but not limited to, any claims asserted in the Action

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and that certain Notice of Pending Action filed in the Official Records of Tulare County as

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instrument no. 2009-0077202.

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1.7

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

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

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the Receiver is appropriate.

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1.8.

As set forth above, the Final Report & Accounting is accepted by the

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Parties herein.

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Accounting incurred by the Receiver and the Receivership Estate, as well as the personal

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advances by the Receiver, are to be paid from the proceeds from the sale of the Receivership

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Estate, as provided in the Order (1) Authorizing Receiver to Sell Property; (2) Approving

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Agreement With Proposed Buyer; and (3) Approving Overbid Procedures, filed herein by the

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Court on July 14, 2011, or as the Court may direct the Parties.

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Furthermore, the fees and expenses set forth in the Final Report &

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Accordingly, and pursuant to L.R. 232, the Parties hereto desire by this

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Stipulation to dispose of all issues pertaining to the Receiver and Receivership Estate so that

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the Receiver can be discharged.

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-4___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

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II

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STIPULATION
Based on the foregoing facts, each of which is true and correct, the Parties

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hereto stipulate, agree, and hereby request that the Court enter an Order as follows:
2.1

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The Final Report & Accounting is accepted and approved as a final

accounting of the Receivership Estate and any requirement that the Receiver file or notice for

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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hearing any further reports of administration and/or further accounting in this action, prior to

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discharge from his office, be and hereby is waived.
2.2

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The financial information provided in the Receiver’s Final Report &

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Accounting is deemed sufficient with regard to the Receiver’s obligation to provide financial

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information to Plaintiffs, Defendants or the Parties to the Action concerning the filing of tax

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returns or other governmental reports.
2.3

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The Law Firm of Powell & Pool is allowed its reasonable fees and

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reimbursable costs as set forth in the Final Report & Accounting, for legal services incurred

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and estimated to Receiver and the Receivership Estate in the amount of $35,000.00, and that

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VAN CUREN be authorized for payment from funds on hand in the Receivership Estate, or

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as ordered to be advanced by the Parties;
2.4

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VAN CUREN is allowed all Receiver’s fees and expenses incurred in

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the amount of $39,531.41, for winding up and closing of the Receivership Estate, as set forth

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in the Final Report & Accounting, and that such amount be deemed reasonable and

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authorized for payment from funds on hand in the Receivership Estate, or as ordered

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advanced by the Parties;
2.5

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VAN CUREN is allowed all Receiver’s personal advances in the

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amount of $16,016.41, for necessary expenses of the Receivership Estate, as set forth in

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exhibit A to the Final Report & Accounting, and that such amount be deemed reasonable and

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authorized for payment from funds on hand in the Receivership Estate, or as ordered

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advanced by the Parties;

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-5___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

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2.6

VAN CUREN shall remit all checks or other negotiable instruments in

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his possession derived from the TowerCo Lease to Land Bank, and Land Bank shall be

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authorized to negotiate same, obtain re-issuance of any such checks to negotiate, and/or take

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any other steps necessary to obtain the lease proceeds derived from the Property prior to

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August 5, 2011. TowerCo is authorized to re-issue any checks for any lease proceeds

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derived from the Property, prior to August 5, 2011, directly to the Land Bank.

THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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2.7

Any funds that remain in or subsequently received by the Receivership

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Estate, after payment of advances, fees and costs as herein approved, are authorized to be

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disbursed to Land Bank, to be held until further Order of the Court or agreement between the

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PACA Trust and Land Bank;
2.8

VAN CUREN, having fully and faithfully discharged his duties to the

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Court and to the Parties, be and hereby is discharged, the receivership terminated and the

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Receiver’s Bond No. MS2515738 in the amount of $50,000.00, written by Great American

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Insurance Company, as surety, be exonerated, and the surety released from liability thereon;

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2.9

Effective upon discharge, VAN CUREN shall have no liability as

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Receiver or personally to any Parties to this action, or to third parties on account of his

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actions in this case, and as such, all claims arising therefrom and/or against the Receiver and

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the Receivership Estate are forever barred;

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2.10

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just and proper; and

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2.11

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SO STIPULATED AND AGREED.

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That the Receiver be entitled to such other relief from the Court as is

This Stipulation may be executed in counterparts.

Dated: August 15, 2011

THE LAW FIRM OF POWELL & POOL

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/ S / Don J. Pool
DON J. POOL, Attorneys for Receiver
JOHN VAN CUREN

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[Signatures Continued on Next Page]

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-6___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

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Dated: August 15, 2011

McCORMICK, BARSTOW, SHEPPARD,
WAYTE & CARRUTH LLP

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/ S / Mandy L. Jeffcoach
MANDY L. JEFFCOACH, Attorneys for Trustee,
TERENCE J. LONG

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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Dated: August 16, 2011

PERKINS MANN & EVERETT

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/ S / Jan Perkins
JAN PERKINS, Attorneys for
TERENCE J. LONG, Trustee Pursuant to Court Order

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Dated: August 15, 2011

LANG, RICHERT & PATCH

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/ S / Scott J. Ivy
SCOTT J. IVY, Attorneys for
Fresno-Madera FLCA

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Dated: August15, 2011

WALTER & WILHELM LAW GROUP

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/ S / Riley C. Walter
RILEY C. WALTER, Attorneys for
MARTIN J. ZANINOVICH

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Dated: August 16, 2011

WILD, CARTER & TIPTON

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/ S / Patrick J. Gorman
PATRICK J. GORMAN, Attorneys for
ARON and CARRIE MARGOSIAN

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-7___________________________________________________________

Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

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III

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ORDER

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The foregoing Stipulation having come before the Court, and good cause
appearing therefore, according to the Stipulation of the Parties,
IT IS SO ORDERED.

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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Dated: August 19, 2011
/s/ OLIVER W. WANGER
THE HONORABLE OLIVER W. WANGER
UNITED STATES DISTRICT COURT JUDGE

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Stipulation for Order (1) Approving Verified Final Report of
Administration and Accounting by Receiver, etc.

EXHIBIT A

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DON J. POOL 166468
THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711
Telephone:
[phone]
Facsimile:
[phone]
[e-mail]

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Attorneys for JOHN VAN CUREN, Court-Appointed Receiver

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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IN THE UNITED STATES DISTRICT COURT

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EASTERN DISTRICT OF CALIFORNIA

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****

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ONIONS, ETC., INC. and DUDA FARM
FRESH FOODS, INC.,

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Plaintiffs,
v.

