DAVID R. ZARO (BAR NO. 124334) JOSHUA A. DEL CASTILLO …bicreceivership.com/wp-content/uploads/2017/12/2017.12.15-336... · 15/12/2017 · 4. As a result of my marketing efforts,

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LAW OFFICES Allen Matkins Leck Gamble

Mallory & Natsis LLP

DAVID R. ZARO (BAR NO. 124334) JOSHUA A. DEL CASTILLO (BAR NO. 239015) PETER A. GRIFFIN (BAR NO. 306201) ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 865 South Figueroa Street, Suite 2800 Los Angeles, California 90017-2543 Phone: (213) 622-5555 Fax: (213) 620-8816 E-Mail: [email protected]

[email protected] [email protected]

Attorneys for Receiver DAVID P. STAPLETON

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v. BIC REAL ESTATE DEVELOPMENT, CORP., et al.,

Defendants.

Case No. 1:16-cv-00344-LJO-JLT DECLARATION OF RECEIVER, DAVID P. STAPLETON, REGARDING PROPOSED SALE OF RESIDENTIAL REAL PROPERTY LOCATED AT 2126 KENTUCKY ST., BAKERSFIELD, CA 93305 [Proposed Order submitted concurrently herewith] Ctrm: 4 Judge: Hon. Lawrence J. O'Neill

Case 1:16-cv-00344-LJO-JLT Document 336 Filed 12/15/17 Page 1 of 3

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-2-

LAW OFFICES Allen Matkins Leck Gamble

Mallory & Natsis LLP

DECLARATION OF DAVID P. STAPLETON

I, David P. Stapleton, declare as follows:

1. I am the Court-appointed permanent receiver for Defendants BIC Real

Estate Development Corporation and its subsidiaries and affiliates, including but not

limited to, WM Petroleum; Target Oil & Gas Drilling, Inc.; Tier 1 Solar Power

Company; Tier 1 Solar Power Company, LLC; and Home Sweet Holdings

(collectively, the "Receivership Entities" or "Entities"). I have personal knowledge

of the facts detailed in this Declaration and make this Declaration in support of my

proposed sale of the real property located at 2126 Kentucky St., Bakersfield, CA

93305, assessor's parcel number 138-240-22-00-8 (the "Property").

2. Specifically, and as detailed further herein, I have completed my

marketing efforts for the Property in accordance with this Court's prior Order

Granting Stipulation to Waive Requirements of 28 U.S.C. § 2001(a) and (b) in

Connection with, and to Establish Sales Procedures for, Receiver's Sales of

Residential Real Property (the "Pre-Sale Order") (Dkt. No. 93) and the sales

procedures (the "Sales Procedures") established therein, and now respectfully

request that the Court enter an order authorizing and approving my proposed sale of

the Property.

3. On or about September 2016, and as authorized by the Pre-Sale Order,

I engaged Vincent Breeding of Watson Realty ERA ("Broker") as my real property

broker for the purposes of marketing the Property in anticipation of a sale of the

Property out of receivership. In conformity with my instructions, Broker has

marketed the Property in a manner consistent with ordinary custom and practice for

sales of residential property, including via a Multiple Listing Service listing and a

public showing.

4. As a result of my marketing efforts, I have received an offer from Omar

Reyes and Orlando Reyes, third parties unaffiliated with the Receivership Entities

("Buyers"), to purchase the Property out of receivership, for a purchase price of



EXHIBIT “A”

(Purchase and Sale Agreement “PSA”)

Exhibit A - Page 4

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ORDER APPROVING AND AUTHORIZING RECEIVER'S SALE OF REAL PROPERTY 1057348.02/LA -1-

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v. BIC REAL ESTATE DEVELOPMENT CORPORATION and DANIEL R. NASE, individually and d/b/a BAKERSFIELD INVESTMENT CLUB,

Defendants, BIC SOLO 401K TRUST and MARGARITA NASE,

Relief Defendants.

