FILED

TULARE COUNTY SUPERIOR COURT
VISALIA DIVISION

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TIM WARD
TULARE COUNTY DISTRICT ATTORNEY
TREVOR HOLLY. DEPUTY DISTRICT ATTORNEY
SBA#226564
221 S. MOONEY BLVD., ROOM 224
VISALIA. CA 93291
TELEPHONE: (559) 636-5494
FAX: (559)730-2658

jAN

07 2019

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Attorneys For Real Party In Interest

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TULARE COUNTY SUPERIOR COURTS

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S PATE OF CALIFORNIA, VISALIA DIVISION

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In Re SEARCH WARRANT #013487

CASE N O :_________________

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YORA1 BENZEEVI,

DECLARATION OF TREVOR HOLLY
IN SUPPORT OF PEOPLE’S
OPPOSITION TO MOVANTS MOTION
TO SUPPRESS

Moving Parly,

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v.

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SUPERIOR COURT OF THE COUNTY OF
TULARE,

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Respondent,
TULARE COUNTY DISTRICT ATTORNEY,
Date: January 22. 2019
Time: 8:30
Dept: 13

Real Part in Interest.

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I, Trevor Holly, Deputy District Attorney, declare:

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1 am an attorney licensed to practice in the State of California and I am the Deputy District

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Attorney assigned to the above-captioned action. I have personal knowledge of the facts
stated here, and. if called upon to do so, could and would testify competently as follows:

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1. Attached as Exhibit #1 is a true and accurate copy of the Reporters Transcript for
tfo
the hearing on this case held on November 9 ,2018.

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REAL PARTY IN INTEREST S RESPONSE TOSIJRRKPLY

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2. Attached as Exhibit #2 is a true an accurate copy of documents received from the

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Secretary of State regarding Tulare Asset Management, LLC. Certified copies are

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being held as evidence for the hearing.

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3. Attached as Exhibit #3 is a copy of the Deed of Trust filed by Dr. Benzeevi against

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TRMC on September 28lh, 2017.

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4. Attached as Exhibit #4 is a true an accurate copy of the video of the TLHCD Board

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Meeting held on 06/28/17.
5. Attached as Exhibit #5 is a true and accurate copy of the organizational certificate
obtained via search warrant from Celtic.
6. Attached as Exhibit #6 is a true and accurate copy of the Opinion of Counsel
obtained via search warrant from Celtic.
7. Attached as Exhibit #7 is a true and accurate copy of the signature card for the
Tulare Asset Management Account, obtained from Chase Bank via search warrant.
8. Attached as Exhibit #8 is a true and accurate copy of the Investigative Audit Report
prepared by the California Department of Justice.
9. Attached as Exhibit #9 is a true an accurate copy of a July 24th, 2018 declaration by
Y. Benzeevi filed in Federal Bankruptcy Case 17-013797. A certified copy is being
held in evidence for the hearing.
10. Attached as Exhibit #10 is a true and accurate copy of an October 14th, 2018
declaration by Y. Benzeevi made in Federal Bankruptcy Case 16-10015. A certified
copy is being held in evidence for the hearing.
11. Attached as Exhibit #11 is the Purchase/! .easeback Agreement and Bill of Sale
obtained via search warrant form Celtic.

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These documents are submitted under seal pursuant to the sealing order previously obtained
by the movant in this case.

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DECLARATION OF TREVOR J. HOLLY REGARDING NOTICE OF EX PARTE APPLICATION

~2~

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I declare under penalty o f perjury under the law s o f the State o f California that the foregoing
is true and correct.
Dated: January 7th, 2019

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TREVOR J. HOLLY
Declarant

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II
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DECLARATION OF TREVOR J. HOLLY REGARDING NOTICE OF EX PARTE APPLICATION

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EXHIBIT #1

Re: SEARCH W ARRANT
VS W 013487
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IN THE SUPER I O R COURT OF THE STATE OF C A L I F O R N I A

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August 2 2 ,2 0 1 8

IN A N D FOR THE C O U N T Y OF TULA R E
D E P A R T M E N T 13

H O N O R A B L E J O H N P. BIANCO,

JUD G E

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-oOo-

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IN T HE M A T T E R OF

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In Re: SE A R C H W A R R A N T
NO. 013487 E X E C U T E D O N
A U G U S T 22, 2018.

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NO.

V S W 013487

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R u l i n g o n Moti o n s

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Visalia,

California

N o v e m b e r 9, 2018

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CERTIFIED
TRANSCRIPT

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RE P O R T E R ' S T R A N S C R I P T
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Pages

(1 - 40)

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R e p o r t e d by:

K I M B E R L E Y A. WERTH,

CSR #11513,

RPR

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Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

Page 2

August 22, 2018

APPEARANCES:

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For the Distr i c t A t t o r n e y ' s Office:
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T I M WARD, D I S T R I C T A T T O R N E Y
BY: T R E V O R HOLLY, D E P U T Y
Co u n t y Civic Center, R o o m 224
Visalia, C a l i f o r n i a
93291

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For Yorai B e n z e e v i :
WANGER, JONES, HELSLEY, PC
A t t o r n e y at La w
BY: O L I V E R W A N G E R
BY: P E T E R M. JONES
265 East R i v e r Park Circle,
Fresno, Ca l i f o r n i a
93720

Suite 31

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KEKER, V A N N E S T & PETERS, LL P
A t t o r n e y s at L a w
BY: E L L I O T R. PETERS
BY: B E V A N A. DO W D
BY: A J A Y K R I S H N A N
633 B a t t e r y Street
Sa n Francisco, C a l i f o r n i a
94111-1809

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Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VSW 013487

August 22.2018

Superior Court of the State of California
County of Tulare

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12-18-2018 8:00AM

 Re: SEARCH W ARRANT
V S W 013487

August 22, 2018

Page 4

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November 9, 2018 - AFTERNOON SESSION

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{Open Court - 2:10 p.m.)

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THE COURT:

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MR. PETERS:

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MR. HOLLY:

Good afternoon.

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THE COURT:

Counsel, state your appearances.

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MR. HOLLY:

Trevor Holly for the People.

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MR. KRISHNAN:

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MR. PETERS:

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M S . DOWD:

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MR. WANGER:

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Good afternoon.
Good afternoon, your Honor.

Ajay Krishnan for Dr. Benzeevi.
Elliot Peters for Dr. Benzeevi.

Bevan Dowd for D r . Benzeevi.
Oliver Wanger and Peter Jones for

HCCA and D r . Benzeevi.

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THE COURT:

Mr. Jones, if you wish to pull up

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MR. JONES:

I'm okay.

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THE COURT:

I've reviewed all of the pleadings

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a chair.

in the matter.

I have reviewed the citations.

Is there anything else that counsel wishes to

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indicate on this matter?

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no, I take that back, it is your motion.

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MR. PETERS:

Mr. Holly first -- actually,

However your Honor wants to

proceed.
THE COURT:

I'll hear from you, Counsel.

Let

me get my realtime up.
(Pause in the proceedings.)
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

MR. PETERS:

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August 2 2 ,2 0 1 8

Page 5

We'll do our best to make

ourselves understandable.
Your Honor, I understand that w e ’ve submitted

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a substantial amount of paper, including evidence,

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case citations, and so on.
I have here with me, and I prepared, a short

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presentation based on a handful of exhibits, which are

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exhibits that your Honor has, but we've pulled out the

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text that we think is relevant.

I think it would be

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helpful to your Honor if I walk through them for 10 or

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15 minutes to help the Court understand what we

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believe are the key facts.
For example, some of the provisions from the

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Management Services agreement between HCCA and the

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District, a document which is very important but which

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wasn't even discussed in the affidavit.

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referenced in one throwaway line.

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if -- I think it would be helpful to your Honor.

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know what's best helpful for you.