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Z&S FRESH, INC. fdba Z&S
DISTRIBUTING CO., INC., MARTIN J.
ZANINOVICH, LOREN SCHOENBURG,
and MARGARET aka MARGE
SCHOENBURG,
Defendants.

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Case No. 1:09-cv-00906-OWW-MJS
VERIFIED FINAL REPORT OF
ADMINISTRATION AND
ACCOUNTING BY RECEIVER

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-1___________________________________________________________

Verified Final Report of Administration and Accounting by Receiver

JOHN VAN CUREN, the duly Court-Appointed Receiver herein (“VAN

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CUREN” or “Receiver”), hereby submits his Final Report of Administration and Accounting

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by Receiver (“Final Report & Accounting”) for the period of March 14, 2011 through August

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5, 2011. The Final Report & Accounting has been prepared by VAN CUREN and is made

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pursuant to the Stipulation and Order for Appointment of Receiver for Limited Purpose of

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this Court made and entered on March 14, 2011.

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THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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Dated: August 9, 2011

THE LAW FIRM OF POWELL & POOL

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/ S / Don J. Pool
DON J. POOL, Attorneys for Receiver,
JOHN VAN CUREN

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Verified Final Report of Administration and Accounting by Receiver

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DECLARATION OF RECEIVER JOHN VAN CUREN

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I, JOHN VAN CUREN, declare as follows:

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1.

I am the duly Court-Appointed, qualified and acting Receiver in the

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above-entitled case, with a mailing address of 4539 N. Brawley, Suite 105, Fresno, California

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93722.

THE LAW FIRM OF POWELL & POOL
7522 North Colonial Avenue, Suite 100
Fresno, California 93711

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2.

The foregoing Final Report & Accounting contains a full statement of

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all charges incurred by me, as Receiver herein, and all credits to which I am entitled on

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account of the Receivership Estate for the period provided in said account. I am the person

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who performed the services and/or incurred the advances, fees and expenses set forth herein.

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The Services and/or fees and expenses incurred were reasonable and necessary for the proper

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administration of the Receivership Estate.

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3.

I am competent to make this declaration and have read the foregoing

Final Report & Accounting and know the contents thereof.

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I declare under penalty of perjury of the laws of the United States of America

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that the foregoing is true and correct and that this declaration was executed on this 9th day of

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August 2011, at Fresno, California.

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/ S / John Van Curen
JOHN VAN CUREN

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-3___________________________________________________________

Verified Final Report of Administration and Accounting by Receiver

EXHIBIT A

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Receivership Estate of 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

4/8/2011

AmeriGuard Security Services

On Site Security (3/17 - 3/31)

4,987.60

500.00

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

5/26/2011

AmeriGuard Security Services

On Site Security (5/1 - 5/15/2011)

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

6/20/2011

First Insurance Funding Corp.

General Liability - 2nd Instalment

358.16
4,044.00

12.00
358.16

16,016.41

Exhibit A

Page 1 of 1

EXHIBIT B

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Receivership Estate of ZM Fresh Special T's
March 14, 2011 August 5, 2011

Balance Forward @ 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

08/05/2011

Chicago Title Company

Escrow Proceeds

5,051.22
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)

05/27/2011

California Controlled Atmosphere

Environmental Health Inspection

4,044.00

06/03/2011

Cliff Sadoian & Associates

Consulting & Equipment Inventory

06/06/2011

BUGS 9-1-1

Removal of Bees from adjacent farm property

07/05/2011

AmeriGuard Security Services

On Site Security (5/16 - 5/31/2011)

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

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

PG&E

Service 4/12 - 5/26

2,011.58

07/27/2011

California Controlled Atmosphere

Environmental Health Inspection

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

84.65
2,962.50
225.00
4,448.48

412.50

84.65

$28,662.70

Reconciled Balance @ 8/5/2011

Exhibit B

$3,522,828.25

Page 1 of 1

EXHIBIT C

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John Van Curen, Asset Receiver
4539 N. Brawley Avenue, Suite 105
Fresno, CA 93722

Invoice submitted to:
Receivership Estate of ZM Fresh
4539 N. Brawley Avenue #105
Fresno, CA 93722

August 05, 2011

Professional Services
Hrs/Rate
3/14/2011 JVC

JVC

3/15/2011 JVC

JVC

3/16/2011 JVC

JVC

Amount

General Administration
Review various communications from parties regarding the
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

1.70
195.00/hr

331.50

General Administration
Telephone conference various attorneys representing parties regarding
the receivership and the sale of the property comprising the
receivership estate. Schedule inspection of property.
Administration

0.40
195.00/hr

78.00

General Administration
Meet with various parties in interest at the Z&S facility; inspect
premises.
Administration

2.50
195.00/hr

487.50

General Administration
Telephone conference Eric AmeriGuard Security, regarding
continuation of security at Z &S facility.
Administration

0.20
195.00/hr

39.00

General Administration
Contact Fowler Packing Company regarding facility.
Administration

0.30
195.00/hr

58.50

General Administration
Read Order; consideration of authorities and responsibilities granted by
Order. Consider courses of actions to fulfill instructions of the Order.
Review method of financing receivership operations contained in the

3.60
140.83/hr

507.00

559-275-9482

Exhibit C

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Receivership Estate of ZM Fresh

Page

Hrs/Rate

2

Amount

Order. Telephone conference Don J. Pool, Esq, regarding
representation. Review Court Docket with regard to to pertinent
information.
Administration
3/16/2011 JVC

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

3/18/2011 AEH General Administration
Draft letter to AmeriGuard Security concerning authorized persons.
Administration

0.50
195.00/hr

97.50

0.40
85.00/hr

34.00

JVC

General Administration
Telephone conference Eric Flores, AmeriGuard Security, regarding
contract for services at facility.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Aron Margosian regarding showing the facility to
a prospective buyer.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Two telephone conferences with Mike Schuil, Schuil and Associates
regarding marketing the facility.
Administration

0.50
195.00/hr

97.50

JVC

General Administration
Second Telephone conference Aron Margosian regarding showing the
plant by Margosian to a prospective buyer.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Eric Flores regarding security at facility,
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

3.50
195.00/hr

682.50

JVC

General Administration
Telephone conference Anne Honeycutt regarding contract for
additional security with AmeriGuard; Telephone conference Eric Flores,
AmeriGuard, regarding same.
Administration