Case No. 1:16-cv-00344-LJO-JLT [PROPOSED] ORDER AUTHORIZING RECEIVER'S SALE OF REAL PROPERTY LOCATED AT 2126 KENTUCKY ST., BAKERSFIELD, CA 93305 Ctrm: 4 Judge: Hon. Lawrence J. O'Neill

ORDER

In accordance with its September 19, 2016 Order Granting Stipulation to

Waive Requirements of 28 U.S.C. § 2001(a) and (b) in Connection with, and to

Establish Sales Procedures for, Receiver's Sales of Residential Real Property (the

"Stipulation") and the sales procedures approved therein (the "Sales Procedures"),

this Court has reviewed the December 12, 2017, Declaration of David P. Stapleton,

the Court-appointed receiver (the "Receiver") regarding his proposed sale of the real


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property located at and commonly known as 2126 Kentucky St., Bakersfield, CA

93305, assessor's parcel number 138-240-22-00-8 (the "Property"). The legal

description for the Property is as follows:

All that certain real property in the County of Kern, State of California, described as follows: The West 50 feet of the East 230 feet of the Block 408 of the Pacific Improvement Company’s Subdivision, in the County of Kern, State of California, as per map filed May 10, 1901 in Book 1, Page 51 of Maps, in the Office of the County Recorder of said County. Except the North 170 feet. Also except the South 20 feet thereof.

APN: 138-240-22-00-8

Having confirmed the Receiver's compliance with the Sales Procedures, and

the 15-day notice period provided for in the Stipulation having lapsed without

objection to the Receiver's proposed sale of the Property, this Court orders as

follows:

1. The terms of the purchase and sale agreement, and all attendant

documents (collectively, the "PSA"), by and between the Receiver and Omar Reyes

and Orlando Reyes ("Buyers") in connection with the Receiver's proposed sale of

the Property to Buyers are approved;

2. The Court ratifies the Receiver's execution of the PSA and authorizes

the Receiver to perform all of his obligations under the PSA;

3. The Receiver is authorized to sell the Property to Buyers or Buyers’

designee, as contemplated in the PSA, in exchange for the aggregate sum of

$130,000 subject to the applicable terms of this Order;

4. The Receiver is further authorized to pay any commissions provided

for in the PSA in connection with the consummation of the sale of the Property;

/ / /


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5. In accordance with the terms of the PSA, and without limiting those

terms, Buyers or Buyers’ designee shall purchase the Property on an "as-is / where-

is" basis, without any representations or warranties whatsoever by the Receiver and

his agents and/or attorneys including, without limitation, any representations or

warranties as to the condition of the Property, except as expressly set forth in the

PSA. Buyers or their designee is responsible for all due diligence, including but not

limited to inspection of the condition of and title to the Property, and is not relying

on any representation or warranty of the Receiver, except as expressly set forth in

the PSA;

6. In the performance of his obligations pursuant to this Order, the

Receiver's liability in connection with the PSA and the sale of the Property to the

Buyers shall be limited to the assets of the receivership estate (the "Estate").

Neither the Receiver nor his professionals shall have any personal liability for

claims arising out of or relating to the performance of any actions necessary to

complete the sale of the Property as provided for herein;

7. Provided Buyers or Buyers’ designee consents, in writing, the Receiver

is hereby authorized to amend or otherwise modify the PSA, in writing, as necessary

to complete the sale of the Property in the event that the Receiver determines, in his

reasonable business judgment, that such amendment or modification is reasonable

and necessary, will benefit the Estate, avoid the imposition of any liability upon the

Estate, or is required pursuant to the terms of the PSA or any other amendment or

modification thereto, provided that any such amendment or modification does not

change the material terms of the contract, including the parties to the PSA and the

purchase price for the Property;

8. The Receiver is hereby authorized to take all actions and execute all

documents necessary to consummate and otherwise effectuate the sale of the

/ / /

/ / /


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Property to Buyers or Buyers’ designee, including, but not limited to, the PSA itself,

any other documents required to be executed pursuant to the PSA, and any related

documentation, escrow instructions, or conveyance documents consistent with

selling and conveying title to the Property to Buyers or Buyers’ designee. The

Receiver shall execute all documents necessary to consummate and otherwise

effectuate the sale of the Property as "David P. Stapleton, Court-appointed receiver"

or any reasonable variation thereof which clearly identifies the Receiver as a court-

appointed receiver;

9. The Receiver is hereby authorized to execute and acknowledge a

receiver's deed, or similar instrument, conveying title to the Property to Buyers or