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it together, and I'd like to walk you through it, and

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I think it would help.
THE COURT:

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It was

So I believe that
You

That's why we put

Well, this has to do with whether

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or not the property seized should be returned,

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correct?

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MR. PETERS:

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There is also the sealing issue, but I was

Correct.

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
V S W 013487

August 22, 2018

Page 6

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going right to the substantive motion.

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however you want to proceed is the way we'll proceed.

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THE COURT:

Of course,

As I see it -- and as I see the

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issue with regard to the property to be returned, I

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don't believe that I can rule as a matter of law that

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no crime was committed, so, therefore -- I think I

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understand why you're wanting to go through those

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things, that's a factual determination which, under

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McGraw and -- I'll mispronounce the other case --

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Ensoniq, E-N-S-O-N-I-Q, there should be an evidentiary

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hearing.

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Although, I'll be more than willing to

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consider your documents.

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show as a matter of law that no crime has been

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Unless you indicate those

committed, I don't know that it will help for purposes
of this hearing.
MR. PETERS:

Your Honor, as I understand the

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proper legal standard, I don't think we have to prove

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as a matter of law no crime was committed.

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have to do is demonstrate that the People can't show

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by a preponderance of the evidence that a crime was

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committed.

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think that's a significant difference in this case.

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What we

I ’m not trying to split hairs, but I do

Boy, your Honor, if I -- if you give me a few

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minutes to walk you through some of these documents, I

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think it will help you understand the nature of the
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VSW 013487

Page 7

August 2 2 ,2 0 1 8

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contractual agreements here and how statements were

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presented to you in this affidavit were false,

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reckless, and misleading.

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were misled.

I really do think that you

I understand you’re the judicial officer who

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issued this warrant, but we didn't have the chance to

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appear ex parte at the time that it was presented to

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you.

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like the opportunity to do it.

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You were given an affidavit.

And I really would

Maybe I can't change your mind, if that's what

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you're saying, but I'd like the chance to try.

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very least, I think it will be helpful to your Honor

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if we have an evidentiary hearing to have an

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understanding of what the evidence is.

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At the

This isn't a long and involved thing I'm

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proposing, it's just walking through some of these

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provisions and -- but I really think it would help to

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look at them.

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But to look at portions of the Management Services

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agreement, this resolution 852, to understand the

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legal advice that was given by the District's lawyer,

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an agent for the District.

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D r . Benzeevi1s lawyer.

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There's only a couple of documents.

The affidavit says he was

And so some of these facts, I really do

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think -- I came a long way today and I'd like to at

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least have the opportunity to persuade you.
Superior Court of the State of California
County of Tulare

And I

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VS W 013487

August 2 2 ,2 0 1 8

Page 8

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won't waste your time.

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you'll say sit down, counselor, and I'll do that.

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THE COURT:

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indicating.

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in your pleadings.

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If I do waste your time,

I understand factually what you're

I understand factually what you've stated

The problem I have is that under McGraw and

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Ensoniq, it seems to be that it's contemplated there's

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an evidentiary hearing.

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as a matter of law -- and I haven't seen anything that

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indicates - - n o case law that indicates as a matter of

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law D r . Benzeevi did nothing wrong, did nothing

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criminal, I can't -- I can't trump the People's right

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to an evidentiary hearing.

And unless you can indicate

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Does that make sense?

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MR. PETERS:

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I understand what you're saying,

your Honor, but I respectfully disagree.
If your Honor is satisfied based on the

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documents that are submitted to your Honor, which

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can't possibly be contested that the People can't show

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by a preponderance that a crime was committed, that

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there wasn't probable cause at the time your Honor

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issued the search warrant, or that you were misled in

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a way which makes this warrant subject to being

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quashed, this warrant is invalid and the seizure --

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and the freezing of this account should be undone.

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I believe that I can satisfy -- I believe I
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VS W 013487

August 22, 2018

Page 9

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can convince you of that based on looking at a couple

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of documents.

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THE COURT:

Mr. Holly.

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MR. HOLLY:

Your Honor, I believe that

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Mr. Peters' argument is based on an erroneous

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understanding of what a hearing is.

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where one side presents a couple of documents. A

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hearing is where both sides present evidence.

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he's essentially asking is to start a hearing today,

A hearing is not

What

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end it before the People can present any evidence.

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And that's not the law.
The law says that we're entitled to a hearing

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wherein both sides -- the definition of a hearing is

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that both sides are allowed to present evidence.

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We'll submit on that.

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MR. PETERS:

Your Honor, one of my

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arguments -- if Judge Wanger wants to speak, I'll let

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him.

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MR. WANGER:

If I could simply say this:

We

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believe that if you have a full understanding of the

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context in which the authorizing documents which

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caused the transfers of money which are being argued

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to be contraband, stolen money, you don't need to hear

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anything but the documents that -- they were approved,

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advised, and authorized by the counsel, the District's

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counsel -- and that there were millions of dollars
Superior Court of the State of California
County of Tulare

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12-18-2018 8:00AM

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V S W 013487

Page 10

August 22, 2018

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owed to Dr. Benzeevi secondarily, but to HCCA who was

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the management company, that money was validly repaid.

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There was nothing improper about that and that is the

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end of it.

This, as a matter of law, never gets

there.
You have, quite frankly, not been provided
evidence about, quite frankly, the relationship, the

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work that was done, the millions of dollars that were

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loaned to the District and owed to HCCA and

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Dr. Benzeevi.

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about essentially the way the District was operated.

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You have not been told, quite frankly,

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Instead, we have all of these pejorative

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terms -- thieves, stolen, harming the District.

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if Mr. Elliot is given the opportunity to explain

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this, it's not going to take long, but I do believe as

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a matter of law when you see it and understand it,

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there1s only one result.

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And

And I understand the consequences of a

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hearing, and the right to a hearing, but we don’t get

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to a hearing in this case.

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evidence that has either been misrepresented or

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omitted for your consideration.

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affidavit that's heavily redacted was presented to

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you, you were affirmatively misled here.

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exactly what I'm saying and what I'm saying is true.

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That's how strong the

When this so-called

I know

Thank you very much.
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

MR. HOLLY:

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Page 11

August 22, 2018

Your Honor, first off, everything

that they mentioned was addressed in their motion, it

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was also addressed in our response.

The idea that

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Dr. Benzeevi had the legal right to sell $3 million of

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taxpayer property and give the money to himself is

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simply ludicrous.

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authorized that or not because that's a violation of

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Doesn't matter whether the contract

Government Code 1090.

A public employee may not

engage in a self-interested transaction, period.
The second, as Mr. Wanger said,'he talked

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about presenting evidence.

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hearing.

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side in a public hearing gets to present evidence and

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the other side doesn't.

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is to let them present evidence and then make a

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decision just based on that.

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Presenting evidence is a

In law, there is no place where only one

What they're asking you to do

If we want to start the hearing today, we can

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start the hearing today and we'll put on witnesses and

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we'll try to put on evidence and we'll just go.

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the idea that they're going to read a few excerpts of

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a contract and present that as evidence and that's it,

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that's not a ruling based on the law, that's letting

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them have their own little private hearing.

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MR. PETERS:

But

Your Honor, what Mr. Holly just

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said is completely false.

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resolution 852 and the plain language which

It's contradicted by

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

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VS W 013487

Page 12

August 22, 2018

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contradicts what he said about Dr. Benzeevi's right to

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engage in this Celtic loan is contradicted by a

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document, which is a public resolution.

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The documents -- we've submitted evidence to
your Honor with declarations which authenticate them.

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Courts constantly, every day in this building,

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consider evidence that is documentary evidence that is

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submitted in written form.

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You don't have to have 20

witnesses come in for the Court to consider

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documentary evidence, the authenticity of which is

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undisputed.