0.30
195.00/hr

58.50

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
3/21/2011 JVC

3

Amount

General Administration
Review marketing material provided by Pearson Realty (0.2).
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

2.50
195.00/hr

487.50

JVC

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

0.20
195.00/hr

39.00

JVC

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

0.30
195.00/hr

58.50

JVC

General Administration
Telephone conference Ralph Hackett, prospective Facility buyer.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Jim Critchley (2X) regarding interest in
purchasing Facility.
Administration

0.40
195.00/hr

78.00

JVC

General Administration
Consideration of course of action with regard to to administering and
preserving the Estate in its present condition and with regard to selling
the Facility.
Administration

0.60
195.00/hr

117.00

0.30
85.00/hr

25.50

0.20
85.00/hr

17.00

3.40
195.00/hr

663.00

3/23/2011 AEH General Administration
Revise security instructions to AmeriGuard Security for period after
3/25/2011. Forward to AmeriGuard office via fax.
Administration
AEH General Administration
Contact Style Line Construction regarding meeting with John at facility
in Dinuba. Advise John that representative from Style Line will meet
him at facility no later than 2 p.m.
Administration
JVC

General Administration
Meet Jim and Scott Critchley at the F & S Packing facility, inspect
facility (2.4). Meet Mario, Style-Line Construction; inspect facility for

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

4

Amount

roof leaks(0.6). Change locks on perimeter gates; Conference security
guard regarding change(0.4).
Administration
3/23/2011 JVC

General Administration
Telephone conference (2X) Anne Honeycutt regarding changing guard
schedule and reduce number of guard shifts.
Administration

0.20
NO CHARGE
195.00/hr

JVC

General Administration
Telephone conference Frank Rodriguez Style Line Construction
Company, regarding Facility roof repair.
Administration

0.10
195.00/hr

19.50

JVC

General Administration
Telephone conference Jim Critchley regarding inspection of Facility.
Administration

0.10
195.00/hr

19.50

3/26/2011 JVC

General Administration
Review of possible actions necessary to preserve the Facility in its
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

0.50
195.00/hr

97.50

3/28/2011 JVC

General Administration
Telephone conference Mike and Rick Schuil regarding marketing of
Facility.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Dan Kevorkian, Pearson Realty, regarding
marketing of Facility.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Telephone conference Jake Burns, Trinity Fruit Sales, regarding
interest in purchasing label printers at Facility.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Mandy Jeffcoach, McCormick Barstow LLP,
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

0.60
195.00/hr

117.00

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
3/28/2011 JVC

5

Amount

General Administration
Read correspondence from Mike Schuil, Schuil and Associates,
regarding ammonia monitoring requirements. Telephone conference
Rick and Mike Schuil, Schuil and Associates, regarding marketing
Facility.
Administration

0.50
195.00/hr

97.50

JVC

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

0.50
195.00/hr

97.50

JVC

General Administration
Two telephone conferences with Ralph Hackett regarding interest in
purchasing Facility; discussion of possible terms of sale.
Administration

0.40
195.00/hr

78.00

JVC

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

0.30
130.00/hr

39.00

JVC

General Administration
Telephone call to Rob Hackler, Fresno-Madera Farm Credit, not
available, left message.
Administration

0.10
NO CHARGE
195.00/hr

General Administration
Telephone conference Dan Kevorkian and Martin Hosvepian, Pearson
Realty, regarding offer on Facility.
Administration

0.40
195.00/hr

78.00

General Administration
Telephone conference Frank Roriguez, Style Line Construction,
regarding proposal for repairs of Facility roof.
Administration

0.20
195.00/hr

39.00

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

1.00
195.00/hr

195.00

3/29/2011 JVC

JVC

3/30/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
3/30/2011 JVC

6

Amount

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

0.10
NO CHARGE
195.00/hr

JVC

General Administration
Correspondence to parties regarding proposal for repair of Facility roof.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Read Mandy Jeffcoach's letter regarding operation of the receivership
and responsibilities for payment of receivership obligations.
Correspondence to Don Pool regarding same.
Administration

0.30
195.00/hr

58.50

JVC

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

0.30
195.00/hr

58.50

General Administration
Telephone conference Cliff Sadoian regarding Facility.
Administration

0.60
195.00/hr

117.00

JVC

General Administration
Telephone conference Ralph Hackett regarding interest in purchase of
Facility.
Administration

0.30
195.00/hr

58.50

JVC

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

0.20
195.00/hr

39.00

JVC

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

0.20
195.00/hr

39.00

JVC

General Administration
Office conference Gary Honeycutt regarding present situation
regarding prospective sales and regarding maintenance and security of
the property.
Administration

0.10
NO CHARGE
195.00/hr

3/31/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

7

Amount

4/1/2011 JVC

General Administration
Consideration of offer to purchase Facility submitted by Ralph Hackett;
Correspondence Ralph Hackett regarding same.
Administration

0.40
195.00/hr

78.00

4/4/2011 JVC

General Administration
Begin draft of counter offer to Ralph Hackett offer to purchase Facility.
Begin draft of term sheet with regard to to overbid process.
Administration

1.80
195.00/hr

351.00

JVC

General Administration
Telephone conference Aron Margosian regarding showing plant to a
prospective buyer.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Consideration of terms of counter offer to Ralph Hackett offer, Review
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

2.00
195.00/hr

390.00

0.20
85.00/hr

17.00

0.30
85.00/hr

25.50

3.60
195.00/hr

702.00

4/6/2011 AEH General Administration
Contact Barbara Green at P G & E regarding no answer to inquiry of
4/5/2011 on meter number at Z & S. Redirect email of 4/5/2011 to new
website address.
Administration

0.30
85.00/hr

25.50

AEH General Administration
Contact UCC Connect and search for UCC filings in the names of the
defendants shown on Order Appointing Receiver. Download scan and

1.30
85.00/hr

110.50

4/5/2011 AEH General Administration
Contact Bankruptcy Unit of P G & E regarding serial number for pump
at packing facility. Requested information on serial number, waiting for
reply
Administration
AEH General Administration
Telephone conference Richard Antenucci, DiBuduo & DeFendis
Insurance regarding quote for insurance coverage for packing faicility.
Refer iniformation to John.
Administration
JVC