Buyers’ designee (the "Receiver's Deed") to effectuate the conveyance, and cause

the Receiver's Deed to be recorded on the date on which close of escrow occurs

pursuant to the terms of the PSA, or as determined by and between the Receiver and

Buyers or Buyers’ designee;

10. Any licensed title insurer may rely on this Order as authorizing the

Receiver to transfer title to the Property as provided in the PSA and as authorized

herein;

11. This Court shall retain jurisdiction over any dispute involving the

Receiver in connection with the sale of the Property; and

12. The Receiver shall provide Buyers or Buyers’ designee with a certified

copy of this Order, as entered by the Court, directly or through escrow, at least five

(5) days before Close of Escrow, or as provided for in the PSA, and Buyer or

Buyer's designee shall acknowledge receipt of a copy of this Order, in writing. A

certified copy of this Sale Order may be recorded concurrently with the Receiver's

Deed or at any time before the close of escrow, provided, however, that failure to

record this Order shall not affect the enforceability of this Order, the enforceability

/ / / / / /


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and viability of the PSA, or the validity of the Receiver's Deed.

SO ORDERED.

Dated: Hon. Lawrence J. O'Neill Judge, United States District Court


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1091007.29/LA

- 1 -

PROOF OF SERVICE

Securities and Exchange Commission v. BIC Real Estate Development Corporation and Daniel R. Nase, et al. USDC, Eastern District of California – Case No. 1:16-cv-00344 (LJO) JLT

I am employed in the County of Los Angeles, State of California. I am over

the age of 18 and not a party to the within action. My business address is 865 S.

Figueroa Street, Suite 2800, Los Angeles, California 90017-2543.

A true and correct copy of the foregoing document(s) described as:

DECLARATION OF RECEIVER, DAVID P. STAPLETON, REGARDING

PROPOSED SALE OF RESIDENTIAL REAL PROPERTY LOCATED AT

2126 KENTUCKY ST., BAKERSFIELD, CA 93305; [PROPOSED] ORDER RE

SALE will be served in the manner indicated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC

FILING ("NEF") – the above-described document will be served by the Court

via NEF. On December 15, 2017, I reviewed the CM/ECF Mailing Info For

A Case for this case and determined that the following person(s) are on the

Electronic Mail Notice List to receive NEF transmission at the email

address(es) indicated below:

John Brian Bulgozdy [email protected],[email protected],[email protected]

James M. Duncan [email protected],[email protected]

Barry L Goldner [email protected],[email protected],[email protected]

Peter Allen Griffin [email protected]

James Robert Harvey [email protected]

Matthew C. McCartney [email protected]

Noel Thomas McCartney [email protected],[email protected],[email protected]

Matthew Thomas Montgomery [email protected],[email protected],[email protected]

David P. Stapleton [email protected]

Manuel Vazquez [email protected]

Scott Vick [email protected],[email protected]

David Robert Zaro [email protected],[email protected]


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1091007.29/LA

- 2 -

Joshua A. del Castillo [email protected]

2. SERVED BY U.S. MAIL: On December 15, 2017 , I served the person(s)

and/or entity(ies) on the attached service list and/or listed below, in this case

by placing a true and correct copy thereof in a sealed envelope, U.S. Mail first

class addressed as stated on the service list. I am readily familiar with this

firm's practice of collection and processing correspondence for mailing. It is

deposited with the U.S. postal service on that same day in the ordinary course

of business.

Franchise Tax Board (FTB)

P.O. Box 2952

Sacramento, CA 95812-2952

Via U.S. Mail

Internal Revenue Service

880 Front Street

San Diego, CA 92101-8869

Via U.S. Mail

I declare that I am employed in the office of a member of the Bar of this Court

at whose direction the service was made. I declare under penalty of perjury under the

laws of the United States of America that the foregoing is true and correct. Executed

on December 15, 2017 at Los Angeles, California.

/s/ Martha Diaz Martha Diaz


Documents

DAVID R. ZARO (BAR NO. 124334) JOSHUA A. DEL CASTILLO …bicreceivership.com/wp-content/uploads/2017/12/2017.12.15-336... · 15/12/2017 · 4. As a result of my marketing efforts,