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And the management agreement, resolution 852,

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some of the correspondence that we submitted, it's

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authentic, it's undisputed, and you don't need to go

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further than that.

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For this prosecutor to tell you just now that

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there's nothing that authorized Dr. Benzeevi to enter

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into this loan and pledge county property, resolution

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852 says that the board acknowledges and agrees that

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all property, real and personal equipment, may be used

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as security for any loan obtained pursuant to this

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resolution.

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They keep making statements which are

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contradicted by these documents, and we can prove it.

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And here we are in your Honor's court, I'm asking for

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15 minutes to walk you through the documents.
Superior Court of the State of California
County of Tulare

I would

12-18-2018 8:00AM

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VS W 013487

Page 13

August 22, 2018

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think if we're going to have a hearing, Mr. Holly

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would be glad to see what we think our key evidence

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is, and it would be helpful to your Honor.
Why are we arguing about this instead of

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talking about the evidence?

If I can't persuade you,

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then I can't.

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about theft and thief and so on.

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serious accusations too, that they withheld

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information and they misrepresented that to your

They keep making serious allegations

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Honor.

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authenticity is undisputed.

We're making some

I want to demonstrate to you.

Their

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What is the problem with doing that?

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THE COURT:

Because, as I've indicated, I

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believe that a hearing is appropriate, unless you can

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convince me as a matter of law -- and you have

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provided me with no citations, no legal authority that

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says that, as a matter of law, no crime has been

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committed.

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What you're asking to do is present factual

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evidence that no crime has been committed.

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different than a legal standard that no crime has been

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committed and supports both parties' position that an

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evidentiary hearing pursuant to 1539 and 1540 of the

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Penal Code is appropriate based on McGraw and based on

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Ensoniq.

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MR. PETERS:

That is

Your Honor, what I'd like is the

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

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VS W 013487

Page 14

August 22, 2018

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opportunity to persuade you that, as a matter of law,

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no crime was committed based upon documents.

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authenticity isn't in dispute and can't be in dispute.

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The

How can you -- if you have a contract which

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entitles you to do something with money, how can you

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then be accused -- if you do something that the

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contract expressly permits -- of having stolen money

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from the other contracting party when what you did was

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expressly permitted by the contract?

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That's what this

case is about.
When they got this warrant, they didn't tell
you anything about what that contract said.

And I'd

like -- I honestly believe if we walk you through

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these documents and show you the facts, we can satisfy

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you that there can't be -- whatever the standard is,

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they prove it by a preponderance, which I think is the

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standard -- probable cause, as a matter of law.

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as a matter of law that no crime was committed has to

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apply to facts to the law.

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I want to show you the facts so we can apply

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the facts to the law.

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These are just documents.

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But

THE COURT:

They can't be in dispute.

They are in dispute.

They are in

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dispute because the People believe that the facts are

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different.

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you have a hearing.

When the facts are in dispute, that is why

Superior Court of the State of California
County of Tulare

12-18-2018 S:00AM

 Re: SEARCH W ARRANT
V S W 013487

August 22, 2018

MR. PETERS:

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Page 15

These facts aren't in dispute,

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your Honor.

These are -- these are the contents of

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documents.,

They can get up and say that document is

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in dispute.

They can argue that it means something

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else.

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and the District, that's just plain what it says.

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What it says?

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it says.

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money went?

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But what it says in the contract between HCCA

Resolution 852, that's just plain what

What bank account shows about where the
That's just -- that can't be disputed.

That1s evidence.
Here, their tracing argument of a variety of

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money goes into this account, most of it comes out

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under the information we've submitted to you about

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proper accounting standards.

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matter of law that that money that they seized from

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the account is stolen property, but they assert that.

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They can't say as a

They have gave you in this declaration a

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statement from a detective with absolutely no training

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in accounting that under proper accounting standards,

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whatever they are, he could trace this money, and

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we've shown you that is not true.

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What happened to the money?

These are facts

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that aren't subject to dispute.

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hearing to determine whether the Management Services

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agreement is really the agreement.

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what its contents are.

We don't need a

Everybody knows

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

Page 16

August 22, 2018

But it's a long document and I want to point

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out to you what portions of it establish what they

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allege is a crime can't possibly be a crime.

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basis for seizing this money and freezing this bank

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account is the allegation that the money was stolen.

The only

And the Celtic loan transaction was authorized

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by a resolution.

And the movement of the money, HCCA

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was authorized to sweep every one of the District's

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bank accounts every day.

The money -- they tell you

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the money was transferred into Dr. Benzeevi's bank

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account.

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Tulare Asset Management account, which they were

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authorized to put money in and they used to run the

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District's money.

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agreement authorizes all of that.

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you all that.

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It went into an account that was filed as

And the Management Services
They didn't tell

They act like it's all so nefarious.

I think

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we would have helped the Court if I'd shown you these

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excerpts from these documents to make our point.

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Mr. Holly can respond if he can respond on the

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substance.

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present factual information that's undisputed and try

23

to convince you as a matter of law there can't be a

24

crime here, I don't understand the point.

25
26

To come all this way and not to be able to

THE COURT:
it is disputed.

And Mr. Holly -- the point is that

That's what Mr. Holly has indicated
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in his pleadings, it is disputed.
And, quite frankly, Counsel, we have lots of
litigation in this building over contract and
interpretation of contract.

So for you to indicate to

me that simply because the contract says one thing, it
makes it as a matter of law, I've asked you -- this
will be the third time - - d o you have any legal
authority to say that no crime has been committed?
MR. PETERS:

I think the legal authority is

the factual information that -- to decide that no
crime has been committed, your Honor, you have to
apply a set of facts to the legal standard, and we all
know what the legal standard is for theft.

I'd like

to show you that, as a matter of law, no crime has
been committed.

But in order to do that, I have to

show you facts.
They don't dispute what the Management
Services agreement says.
resolution 852 says.
significance.

They don't dispute what

They make arguments about their

There’s no dispute about what those

documents say.
I just want to point out to your Honor the
salient portions of the documents so you can consider
them.

I believe when you do, you'll find, based on

any standard, including the standard that no crime has
been committed, you're going to conclude that.
Superior Court of the State of California
County of Tulare

If you

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August 22, 2018

1

see the contract and think about it, I think you'll

2

agree with us.

3

THE COURT:

I will respectfully decline to

4

look at the documents.

5

Anything else?

6

MR. PETERS:

7
8
9

Your Honor doesn't want to see

the evidence?
THE COURT:

Because I believe that is a

factual issue that is more appropriate for an

10

evidentiary hearing.

11

matter of law, I can find no crime has been committed.

12

I do not believe that, as a

It is the District Attorney's burden to show

13

by a preponderance of the evidence that the funds that

14

were put into that account were obtained unlawfully.

15

And both parties have indicated that the appropriate

16

remedy is a hearing under McGraw and Ensoniq, and I

17

believe that's where we're headed.

18
JL9
20

Is there anything else on any other issues
that you wish to address.
MR. WANGER:

With the greatest respect, there

21

is no way to reach a legal conclusion in this case

22

without applying facts.

23

hundred percent with you.

24

indisputable, if there is no argument about the

25

meaning of those facts, that establishes the authority

26

for everything that was done as a matter of law.

However, I agree a
If those facts are

Superior Court of the State of California
County of Tulare

That

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August 22, 2018

1

is what Mr. Elliot is attempting to show you because

2

it is not only the truth, but it is reality.

3

have had a distortion which is based on -- I won't go

4

there.

And we

But the bottom line is the basis for the

5

6

agreement is absolutely undisputed.

It was authorized

7

by a majority of the board of directors after their

8

own lawyers explained to them exactly what it was

9

doing and what was happening.

And then, essentially,

10

the loan was made, the dollars were swept into the

11

account where they're supposed to go, and they were

12

paid to HCCA.