General Administration
Meeting with Cliff Sadoian; inspect Facility with Sadoian.
Administration

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

8

Amount

file in Paperport files.
Administration
4/6/2011 JVC

General Administration
Review and revise pleadings regarding appointment of legal counsel;
correspondence Don Pool regarding same.
Administration

0.20
195.00/hr

JVC

General Administration
Review correspondence from Pacific Gas and Electric regarding
regarding-establishing electrical service at the Facility.
Correspondence Anne Honeycutt regarding regarding-establishing
electrical service.
Administration

0.40
NO CHARGE
195.00/hr

JVC

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

0.60
195.00/hr

117.00

JVC

General Administration
Review correspondence from Terry Long, Trustee for PACA Trust,
regarding uncashed checks payable to ZM Fresh in his possession.
Consideration of how checks could be negotiated by the receivership
estate.
Administration

0.30
195.00/hr

58.50

JVC

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

0.50
195.00/hr

97.50

JVC

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

0.70
195.00/hr

136.50

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

2.10
195.00/hr

409.50

4/7/2011 JVC

Exhibit C

39.00

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
4/7/2011 AEH General Administration
Contact P G & E regarding power at facility. Request rate and demand
charge iniformation.
Administration

9

Amount

0.30
85.00/hr

25.50

JVC

General Administration
Office conference Anne Honeycutt regarding insurance coverage and
placement for public liability and property damage and cost of same.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Scott Critchley, prospective buyer, regarding
meeting concerning offer on Facility.
Administration

0.10
195.00/hr

19.50

JVC

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

1.00
195.00/hr

195.00

JVC

General Administration
Review Hackett offer. Draft a counter offer. Correspondence to
Hackett regarding general outline of a counter offer.
Administration

1.20
195.00/hr

234.00

0.50
85.00/hr

42.50

1.40
195.00/hr

273.00

4/8/2011 AEH General Administration
Receive email from P G & E referring our office to customer care
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
Review telephone message from Rick Schuil, Schuill & Associates,
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.
Administration

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
4/8/2011 JVC

JVC

10

Amount

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

0.50
195.00/hr

97.50

General Administration
Correspondence Don Pool regarding Hackett offer.
Administration

0.20
195.00/hr

39.00

0.80
85.00/hr

68.00

39.00

AEH General Administration
Telephone conference Vicki, Supervisor with P G & E regarding
reinstatement of service at ZM plant.
Administration
JVC

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

0.20
195.00/hr

JVC

General Administration
Arrange for turning on power at Facility; Office conference Anne
Honeycutt regarding same.
Administration

0.20
NO CHARGE
195.00/hr

JVC

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

1.40
195.00/hr

273.00

JVC

General Administration
Telephone conference Cliff Sadoian regarding meeting Pacific Gas and
Electric service man to turn on power at Facility.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Further Consideration of Chritchley proposal to purchase Facility.
Consideration of response to offer and how offer would presented to
Court and Parties.
Administration

1.90
195.00/hr

370.50

General Administration
Meet with Cliff Sadoian regarding yesterday's showing of Facility by
Schuil and regarding monitoring of Facility as electricity is turned on.
Deliver keys to Sadoian for the Facility. Discuss conducting inventory
with Sadoian.
Administration

1.40
195.00/hr

273.00

4/9/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
4/11/2011 JVC

11

Amount

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

0.10
195.00/hr

19.50

JVC

General Administration
Draft memo to Don Pool regarding immediate issues concerning the
receivership.
Administration

2.30
195.00/hr

448.50

JVC

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

0.40
195.00/hr

78.00

4/12/2011 JVC

General Administration
Review Jan Perkins, Perkins Mann & Everett, attorneys for PACA Trust
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

0.30
195.00/hr

58.50

JVC

General Administration
Draft correspondence to parties regarding progress of sales effort and
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

2.10
195.00/hr

409.50

AEH General Administration
Draft letter to TowerCo regarding rent.
Administration

0.30
85.00/hr

25.50

AEH General Administration
Draft transmittal letter to P G & E
Administration

0.30
85.00/hr

25.50

1.00
195.00/hr

195.00

4/13/2011 JVC

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

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

12

Amount

4/13/2011 JVC

General Administration
Telephone conference Jayson Horton, AmeriGuard Security Services,
regarding forwarding incident reports to me.
Administration

0.10
195.00/hr

19.50

4/14/2011 JVC

General Administration
Review status of various issues and possible strategies to resolve,
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

1.40
195.00/hr

273.00

0.30
85.00/hr

25.50

0.30
85.00/hr

25.50

4/15/2011 AEH General Administration
Contact M. Kathleen Klein, CPA and request that new Tax ID # be
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
Forward inquiry to Richard Antenucci regarding quotes on liability
coverage received on Z & S Fresh in Dinuba. Request for any updated
quotes received and payment plans available.
Administration
JVC

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

0.20
195.00/hr

39.00

JVC

General Administration
Correspondence Don Pool regarding various issues regarding
receivership; Read and respond to Don Pool response
Administration

0.20
195.00/hr

39.00

JVC

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

0.20
195.00/hr

39.00

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
4/15/2011 JVC

13

Amount

General Administration
Telephone conference Cliff Sadoian regarding inventory and regarding
present time schedules of security guards.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Telephone conference Eric Flores, AmeriGuard Security Services,
regarding guard schedules.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Ralph Hackett regarding offer to purchase
property.
Administration

0.20
195.00/hr

39.00

General Administration
Review correspondence from various parties regarding resolution of of
issues. Correspondence Don Pool regarding same.
Administration

0.20
195.00/hr

39.00

0.30
85.00/hr

25.50

0.30
85.00/hr

25.50

4/17/2011 JVC

4/18/2011 AEH General Administration
Revise letter to TowerCo regarding rental payments.
Administration
AEH General Administration
Contact Richard Antenucci at DiBuduo & DeFendis regarding quote
received for liability coverage and instruct Richard to bind coverage.
Administration
JVC

General Administration
Office conference Anne Honeycutt regarding binding lieability
insurance for the receivership.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Prepare for meeting and meet with Don Pool,Powell and Pool, with
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

1.50
195.00/hr

292.50

4/19/2011 JVC

General Administration
Conference Cliff Sadoian regarding inventory of facility and equipment,
inspection of Facility.
Administration