They didn't go directly to

13

Dr. Benzeevi.

Dr. Benzeevi himself had loaned

14

millions of dollars to this District to keep the doors

15

open to save it, quite frankly.

16

But the language itself, when you apply the

17

law, is indisputable and your finding would be as a

18

matter of law.

19

we can't require you to.

20

representing to you that I earnestly believe that is

21

the conclusion you will reach if you simply consider

22

it.

23
24

I respect if you don't want to do it,

THE COURT:

But I am in good faith

I've considered the argument of

counsel.

25

Anything else that counsel wish to address?

26

M R . PETERS:

Yes, your Honor.

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Page 20

There's an issue of sealing that's been

2

raised, and we're very frustrated about that because

3

we submitted information with a motion to have it be

4

filed under seal, and all of the pleadings have been

5

maintained by your Honor in Chambers, or in your own

6

filing system.

7

publicly.

8
9

They haven't been filed with the clerk

But the People then just gave their brief to
people for posting on the Internet.

The People's

10

brief, and a lot of the information that was

11

confidential and we thought should be filed under

12

seal, it was posted on someone's Facebook account.

13

There was a link to our brief.

14

there's a motion to seal pending a litigation,

15

just putting something up on the Internet.

16

what the People have done here.

17

I never heard of when

That's

Then after doing that, they wrote in their

18

most recent brief, ironically, "The movant's admission

19

that such record was made available to the public only

20

calls for the denial of the sealing order."

21

Their view on the sealing order is, well,

22

since we gave it to some of our allies in the

23

community who posted it on a Facebook page and put a

24

box link to our brief, which wasn't filed publicly but

25

given to your Honor, I guess the issue is moot because

f6

they'd certainly violated the spirit of a sealing

i
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2

order.

Page 21

August 22, 2018

That concerns us greatly, your Honor.
There is the issue of sealing.

We understand

3

the public's right of access to a proceeding, but we

4

also understand an individual's right of privacy under

5

the Constitution.

6

bank records as part of the O'Bryan declaration, and

7

those should be sealed.

8
9

Some of this is private financial

But at some point, your Honor, and maybe this
is the time, there should be a file established for

10

this matter so that there's some kind of orderly

11

filing, so there's a case number.

12

exactly how your Honor wants to handle that

13

housekeeping issue, but we're concerned about the DA's

14

public disclosure of information that we've sought and

15

asked the Court to seal.

16

THE COURT:

I don't know

Is it your contention that the

17

District Attorney disclosed specific financial account

18

numbers and other information that you'd asked to be

19

sealed in your request?

20

MR. PETERS:

21

Specific balance information -- not an account

Yes.

22

number, but specific balance information, as of

23

different dates in the account.

24

motion to seal.

25

specific financial information about balances in

26

Dr. Benzeevi's account while the motion was pending

That was part of our

The motion to seal was broader.

Superior Court of the State of California
County of Tulare

But

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August 22, 2018

1

before your Honor.

They give it to someone who puts

2

it on Facebook and give the entire brief while --

3

there's a link to it -- while it hasn't been filed

4

publicly.
THE COURT:

I'll hear from Mr. Holly on that

7

M R . HOLLY:

Yes.

8

So, your Honor, I think the first mistake

5

6

9

issue.

that's made is all the documents and filings in this

10

case are private.

They're not.

These are all public

11

documents.

12

difficult to pull.

13

since your Honor opened up the Court, none of that is

14

under seal.

They don't have a case number so they're
Every motion that's been filed

15

The other thing is, because they requested,

16

say, the declaration of J. Duross to be under seal.

17

can’t use anything that's in J. Duross' declaration

18

that's the source of the information.

19

The balance of the account?

The source of

20

that information was the investigation.

21

information way before any motion was ever filed in

22

this case.

23

We had that

And the idea that they can silence the

24

District Attorney's Office by filing a motion to seal

25

on such a broad basis is crazy.

26

I

In addition, the idea that they somehow -Superior Court of the State of California
County of Tulare

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Page 23

1

it's improper for us to give our motion to the victims

2

in this case, which we have an obligation to do under

3

Marsy's Law, if they ask us for case information?

4

is a public document.

5

get it from the court because of a lack of a court

6

number.

7

It

It's just difficult to go and

There's nothing improper with that.
MR. PETERS:

They had no trouble redacting the

8

affidavit that they gave to us, which they asked to be

9

held under seal.

10

We filed a motion to seal and a motion for

11

protective order relating to the financial

12

information.

13

brief while that motion to seal and for a protective

14

order is pending before your Honor.

15

They then put that information in a

And I don't hear Mr. Holly denying they'd put

16

it on Facebook with a link to the entire brief with

17

that financial information in there.

18

MR. HOLLY:

Your Honor, just to be clear on

19

this, we gave that to the hospital's attorneys when

20

they asked for it.

21

happen to it.

22

Frankly don't care.

Newspapers regularly make these documents

23

available.

24

They're not secret.

25

fair hearing.

26

Didn't know what was going to

These are criminal filings in open court.

THE COURT:

Dr. Benzeevi is entitled to a

It's not a criminal file yet,

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Aug ust 22, 2018

Page 24

Counsel.
MR. HOLLY:

2

We're under criminal procedure,

3

which we decided last time, and there's been no

4

indication that these files are private.
The account balance information did not come

5
6

from the declarations that they submitted or their

7

motions that they submitted.

8

that.

9

be used, we haven't used any of the documents they

10

It was known prior to

The fact that they asked for a document not to

asked not to be used.
This was -- if I'm understanding right -- on

XX
12

their complaint.

This is literally just the balance

13

of the money that was seized.

14

complaining about.

15

MR. WANGER:

That's what they're

With the Court's permission, I

16

would hope to address a related issue, that is, a case

17

number.

18

the authority to assign a miscellaneous number,

19

doesn't have to be civil or criminal, that's

20

authorized by law.

21

THE COURT:

22

MR. WANGER:

23

THE COURT:

24

MR. WANGER:

It is my respectful belief that the Court has

And I will address that, Counsel.
Thank you.
Anything else on the motions?
Well, yes, the return of the

25

property.

26

have a return of property.

We still are in a position where we don't

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County of Tulare

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MR. HOLLY:

1

2

August 2 2 ,2 0 1 8

Page 25

Which property are you mentioning

specifically, Mr. Wanger?
MR. WANGER:

3

We have the balance of whatever

4

it's called, the bags, the personal property of

5

Ms. Benzeevi, and, of course, all of their personal

6

documents like the personal bank accounts.

7

be copied.

8

they're entitled to have their property back.

Those can

They're private and confidential, but

They have to conduct their lives and business,

9
10

and all of that is in the possession of the District

11

Attorney and none of it has been returned.
MR. HOLLY:

12

First off, your Honor, you've

13

already made a ruling on that particular motion.

14

talked to Mr. Jones.

15

have several firearms and the Tumi bags and the gun

16

safe returned.

17

It was not our fault, it was their documentation was

18

late.

19

it off, but they didn't make arrangements for us to

20

drop it off.

21

We

We were trying to arrange to

There was a snag with the firearms.

And we talked about it, and we offered to drop

As far as the documents, the other things, we

22

already had a ruling on that.

23

someone copy the documents, and that's pursuant to the

24

Penal Code 1536, I think.

25

issue that's been dealt with.

26

THE COURT:

They can pay to have

Like I said, that's the

Anything else, Counsel, before I

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Page 26

August 22, 2018

issue my ruling?

2

MR. PETERS:

Nothing.

3

THE COURT:

Mr. Holly?

4

M R . HOLLY:

No, your Honor.

5

THE COURT:

As to Dr. Benzeevi1s motion to

6

seal and for a protective order regarding his Points

7

and Authorities, the declaration of O'Bryan, his reply

S

and surreply, and the declaration of Dowd, the Court

9

finds that, for purposes of this motion only, he's

j

10

established a privacy right in the financial

 

11

information -- confidential financial information

12

which overcomes the right of public access to the

13

Court pursuant to Rules of Court 2.550.

It's narrowly
j

14

tailored.

15

privacy interests.

It's the least restrictive to achieve his
i
 
 

My understanding of the motion was only asking

16
17

to redact the account numbers and specific dollar

18

amounts, so I'm going to grant his request as to the

19

sealing.

I

As to the O'Bryan request -- and it's just

20

those portions of the sealing that have been shaded

21

out that deal with the account numbers and the

22

amounts, that information -- his declarations and

23

supporting papers are sealed for that purpose.

1
i
 
i

1
! ;
!
1

.24

!

As to O'Bryan, I believe it was the O'Bryan

25

one that had additional information as far as the

26

tracing issue.

‘

j

I also am going to have those sealed.
!
Superior Court of the State of California
County of Tulare

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August 22, 2018

Page 27

1

I believe it was certain Exhibits 9 and 10, if I

2

recall correctly the exhibits.

3

They've been provided to the District Attorney.

4

are sealed, at least for purposes of this motion.

Those are sealed.
Those

As for an evidentiary hearing, any

5
6

documentation that is presented, that would be an open

7

hearing and, therefore, would be exhibits and part of

8

the Court record.
As to the motion for recovery of the money

9
10

that is frozen, the Court, again, does find that, as a

11

matter of law, that it cannot make a finding that no

12

crime has been committed.

There are factual disputes.

Dr. Benzeevi believes that his interpretation

13
14

of the facts create a legal conclusion, however, the

15

District Attorney has submitted enough - - a t least

16

information for this Court to believe that it's not

17

factually simply one way.

18

matter of law, cannot find that no crime has been

19

committed.

And that the Court, as a

Both parties referred to, and I referred to,

20

21

McGraw and Ensoniq as setting forth a procedural

22

avenue.

;23

an unusual situation.

24

McGraw where items were taken.

25

There was a finding by a jury that the defendant had

he

committed a crime, but that there other things that

They are slightly different cases.

This is

This is not a situation like
There was a trial.

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County of Tulare

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Page 28

1

were not part of that -- that were taken that were not

2

part of that crime and requested by the defendant to

3

have those items returned.

4

And it's different than Ensoniq, which dealt

5

with a situation where you had a District Attorney who

6

said they were not going to file and were not pursuing

7

any criminal proceedings in which the Court found

8

basically that the items then needed to be returned to

9

the person who they were seized from.

10

But both cases clearly stand for the

11

proposition that it's appropriate.

Both sides are

12

entitled to an evidentiary hearing in which the burden

13

would be on the People to show by a preponderance of

14

the evidence that the funds were illegally obtained.

15

I need to address the tracing issue.

16

Dr. Benzeevi has indicated that they can't trace the

17

funds to, assuming arguendo, that the Celtic lease was

18

criminal, that they can't trace that -- funds that

19

were taken from the account or frozen to the lease.

20

And I agree with the District Attorney that

21

that's not the requirement.

22

those funds were illegally obtained, that placing them

23

in those accounts tainted the accounts and

14

therefore -- they have no obligation to trace that the

£5

money that was frozen was actually from the lease,

26

assuming arguendo, that it was unlawfully obtained.

That once those -- if

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County of Tulare

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1
2

August 22, 2018

Page 29

So that leaves us with the position of
actually setting this for an evidentiary hearing.

3

The only thing that strikes me is that if the

4

District Attorney has enough evidence to proceed with

5

a preponderance of the evidence that a crime was

6

committed, why they have not pursued filing a criminal

7

Complaint in which the burden on a preliminary hearing

8

or an indictment would be less than what they're

9

seeking in an evidentiary hearing.

10

MR. HOLLY:

Can I explain, your Honor?

11

THE COURT:

Yes.

12

MR. HOLLY:

This Celtic loan transaction is a

13

part of a larger investigation that includes

14

investigation into several areas.

15

The reason that we are here is because we had

16

to seize the stolen money before it was completely

17

dissipated.

18

The other aspects of the case are still under

19

investigation.

I think they'll probably actually wind

20

up being larger than this particular transaction, but

21

both -- in the interest of efficiency or the interest

22

of justice, we want to bring all charges together.

23

THE COURT:

24

to proceed in their action.

25

efficiency of having an evidentiary hearing in which

26

the standard is higher than proceeding with a criminal

I can't dictate to the People how
I simply question the

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County of Tulare

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August 22, 2018

1

prosecution.

2

Amendment right on unlawful searches and seizures is

3

going to trump the District Attorney's contention that

4

these funds were illegally seized.
What is your time estimate, Counsel, for

5
6

And at some point Dr. Benzeevi's Fourth

putting on your case?
MR. HOLLY:

7

Well, your Honor, we're going to

8

be bringing in most of the board members, about five

9

of them, the accounting staff, which is four people,

10

Mr. Allen, our forensic accountant, some detectives,

11

and someone from Celtic, so we're looking at around 20

12

people.

13

little bit faster, but I'm thinking it's about two

14

weeks.

15
16
17

Assuming it's a court trial, it will move a

THE COURT:

And Mr. Peters, do you have an

anticipation of putting on any evidence?
MR. PETERS:

I think we'll call a couple of

18

witnesses, but fewer than five in light of the lineup

19

that I just heard from the District Attorney.

20

THE COURT:

21

MR. PETERS:

22

witnesses, I would

23

THE COURT:

What's your anticipation of time?
Apart from cross-examining their

Taking into consideration

24

cross-examination because that seems to be what

25

generally makes a case goes longer.

26

Based on their estimate of their witnesses and
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August 22, 2018

Page 31

1

what you believe you'd question them and your

2

witnesses, what's your estimate?

3

you're going to say two weeks, I'll set it for a

4

two-week hearing.

5

that, I want to have a good estimate.

But if it's going to go longer than

MR. PETERS:

6

In other words, if

It's hard to say.

I don't know

7

what five board members and the accounting staff -- I

8

don't know what Mr. Holly has in mind.

9

sound plenty to m e .

Two weeks

I don't want to incur the Court's wrath by

10
11

saying we're at the end of the two weeks and I still

12

have a handful of witnesses to call.
My guess is we should be able to get this done

13
14

in two weeks.
(Pause in the proceedings.)

15
16

THE COURT:

As counsel knows, this is a family

17

law department that usually does not handle two-week

18

trials.

19
20
21
22
23
24
25
26

I'm inclined to set it off to January 28th as
far as a hearing.
MR. PETERS:

My problem is I have a trial

starting February 4th, which is the following week.
THE COURT:
January 22nd.

I can do it, then, starting

Is that acceptable?

MR. PETERS:

Is there any chance starting the

prior week?
Superior Court of the State of California
County of Tulare

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August 22, 2018

THE COURT:

1

Page 32

The problem I have is the prior

2

week is, one of the three family law judges is out the

3

two previous weeks, so putting my calendar -- three

4

family law calendars onto one judge would be

5

difficult.
MR. WANGER:

6

Excuse me.

Mr. Rooney contacted

7

us and wanted to be -- wanted to participate in the

8

hearing.

9

the same situation as Mr. Peters, starting

And he is open in January, he said.

I think

10

February 4th, he's unavailable, so as long as -- maybe

11

two weeks and a little bit of a buffer, I think we're

12

close.

13

MR. WANGER:

Do we have five days per week?

14

THE COURT:

You'd have my complete calendar,

MR. PETERS:

The 21st, I guess -- I didn't

15

yes.

16
17

mean to interrupt you.

18
19

THE COURT:

We can start at 8:30 and go until

4:30.

20

MR. PETERS:

The 21st, is that a holiday?