1.50
195.00/hr

292.50

4/20/2011 JVC

General Administration
Review of correspondence from Jan Perkins, Perkins Mann & Everett,
counsel for Trust, and Scott Ivy, Lang, Richert & Patch, counsel for

0.60
195.00/hr

117.00

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

14

Amount

Fresno-Madera Farm Credit, consider receivership's position regarding
and response to same.
Administration
4/25/2011 AEH General Administration
Review signature card for new checking account received from B of A.
Forward signed card to Shannon Taggart at B of A.
Administration

0.30
85.00/hr

25.50

JVC

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

0.60
195.00/hr

117.00

JVC

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

1.80
195.00/hr

351.00

JVC

General Administration
Telephone conference Ralph Hackett regarding offer to purchase
Facility.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Correspondence to Scott Critchley regarding purchase of Facility.
Administration

0.10
195.00/hr

19.50

JVC

General Administration
Telephone conference Ralph Hackett regarding purchase of Facility.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Telephone conference Scott Critchley regarding purchase of Facility.
Administration

0.20
195.00/hr

39.00

JVC

General Administration
Review correspondence from Don Pool regarding issues concerning
the receivership; memo in response.
Administration

0.80
195.00/hr

156.00

JVC

General Administration
Review and adjust time billings through March.
Administration

0.40
NO CHARGE
195.00/hr

General Administration
Telephone conference Don Pool regarding various issues regarding
the receivership, including funding the receivership and sale of the

0.80
195.00/hr

4/26/2011 JVC

Exhibit C

156.00

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

15

Amount

Facility.
Administration
4/26/2011 JVC

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

0.70
195.00/hr

136.50

0.30
85.00/hr

25.50

General Administration
Review sale file. Correspondence to Scott Critchley regarding
agreement to purchase Facility.
Administration

0.60
195.00/hr

117.00

JVC

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

0.40
195.00/hr

78.00

JVC

General Administration
Telephone conference Scott Critchley regarding purchase of Facility.
Administration

0.20
195.00/hr

39.00

0.30
85.00/hr

25.50

General Administration
Conference Rick and Mike Schuil, Schuil and Associates, regarding
listing of the Facility for sale.
Administration

0.70
195.00/hr

136.50

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

0.20
195.00/hr

39.00

General Administration
Draft proposed letter of intent regarding purchase of facility by Scott
Critchley.
Administration

3.70
142.30/hr

526.50

AEH General Administration
Draft email to Richard Antenucci, Dibuo & DeFendis Ins. regarding
quote for property coverage at Dinuba Plant.
Administration
4/27/2011 JVC

AEH General Administration
Review appraisal and provide information to Richard Antenucci for
quote on property insurance.
Administration
JVC

4/28/2011 JVC

JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
5/2/2011 JVC

16

Amount

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

0.50
195.00/hr

97.50

JVC

General Administration
Review written inventory and pictures of same, prepared by Cliff
Sadoian.
Administration

0.70
195.00/hr

136.50

JVC

General Administration
Read and draft an initial response to correspondence from Don Pool
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

0.50
195.00/hr

97.50

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

0.30
195.00/hr

58.50

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

0.20
195.00/hr

39.00

General Administration
Read and respond to Scott Critchley correspondence regarding
proposed sale of Facility.
Administration

0.10
195.00/hr

19.50

General Administration
Telephone conference Scott Critchley regarding offer to purchase
Facility.
Administration

0.10
195.00/hr

19.50

0.40
85.00/hr

34.00

5/3/2011 JVC

JVC

5/4/2011 JVC

JVC

5/6/2011 AEH General Administration
Telephone conference Richard Antenucci, DiBuduo & DeFendis,
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.
Administration

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
5/6/2011 AEH General Administration
Receive check from FLBA on 5/6/2011. Forward to Don Pool for review.
Administration

17

Amount

0.20
85.00/hr

17.00

General Administration
Prepare for and attend meeting with Don Pool and Scott Critchley
regarding proposed purchase and sale of Facility.
Administration

1.70
195.00/hr

331.50

5/7/2011 JVC

General Administration
Update master file regarding potential sale to Scott Critchley.
Administration

0.20
195.00/hr

39.00

5/9/2011 JVC

General Administration
Review Don Pool correspondence with parties regarding Scott
Critchley letter of intent to purchase Facility.
Administration

0.10
195.00/hr

19.50

General Administration
Attention to preparation of draft inventory and report.
Administration

4.30
195.00/hr

838.50

General Administration
Draft first report and inventory. Transmit drafts to Don Pool.
Administration

1.30
195.00/hr

253.50

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

0.20
195.00/hr

39.00

AEH General Administration
Set up company in QuickBooks. Enter advance received from FLCA.
Administration

0.50
85.00/hr

42.50

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

0.30
85.00/hr

25.50

0.40
195.00/hr

78.00

JVC

JVC

5/10/2011 JVC

JVC

JVC

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

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
5/12/2011 JVC

18

Amount

General Administration
Review and respond to Scott Critchley correspondence regarding
equipment included in proposed sale of Facility.
Administration

0.20
195.00/hr

39.00

General Administration
Conference Scott Critchley regarding equipment inventory at Facility
and scheduling an inspection. Telephone conference Cliff Sadoian
regarding same.
Administration

0.20
195.00/hr

39.00

General Administration
Review Don Pool correspondence to Scott Ivy regarding Scott Critchley
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

2.30
195.00/hr

448.50

AEH General Administration
Work on formatting of Purchase and Sale Agreement for Critchley sale.
Administration

4.50
85.00/hr

382.50

JVC

5/18/2011 JVC

5/19/2011 JVC

General Administration
Inspect Facility with Gary Honeycutt.
Administration

0.80
195.00/hr

156.00

5/20/2011 JVC

General Administration
Draft Purchase and Sale Agreement regarding Scott Critchley
purchase of Facility.
Administration

9.20
140.00/hr

1,288.00

5/21/2011 JVC

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

3.60
195.00/hr

702.00

5/23/2011 JVC

General Administration
Correspondence Don Pool regarding Scott Critchley offer to purchase
facility. Review and revise draft Purchase and Sale Agreement

0.30
195.00/hr

58.50

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

19

Amount

regarding same.
Administration
5/23/2011 AEH General Administration
Review and proof Purchase and Sale Agreement
Administration

1.50
85.00/hr

127.50

General Administration
Telephone conference Scott Critchley regarding purchase of Facility.
Administration