21

THE COURT:

Yes, that's Martin Luther King.

22

MR. WANGER:

23
24
25
26

All the witnesses may not need to

be called
THE COURT:

That gives you a total of nine

days -- actually nine days to put on the case.
MR. WANGER:

Could the Court put a limit on

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County of Tulare

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August 22, 2018

1

the District Attorney's presentation so that we can

2

have at least some time?
THE COURT:

3

It's their burden.

I can't see

4

limiting them when they're the one who carries the

5

burden in this particular instance.
MR. HOLLY:

6

Your Honor, maybe the wiser idea

7

would be -- we have nine days, but this is a Court

8

trial.

9

broken up so if we are out of time in nine days,

So if the parties stipulate, it could get

10

although no one wants to, we could pick another day.

11

We shouldn't need a week to finish up, maybe a day or

12

two.
THE COURT:

13

The problem that you have,

14

Counsel, is that when you have this long of a trial

15

and then you start putting it off another month for a

16

date here or there, you lose continuity.

17

to find a time that counsel can do it a full two weeks

18

without running into other issues.

19
20

21

MR. WANGER:

So I'd like

Are there any days before the

22nd?
THE COURT:

The problem is, as I indicated, we

22

have three family law departments.

23

the other judge is out, it puts the sole burden of the

24

family law department on one judge.

25
26

MR. PETERS:

And if I'm out and

You don't think a domestic

tranquility would calm everything down and make it
Superior Court of the State of California
County of Tulare

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1

unnecessary?

2

relish --

Page 34

We have to get this done.

THE COURT:

3
4

August 22, 2018

I don't

Unless you wish to put it off

further --

5

MR. PETERS:

No.

6

MR. WANGER:

No.

7

THE COURT:

That's what I assumed was the

MR. PETERS:

Is there - - w e have one more

8

case.

9
10

thought, and then we'll just accept your Honor's

11

generous offer of those nine days.
Is there any chance of starting the week of

12
13

the 7th, skipping the week of the 14th, and finishing

14

up that week of the 22nd?

15

THE COURT:

16

two weeks, the week of the 7th.
MR. PETERS:

17
18

No, because the judge is gone for

I'm done with my bright ideas,

then.
THE COURT:

19

I'd ask that all exhibits be

20

premarked so that we don't run into time delays during

21

the hearing having to mark items.
We will start the hearing on January 22nd at

22
23

8:30.

24

can conclude it by February 1st.

25
26

We'll go until 4:30 each day.

MR. PETERS:

And hopefully we

Your Honor, on the issue of

discovery, obviously there's been no -- since there's
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VSW 013487

August 22, 2018

Page 35

1

been no filing, we've received no information.

I

2

think this hearing will go more smoothly if we're

3

provided with police reports, prior statement of

4

witnesses, relevant documents in advance of the

5

hearing so we can review them, stipulate if it's

6

appropriate to their admissibility, and be ready to

7

cross-examine based on them.

8

documents that they have.

9

THE COURT:

We don't have any of the

I indicated this is an unusual

10

situation in which -- I do believe, though, Counsel

11

you've got a duty to disclose any documentary evidence

12

you wish to submit so they have an opportunity to

13

preparb.

14

MR. HOLLY:

The documentary evidence is not a

problem.

15
16

Say, like, witness statements is a problem

17

just because some witnesses talk about issues that are

18

broader than Celtic loan.

19

 

Anything that w e 're actually going to put Into

(20

evidence, I can definitely give it to them as

21

discovery.

22

MR. WANGER:

23

MR. HOLLY:

24

January 22nd.

Can we have a date certain?
We're going to start on

Would December 20th be sufficient time?

25

MR. PETERS:

26

M R . HOLLY:

Okay.
I 'd ask the same in return,

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

1

August 22, 2018

Page 36

anything you're going to put into evidence.
THE COURT:

2

Parties will exchange any

3

documentary evidence they wish to produce no later

4

than December 20th.
In addition, Counsel, if you have witnesses,

5
6

you can provide a redacted statement to counsel no

7

later than December 20th.
MR. PETERS:

8
9

And we'd ask when it comes time

for us to call witnesses that the affiant, Rodney

10

Klassen, the criminal investigator, be available for

11

us to call as a witness.

12

THE COURT:

Do you intend to call him?

13

MR. HOLLY:

Yes.

14

MR. PETERS:

15

We'd like to question him

regardless.
MR. HOLLY:

16

That brings me to another issue,

17

your Honor.

The defense made something that seems

18

like a Franks motion, but they didn't say --

19

MR. PETERS:

20

THE COURT:

We've made a Franks motion.
Again, this is an unusual

21

situation in that both parties are proceeding down an

22

area that is a gray area.

23

proceeding, it is somewhat criminal, it is somewhat

24

civil.

£5
26

This is a special

There are different standards in a criminal
proceeding.

There's different standards on a Franks
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VSW 013487

August 22, 2018

Page 37

1

hearing.

2

detailed on how to do a Franks hearing as far as an

3

in-camera hearing in which the Court questions the

4

affiant and makes a determination whether there was a

/5
6

There's a procedure that's been very

Tnaterial misrepresentation-of hhe facts.
I am, again, a little bit perplexed by the

7

avenue that both parties are choosing to go down as

8

far as this litigation goes and have an evidentiary

9

hearing on an issue which, if this were -- if the

10
11

Complaint had been filed would become moot.
And the procedures are very detailed on how

12

we'd proceed with a criminal hearing, whether it is a

13

Franks hearing or it is a Hobbs hearing, or a motion

14

to -- under 1538.5.

15

Dr. Benzeevi has a constitutional right to his

16

property.

17
is

This is a gray area because

He has not been charged.

The District Attorney, on the other hand, has
Ipcertain rights in their investigation.

I will address?

19

those issues as they come up and any Points and

0

Authorities either party wants to delve into or

1

provide the Court on those issues.

But it seems in my

j>2

research, it's very limited, Points and Authorities on

23

this type of procedure.

24

MR. PETERS:

25

Our view on the Franks issue was that under

ke

I think that's right, your Honor.

Kurland, K-U-R-L-A-N-D, and other California
Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
V S W 013487

Page 38

August 22, 2018

1

authorities where there's been a violation of Franks,

2

the warrant is quashed.

3

quashed, the money is returned to Dr. Benzeevi's bank

4

account.

5

Franks.

6

showing in court.

7

And if the warrant here is

So that's our fairly straightforward view of
But we'll be prepared to make the necessary

We've tried to make it already in our papers

8

by submitting almost like a chart of the statements

9

and the evidence that shows that they were -- that

10

there were material and reckless omissions and

11

misstatements of fact.

12

cross-examining Investigator Klassen at the hearing.

13

Your Honor will have a fully developed record on which

14

to make a decision.

But we look forward to

15

THE COURT:

Anything else, Counsel?

16

MR. HOLLY:

Well, the problem with counsel's

17

arguments regarding Franks is that the quashed warrant

18

would not return the money because, as Ensoniq and

19

McGraw are very, very clear, that stolen property may

20

never be returned if it is, indeed, stolen property,

21

regardless of the appropriateness of the warrant.

22

I would like to state for the record that

23

warrant was fine.

24

been alleged so many times, but that will be cleared

25

up at the hearing.

26

THE COURT:

The Court was not misled, as has

Anything else, Counsel?

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

August 22, 2018

1

MR. PETERS:

2

Thank you, your Honor.

3

MR. WANGER:

4

Page 39

No.

We did raise the issue of

assigning a miscellaneous number to the case.
THE COURT:

5

The Court will open up a file.

6

There will be a file for all future pleadings,

7

including the pleadings on this motion.

8

provide counsel with the file number once the Court

9

has set those up.

10

MR. WANGER:

11

THE COURT:

12

And we'll

Thank you very much.
All future filings as to this

warrant, 013487, will be contained in the Court file.

13

Anything else?

14

MR. HOLLY:

15

MR. WANGER:

Thank you for your attention.

16

MR. PETERS:

Nothing from our side, your

17

Nothing further, your Honor.

Honor.

18

THE COURT:

19

MR. WANGER:

Have a good weekend.

20

MR. PETERS:

We'll see you in January, your

21

Honor.

Thank you.

Thank you.

22
23
24

(Whereupon, the proceedings in this case
were concluded at 3:08 p.m.)

25
26

-oOoSuperior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
V S W 013487

August 22, 2018

Superior Court of the State of California
County of Tulare

Page 40

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VSW 013487

August 2 2 ,2 0 1 8

Master Index

SESSIONS

8/22/2018

November 9,2018
- Afternoon Session

4

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VSW 013487

August 22, 2018

4

$

$3 11:4

4:30 32:19 34:23
4th 31:22 32:10

additional 26:25

approved 9:24

address 18:19 19.25
24:16,21 28:15 37:18

area 36:22 37:14

addressed 11:2,3
adm issibility 35:6

7

-ooo- 39:26

0

8

013487 39:12

10 5: 10 27:1

15:7 17:19

8:30 32:18 34:23

1090 11:8

9

14th 34:13
15 5: 11 12:26

9 4:1 27:1

1536 25:24

A

1538. 5 37:14
1539 13:23

absolutely 1518 19:6

1540 13:23

accept 34:10

1st 34:24

acceptable 31:24
access 21:326:12

2
2.550 26:13
20 12:8 30:11
2018 4:1

account 8:25 15:8,12,
16 16:5,11,12 18:14
19:11 20:12 21:17,21,
23,26 22:19 24:5 26:17,
21 28:19 38:4
accountant 30:10

20th 35:24 36:4,7
21st 32:16,20
22nd 31:24 33:20
34:14,22 35:24

accounting 15:14,19
30:9 31:7
accounts 16:9 25:6
28:23

28th 31:19

accusations 13:8

2:10 4 2

accused 14:6
achieve 26:14

3
3:08 39:24

advice 7:21
advised 9:25
affiant 36:9 37:4

852 7:20 11:26 12:12,19
1

adm ission 20:18
advance 35:4

7th 34:13,16

acknow ledges 12:19

Index: $3..authorized

areas 29:14
argue 15:4
argued 9:22
arguendo 28:17,26
arguing 13:4
argum ent 9:515:11
18:24 19:23
argum ents 9:17 17:19
38:17

affidavit 5:16 7:2,8,22
10:23 23:8

arrange 25:14

affirm atively 10:24

arrangem ents 25:19

afternoon 4; 1,4,5,6

aspects 29:18

agent 7:22

assert 15:16

agree 18:2,22 28:20

Asset 16:12

agreem ent 5:14 7:20
12:12 15:25 16:15
17:18 19:6

assign 24:18

agreem ents 7:1
agrees 12:19
Ajay 4:9
allegation 16:5
allegations 13:6
allege 16:3
alleged 38:24
Allen 30:10
allies 20:22
allowed 9:14
A m endm ent 30:2
am ount 5:4
amounts 26:18,22
anticipation 30:16,20
appearances 4:7

act 16:17

apply 14:19,20 17:12
19:16

action 29:24

applying 18:22

addition 22:26 36:5

appropriateness
38:21

Superior Court of the State of California
County of Tulare

assigning 39:4
assum ed 34:7
assum ing 28:17,26
30:12
attem pting 19:1
attention 39:15
Attorney 21:17 25:11
27:3,15 28:5,20 29:4
30:19 37:17
A ttorney's 18:12 22:24
30:3 33:1
attorneys 23:19
authentic 12:14
authenticate 12:5
authenticity 12:10
13:11 14:3
authorities 26:7 37:20,
22 38:1
authority 13:1617:8,9
18:25 24:18
authorized 9:25 11:7
12:17 16:6,8,13 19:6
24:20

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VSW 013487

August 22, 2018

Index: authorizes..create

authorizes 16:15

buffer 32:11

clerk 20.6

contraband 9:23

authorizing 9:21

building 12:6 17:3

close 32:12

avenue 27:22 37:7

burden 18:12 28:12
29:7 33:3,5,23

Code 11:813:24 25:24

contract 11:6,21 14:4,
7,9,12 15:5 17:3,4,5
18:1

B

business 25:9

back 4:21 25:8

C

bags 25:4,15

com m itted 6:6,15,19,
22 8:20 13:18,20,22
14:2,18 17:8,11,15,26
18:11 27:12,19,26 29:6

contracting 14:8
contractual 7:1

com m unity 20:23

contradicted 11:25
12:2,24

balance 21:21,22 22:19
24:5,12 25:3

calendar 32:3,14

com pany 10:2

contradicts 12:1

calendars 32:4

com plaining 24:14

balances 21:25

California 37:26

bank 15:8 16:4,9,10
21:6 25:6 38:3

call 30:17 31:12 36:9,

com plaint 24:12 29:7
37:10

convince 9:1 13:15
16:23
copied 25:7

com plete 32:14

copy 25:23

based 5:7 8:17 9:1,5
11:16,22 13:24 14:2
17:24 19:3 30:26 35:7

called 25:4 32:23

correct 5:24,25

calls 20:20

com pletely 11:25
29:16

calm 33:26

concerned 21:13

care 23:21

concerns 21:1

carries 33:4

conclude 17:26 34:24

case 5:5 6:9,23 8:10
10:20 14:10 18:21
21:11 22,10,11,22 23:2,
3 24:16 29:18 30:6,25
32:25 34:8 39:4,23

concluded 39:24

cases 27:22 28:10

basically 28:8
basis 16.4 19:5 22:25
belief 24:17
believes 27:13
Benzeevi 4:9,10,11,13
8:11 10:1,10 11:4 12:17
19:13 23:24 25:5 27:13
28:16 37:15
Benzeevi’s 7:23 12:1
16:10 21:26 26:5 30:1
38:3
Bevan 4:11
bit 3013 32:11 37:6
board 12:19 19:7 30:8
31:7
bottom 19:5
box 20:24
Boy 6:24
bright 34:17
bring 29 22
bringing 30 8
brings 36:16
broad 22:25
broader 21:24 35:18
broken 33:9

11,12

caused 9:22
Celtic 12:2 16:6 28:17
29:12 30:11 35:18

correctly 27:2
correspondence
12:13

conclusion 18:21
19:21 27:14

counsel 4.7,19,24
9:25,26 17:2 19:24,25
24:1,21 25:26 30:5
31:16 33:14,17 35:10
36:5,6 38:15,26 39:8

conduct 25:9

counsel’s 38:16

confidential 20:11
25:7 26:11

counselor 8:2

consequences 10:18
consideration 10:22
30:23

county 12:18
couple 7:18 9:1,7 30:17

chance 7:6,1131:25
34:12

Constitution 21:5

change 7:10

constitutional 37:15

charged 37:16

contacted 32:6

charges 29:22

contained 39:12

chart 38:8

contem plated 8:7

choosing 37:7

contention 21:16 30 3

court 4:2,4,7,14,17,24
5:11,22 6:3 8:3 9:3
12:9,25 13:13 14:23
16:18,25 18:3,8 19:23
21:15,16 22:5,13 23:5,
23,26 24:17,21,23
25:26 26:3,5,8,13 27:8,
10,16,17 28:7 29:11,23
30:12,15,20,23 31:16,
23 32:1,14,18,21,24,26
33:3,7,13,21 34:3,7,15,
19 35:9 36:2,12,20
37:3,21 38:6,15,23,26
39:5,8,11,12,18

citations 4:18 5:5
13:16

contents 15:2,26

Court's 24:15 31:10

contested 8:19

Courts 12:6

context 9:21

crazy 22.25

continuity 33:16

create 27:14

chair 4:15
C ham bers 20:5

civil 24:19 36:24
clear 23:18 38:19

considered 19:23
constantly 12:6

cleared 38:24

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH WARRANT
VSW 013487
crim e 6:6,14,19,21 8:20
13:17,20,21 14:2,18
16:3,24 17:8,11,14,25
18:11 27:12,18,26 28:2
29:5
crim inal 8:12 23:23,26
24:2,19 28:7,18 29:6,26
36:10,23.25 37:12
cross-exam ination
30:24
cross-exam ine 35:7