0.10
195.00/hr

19.50

JVC

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

0.50
195.00/hr

97.50

JVC

General Administration
Further review and revision of of draft Purchase and Sale Agreement
for sale of Facility to Scott Critchley.
Administration

0.20
195.00/hr

39.00

AEH General Administration
Review and proof Purchase and Sale Agreement
Administration

0.50
85.00/hr

42.50

5/25/2011 AEH General Administration
Review amd proof Purchase and Sale Agreement
Administration

0.80
85.00/hr

68.00

5/26/2011 AEH General Administration
Review declaration prepared by Don Pool's office. Scan and forward to
Pool's office for filing
Administration

0.30
85.00/hr

25.50

5/24/2011 JVC

JVC

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

0.20
195.00/hr

39.00

5/31/2011 JVC

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

1.40
195.00/hr

273.00

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

20

Amount

5/31/2011 JVC

General Administration
Read and respond to correspondence from Troy Ewell with regard to
agreement of sale to Critchley.
Administration

0.80
195.00/hr

156.00

JVC

General Administration
Review correspondence from Scott Critchley regarding exceptions to
title and obtaining underlying documents for same. Correspondence
Sue Meyers regarding obtaining documents. Correspondence Scott
Critchley regarding same.
Administration

0.20
195.00/hr

39.00

General Administration
Telephone conference Troy Ewell, Powell and Pool, regarding Critchley
sale agreement.
Administration

0.40
195.00/hr

78.00

General Administration
Telephone conference Scott Critchley regarding purchase of Facility.
Administration

0.20
195.00/hr

39.00

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

0.10
195.00/hr

19.50

JVC

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

0.40
195.00/hr

78.00

JVC

General Administration
Review proposed Receiver's Informational Report of Receivership
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

0.50
195.00/hr

97.50

0.50
85.00/hr

42.50

6/1/2011 JVC

JVC

6/2/2011 JVC

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

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

21

Amount

6/2/2011 JVC

General Administration
Read and respond to Cliff Sadoian correspondence regarding Tulare
County use permit for Facility.
Administration

0.10
195.00/hr

19.50

6/3/2011 JVC

General Administration
Review status of Scott Critchley sale. Review status of the
maintenance of the Facility's condition. Correspondence Don Pool
regarding status of sale.
Administration

0.30
195.00/hr

58.50

AEH General Administration
Review UCC filings on UCC Connect website, check for new filings,
amendments, or terminations. Forward to Don Pool
Administration

0.80
85.00/hr

68.00

AEH General Administration
Review corrections on May billing, finalize and print
Administration

0.40
85.00/hr

34.00

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

0.30
85.00/hr

25.50

3.10
195.00/hr

604.50

0.30
85.00/hr

25.50

0.40
195.00/hr

78.00

JVC

General Administration
Review and revise draft report and accounting to include through May,
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

6/6/2011 AEH General Administration
Review email from Terry Long regarding reimbursement of expenses
not recieved from the Z & S PACA Trust by the Receiver. Forward to
Don Pool for reply.
Administration
JVC

General Administration
Correspondence Don Pool regarding cash flow budget for Facility
through July.
Administration

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

22

Amount

6/6/2011 JVC

General Administration
Attendance and testimony at Court hearing regarding approval of
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

2.90
195.00/hr

565.50

6/8/2011 JVC

General Administration
Review revised sale agreement. Correspondence Don Pool regarding
same.
Administration

0.40
195.00/hr

78.00

6/9/2011 JVC

General Administration
Telephone conference Cliff Sadoian regarding bird problem at Facility
and regarding location of operating permit for Facility.
Administration

0.20
195.00/hr

39.00

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

0.20
195.00/hr

39.00

General Administration
Review draft stipulation prepared by Don Pool. Correspondence to
Pool regarding suggested changes. Correspondence to Nannette
Azevedo regarding same.
Administration

0.30
195.00/hr

58.50

General Administration
Review correspondence from Matthew Hoffman, regarding requested
revisions to draft sale agreement. Review agreement with regard to
comments.
Administration

0.30
195.00/hr

58.50

JVC

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

0.50
195.00/hr

97.50

JVC

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

1.60
195.00/hr

312.00

6/10/2011 JVC

JVC

6/14/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
6/15/2011 AEH General Administration
Follow up on email request of 6/6 to Don Pool requesting that he
submit bills from first funds request not received by Terry Long.
Administration

23

Amount

0.20
85.00/hr

17.00

JVC

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

0.30
195.00/hr

58.50

JVC

General Administration
Telephone conference Scott Critchley regarding sale agreement.
Administration

0.10
195.00/hr

19.50

General Administration
Review and revise draft stipulation. Prepare revised budget for
stipulation. Prepare recap of funds advanced personally by Receiver
and funds advanced through the receivership account.
Correspondence Don Pool regarding stipulation.
Administration

3.20
195.00/hr

624.00

General Administration
Review proposed responses by Don Pool to Matthew Hoffman, with
regard to the draft sale agreement with Scott Critchley.
Administration

0.30
195.00/hr

58.50

General Administration
Review draft stipulation. Email Correspondence to Don Pool regarding
same.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Review correspondence from Don Pool and Matthew Hoffman,
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

0.30
195.00/hr

58.50

JVC

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

0.40
195.00/hr

78.00

6/16/2011 JVC

JVC

6/17/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

24

Amount

regarding the permit.
Administration
6/17/2011 JVC

General Administration
Telephone conference Scott Critchley regarding sale.
Administration

0.30
195.00/hr

58.50

General Administration
Read and respond to correspondence from Scott Critchley regarding
inspection of facility. Correspondence Cliff Sadoian regarding same.
Administration

0.20
195.00/hr

39.00

General Administration
Review Inventory; designate items to Exhibits A (real property and
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

1.30
195.00/hr

253.50

General Administration
Correspondence to Don Pool regarding Tulare County Special Use
Permit extension of time.
Administration

0.30
195.00/hr

58.50

General Administration
Office conference Anne Honeycutt regarding status of various
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

0.30
195.00/hr

58.50

JVC

General Administration
Memo to Don Pool regarding property damage insurance coverage.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Telephone conference Scott Critchley regarding sales agreement.
Memo to Don Pool regarding completion of sale agreement and dates
of signing.
Administration

0.40
195.00/hr

78.00

0.40
85.00/hr

34.00

JVC

6/18/2011 JVC

JVC

6/20/2011 JVC

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

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

25

Amount

Administration
6/20/2011 JVC

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

3.60
195.00/hr

702.00

6/21/2011 JVC

General Administration
Review and consider status of extension of time regarding expiration
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

1.60
195.00/hr

312.00

General Administration
Additional correspondence to Don Pool regarding extension of time
application. Telephone conference Scott Critchley regarding same.
Telephone conference Cliff Sadoian regarding same and regarding
meeting Scott Critchley tomorrow at the facility.
Administration

0.50
195.00/hr

97.50

6/22/2011 JVC

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

0.60
195.00/hr

117.00

6/23/2011 JVC

General Administration
Read and respond to Don Pool regarding sale agreement.
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

0.60
195.00/hr

117.00

General Administration
Telephone conference Cliff Sadoian regarding further discussion of
startup of Facility.
Administration

0.20
195.00/hr

39.00

JVC

JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

26

Amount

6/23/2011 JVC

General Administration
Read and respond to Don Pool regarding sale agreement; initial review
of final draft of sale agreement.
Administration

0.30
195.00/hr

58.50

6/24/2011 JVC

General Administration
Research Tulare County website for zoning ordinance regulations
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

1.80
195.00/hr

351.00

JVC

General Administration
Review and sign sale agreement.
Administration

0.80
195.00/hr

156.00

JVC

General Administration
Deliver signed copies of sale agreement to Don Pool office;
Conference Dawn Peel regarding the agreement.
Administration

1.00
97.50/hr

97.50

JVC

General Administration
Review and sign revised copy of sale agreement. Arrange for Delivery
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

0.80
195.00/hr

156.00

6/28/2011 JVC

General Administration
Attention to issues related to the sale of the Facility, including the
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

0.60
195.00/hr

117.00

6/29/2011 JVC

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

1.40
195.00/hr

273.00

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

27

Amount

6/29/2011 JVC

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

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Cliff Sadoian regarding expiration of Special
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

0.30
195.00/hr

58.50

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

0.30
195.00/hr

58.50

General Administration
Telephone conference Cliff Sadoian regarding resolution of Special
Use Permit problem.
Administration

0.10
195.00/hr

19.50

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

0.30
195.00/hr

58.50

JVC

General Administration
Review PACER regarding setting of hearing to approve sale to Scott
Critchley.
Administration

0.10
NO CHARGE
195.00/hr

JVC

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

0.20
195.00/hr

39.00

General Administration
Telephone conference Dan Guerra, Tulare County Environmental
Health regarding renewal of Risk Management Plan for Facility.
Administration

0.20
195.00/hr

39.00

AEH General Administration
Request copy of signed Purchase and Sale Agreement from Sue
Meyers at Chicago Title Co.
Administration

0.10
85.00/hr

8.50

6/30/2011 JVC

JVC

7/1/2011 JVC

7/6/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
7/6/2011 JVC

General Administration
Read draft John Van Curen declaration in support of motion to approve
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

28

Amount

0.80
195.00/hr

156.00

0.20
85.00/hr

17.00

General Administration
Read and respond to email memo from Don Pool regarding changing
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

0.30
195.00/hr

58.50

General Administration
Read and execute John Van Curen Declaration in support of motion for
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

0.30
195.00/hr

58.50

JVC

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

0.60
195.00/hr

117.00

JVC

General Administration
Attention to completion of draft of proposed order regarding the Facility
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

3.70
195.00/hr

721.50

AEH General Administration
Telephone conference Scott Critchley regarding pump tests to be
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

7/7/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

29

Amount

buyer's appearance at the July 13th hearing.
Administration
7/7/2011 JVC

General Administration
Review sale documents filed with Court
Administration

0.40
195.00/hr

78.00

7/8/2011 JVC

General Administration
Attention to sale of Facility. Review and consideration of
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

1.10
195.00/hr

214.50

JVC

General Administration
Telephone conference Cliff Sadoian regarding well tests and present
condition of facility.
Administration

0.20
195.00/hr

39.00

JVC

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

0.80
195.00/hr

156.00

JVC

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

0.70
195.00/hr

136.50

JVC

General Administration
Two Telephone conferences with Cliff Sadoian regarding well test and
regarding information on main well with regard to water quality.
Administration

0.80
195.00/hr

156.00

JVC

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

1.20
195.00/hr

234.00

AEH General Administration
Review bills received for payment for Z & M. Compose transmittal
letter and forward to PACA Trust Trustee and FLBA requesting funding
for payments.
Administration

0.50
85.00/hr

42.50

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
7/13/2011 JVC

31

Amount

General Administration
Telephone conference Greg Archer, Capital Agricultural Properties,
regarding today's hearing regarding sale of Facility.
Administration

0.10
195.00/hr

19.50

General Administration
Prepare for and attend hearing regarding approval of Facility to Scott
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

2.70
195.00/hr

526.50

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

0.20
195.00/hr

39.00

JVC

General Administration
Telephone conference Iris, State Department of Water Resources,
regarding drilling logs for wells on Facility property.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Read and respond to Don Pool communication and draft stipulation
regarding sale of Facility.
Administration

0.20
195.00/hr

39.00

JVC

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

0.50
195.00/hr

97.50

JVC

General Administration
Consideration of potential buyer wanting an extension of the due
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

1.50
195.00/hr

292.50

General Administration
Review correspondence Cliff Sadoian regarding cancellation of
inspection by prospective buyer introduced by Greg Archer, Capital

0.90
195.00/hr

175.50

JVC

7/14/2011 JVC

7/15/2011 JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

32

Amount

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
7/15/2011 JVC

General Administration
Read and respond to Scott Critchley correspondence regarding
delivery of Increased Deposit; Email memo Critchley regarding same.
Administration

0.30
195.00/hr

58.50

JVC

General Administration
Read and respond to Scott Critchley email regarding closing.
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

0.30
195.00/hr

58.50

7/18/2011 JVC

General Administration
Multiple Email memo to/from Cliff Sadoian and Rick Schuil regarding
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

1.30
195.00/hr

253.50

General Administration
Telephone conference Jan Perkins, Perkins Mann & Everett, counsel
for PACA Trust, regarding status of sale.
Administration

0.10
195.00/hr

19.50

0.50
85.00/hr

42.50

General Administration
Telephone conference Scott Critchley regarding sale of Facility.
Administration

0.10
195.00/hr

19.50

General Administration
Read and consider various email from Don Pool regarding collection
and disbursement of sale proceeds and payment of receiver and legal

0.30
195.00/hr

58.50

JVC

AEH General Administration
Prepare blank copy of Purchase and Sale Agreement for John to send
to Ric Shuil for prospective bidder.
Administration
7/19/2011 JVC

JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

33

Amount

fees and expenses; Office conference Anne Honeycutt regarding same.
Administration
7/19/2011 AEH General Administration
Email Terry Long, Trustee for PACA Trust regarding outstanding
payment on invoices.
Administration

0.20
85.00/hr

17.00

AEH General Administration
Review outstanding bills.
Administration

0.20
85.00/hr

17.00

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

0.80
85.00/hr

68.00

JVC

General Administration
Read and respond to correspondence from Don Pool regarding
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

0.90
195.00/hr

175.50

7/20/2011 JVC

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

0.70
195.00/hr

136.50

1.20
85.00/hr

102.00

AEH General Administration
Prepare recap of actual expenses and estimate of expenses. Prepare
billing to FLBA and PACA Trust for current accounts payable as of
7/20/2011. Prepare checks for accounts payable .
Administration
JVC

General Administration
Telephone conference Nannette Acevedo, Powell and Pool, regarding
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

0.90
195.00/hr

175.50

JVC

General Administration
Attend hearing at U. S. District Court regarding Facility sale.
Conference Don Pool, Scott Ivy and others regarding sale.
Administration

1.30
195.00/hr

253.50

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
7/20/2011 JVC

General Administration
Telephone conference Nannette Acevedo, Powell and Pool, regarding
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

34

Amount

0.90
195.00/hr

175.50

0.50
85.00/hr

42.50

0.50
85.00/hr

42.50

General Administration
Telephone conference Scott Critchley regarding access to Facility and
discussion of date of close of escrow.
Administration

0.20
195.00/hr

39.00

AEH General Administration
Telephone conference with Nannette from Don Pool's office regarding
receipts and disbursements and advances by receiver
Administration

0.20
85.00/hr

17.00

0.30
195.00/hr

58.50

0.20
85.00/hr

17.00

0.20
85.00/hr

17.00

7/22/2011 AEH General Administration
Update receipts and disbursements, Old West advances, verify
amount of checks being held.
Administration
AEH General Administration
Receipt in advance from FLBA, process payables checks, updated
receipts & disbursements.
Administration
7/25/2011 JVC

7/28/2011 JVC

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

8/1/2011 AEH General Administration
Contact Scott Critchley regarding transfer of P G & E. P G & E has
been transferred
Administration
AEH General Administration
Contact Eric at AmeriGuard Security regarding termination of security
services. Eric requested notificaiton of last day as soon as Receiver is
notified of closing date.
Administration

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate
8/1/2011 AEH General Administration
Contact Calfornia CA regarding outstanding invoices and termination of
services at week ending 8/5
Administration

35

Amount

0.20
85.00/hr

17.00

AEH General Administration
Updated receipts and disbursements and advances by Receiver to
Receivership.
Administration

0.40
85.00/hr

34.00

AEH General Administration
Updated receipts and disbursements and advances by Receiver to
Receivership.
Administration

0.40
85.00/hr

34.00

AEH General Administration
Review and read text for final accounting, review time and billing,
receipts and disbursements, and advances and print as exhibits to
Final Accounting.
Administration

1.00
85.00/hr

85.00

General Administration
Prepare draft of final report of administration and accounting, review
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

8.10
195.00/hr

1,579.50

General Administration
Review and revise and finalize draft final report and accounting.
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

2.90
195.00/hr

565.50

General Administration
Review and sign "Extension of Time Addendum". Correspondence to
Don Pool regarding same.
Administration

0.30
195.00/hr

58.50

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

0.50
85.00/hr

42.50

JVC

8/2/2011 JVC

JVC

Exhibit C

.

Receivership Estate of ZM Fresh

Page

Hrs/Rate

36

Amount

8/2/2011 JVC

General Administration
Initial review of sales documents forward by Chicago Title Company to
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

3.40
195.00/hr

663.00

8/3/2011 JVC

General Administration
Review sale documents provided by Chicago Title Company. Review
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

1.80
195.00/hr

351.00

1.00
85.00/hr

85.00

AEH General Administration
Review documentation received from Chicago Title for ZM Fresh
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
Telephone conference Rob Hackler, Bruce McAbee, Fresno-Madera
Farm Credit, regarding closing.
Administration

0.10
195.00/hr

19.50

JVC

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

1.10
195.00/hr

214.50

8/4/2011 AEH General Administration
Contact Sue Meyer, Chicago Title, for update on closing. Advise Rob
Hackler at FLBA that 8/5/2011 looks good for closing and recording.
Administration

0.30
85.00/hr

25.50

8/5/2011 AEH General Administration
Contact Rob Hackler regarding closure of escrow so he can notify his
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

1.50
85.00/hr

127.50

For professional services rendered

Exhibit C

219.10

$38,038.50

.

Receivership Estate of ZM Fresh

Page

37

Additional Charges :
Qty/Price

Amount

1
30.01

30.01

416
0.15

62.40

84.3
0.50

42.15

4/30/2011 AEH Reproduction Costs
Photocopy Charges - April 2011

494
0.15

74.10

5/1/2011 AEH Reproduction Costs
Photocopy Charges - May 2011

74
0.15

11.10

6/8/2011 AEH Postage Costs
Postage
Administration

1
0.88

0.88

6/30/2011 AEH Reproduction Costs
Photocopy Charges - June 2011

875
0.15

131.25

AEH Postage Costs
Postage - June 2011

4
0.44

1.76

7/31/2011 AEH Reproduction Costs
Photocopy Charges - July 2011

609
0.15

91.35

AEH Postage Costs
Postage - July 2011

12
0.44

5.28

AEH Postage Costs
Postage - July 2011

12
0.44

5.28

3/18/2011 JVC

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

3/31/2011 AEH Reproduction Costs
Photocopy - March 2011
4/5/2011 JVC

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

Exhibit C

.

Receivership Estate of ZM Fresh

Page

38

Qty/Price
8/5/2011 AEH Reproduction Costs
Reproduction Costs - August 2011

Amount

249
0.15

37.35

Total additional charges

$492.91

For professional services rendered

Exhibit C

219.10

$38,531.41

EXHIBIT D