Index: crime..family

August 22, 2018
denial 20:20
denying 23:15
departm ent 31:17
33:24
departm ents 33:22
detailed 37 2,11
detective 15:18
detectives 30:10
determ ination 6:8
37:4

docum entary 12:7,10
35:11,14 36:3
docum entation 25:17
27:6
docum ents 6:13,25
7:18 8:18 9:2,7,21,24
12:4,24,26 14:2,14,22
15:3 16:19 17:21,23
18:4 22:9,11 23:22 24:9
25:6,21,23 35:4,8
dollar 26:17

determ ine 15:24

dollars 9:26 10:8
19:10,14

developed 38:13

dom estic 33:25

dictate 29:23

doors 19:14

DA'S 21:13

difference 6:23

Dowd 4:11 26:8

date 33:16 35:22

difficult 22:12 23:4
32:5

drop 25:18,20

cross-exam ining
30:21 38 12

D

dates 21:23
day 12:6 16:9 33:10,11
34:23
days 32:13,25 33:7,9,
19 34:11
deal 26:21
dealt 25:25 28:4
D ecem ber 35:24 36:4,
7
decide 17:10
decided 24 3
decision 11:16 38:14

directly 19:12
directors 19:7

DuroSS 22:16
Duross' 22:17
duty 35:11

disagree 8:16
disclose 35:11
disclosed 21:17
disclosure 21:14
discovery 34:26 35:21
discussed 5:16
dispute 14:3.21,23,24,
25 15:1,4,23 17:17,18,
20

establish 16:2
established 21:9
26:10
establishes 18:25
estim ate 30:5,26 31:2,
5
evidence 5:4 6:21 7:14
9:8,10,14 10:7,21
11:11,13,15,19,21 12:4,
7,10 13:2,5,20 15:10
18:7,13 28:14 29:4,5
30:16 35:11,14,20 36:1,
3 38:9
evidentiary 6:107:13
8:8,13 13:23 18:10 27:5
28:12 29:2,9,25 37:8
excerpts 11:2016:19
exchange 36:2
Excuse 32:6
exhibits 5:7,8 27:1,2,7
34:19
explain 10:14 29:10

E
E-N-S-O-N-l-Q 6:10

explained 19:8
expressly 14:7,9

earnestly 19:20
F
efficiency 29:21,25
Elliot 4:10 10:14 19:1
em ployee 11:8
end 9:10 10:4 31:11

Facebook 20:12,23
22:2 23:16
fact 24:8 38:11
facts 5:12 7:24 14:14,
19,20,21,24,25 15:1,22
17:12,16 18:22,23,25
27:14 37:5

declaration 15:17 21:6
22:16,17 26:7,8

disputed 15:9 16:26
17:1

declarations 12:5 24:6
26:22

disputes 27:12

Ensoniq 6:10 8:7 13:25
18:16 27:21 28:4 38:18

dissipated 29:17

enter 12:17

distortion 19:3

entire 22:2 23:16

District 5:15 7:22 10:9,
11,13 15:6 18:12 19:14
21:17 22:24 25:10 27:3,
15 28:5,20 29:4 30:3,19
33:1 37:17

entitled 9:12 23:24
25:8 28:12

fair 23:25

entitles 14:5

fairly 38:4

equipm ent 12.20

faith 19:19

erroneous 9:5

false 7:2 11:25

essentially 9:9 10:11
19:9

fam ily 31:16 32:2,4
33:22,24

decline 18:3
defendant 27:25 28:2
defense 36:17
definition 9:13
delays 34:20
delve 37 20
dem onstrate 6:20
13:10

District’s 7:21 9:25
16:8,14
docum ent 5:15 12:3
15:3 16:1 23:4 24:8

engage 11:9 12:2

Superior Court of the State of California
County of Tulare

factual 6:8 13:19 16:22
17:10 18:9 27:12
factually 8:3,4 27:17

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
V S W 013487

Index: faster..items

August 22, 2018

faster 30:13
G

fault 25:17

15:24 18:10,16 23:25
27:5,7 28:12 29:2,7,9,
25 31:4,20 32:8 34:21,
22 35:2,5 37:1,2,3,9,12,
13 38:12,25

in-camera 37:3
inclined 31:19
includes 29:13

February 31:22 32:10
34:24

gave 15:17 20:8,22
23:8,19

few er 30:18

generally 30:25

heavily 10:23

including 5:4 17:25
39:7

file 21:9 23:26 28:6
39:5,6,8,12

generous 34:11

held 23:9

incur 31:10

give 6:24 11:5 22:1,2
23:1 35:20

helped 16:18

indicating 8:4

helpful 5:10,18,19 7:12
13:3

indication 24:4

filed 16:1120:4,6,11,24
22:3,12,21 23:10 37:10
files 24:4
filing 20:6 21:11 22:24
29:6 35:1
filings 22:9 23:23 39:11
financial 21:5,17,25
23:11,17 26:10,11

glad 13:2

higher 29:26
Hobbs 37:13

indisputable 18:24
19:17

Governm ent 118

holiday 32:20

individual's 21:4

grant 26:18

Holly 4:6,8,20 9:3,4
11:1,24 13:1 16:20,25,
26 22:5,7 23:15,18 24:2
25:1,12 26:3,4 29:10,12
30:7 31:8 33:6 35:14,
23,26 36:13,16 38:16
39:14

information 13:9
15:13 16:22 17:10 20:3,
10 21:14,18,21,22,25
22:18,20,21 23:3,12,17
24:5 26:11,22,25 27:16
35:1

gray 36:22 37:14

find 17:24 18:11 27:10,
18 33:17

greatest 18:20

finding 19:17 27:11,25
finds 26:9

guess 20:25 31:13
32:16

fine 38:23

gun 25:15

greatly 21:1

honestly 14:13

firearm s 25:15,16

hairs 6:22

forensic 30:10

hand 37:17

form 12:8

handful 5:7 31:12

forw ard 38:11

handle 21:12 31:17

H onor 4:5,22 5:3,8,10,
18 6:17,24 7:12 8:16,
17,18,21 9:4,16 11:1,24
12:5 13:3,10,26 15:2
17:11,22 18:6 19:26
20:5,25 21:1,8,12 22:1,
8,13 23:14,18 25:12
26:4 29:10 30:7 33:6
34:25 36:17 37:24
38:13 39:2,14,17,21

found 28:7

happen 23:21

Honor's 12:25 34:10

Fourth 30:1

happened 15:22

hope 24:16

frankly 10:6,7,10 17:2
19:15 23:21

happening 19:9

hospital's 23:19

hard 31:6

housekeeping 21:13

Franks 36:18,19,26
37:2,13,25 38:1,5,17

harming 10:13

hundred 18:23

freezing 8:25 164

HCCA 4:13 5:14 10:1,9
15:5 16:7 19:12

finish 33:11

H

finishing 34:13

frozen 27:10 28:19,25
frustrated 20:2
full 9:20 33:17
fully 38:13

heard 20:13 30:19

future 39:6,11

I

headed 18:17
hear 4:24 9:23 22:5
23:15

funds 18:1328:14,17,
18,22 30:4

indictm ent 29:8

good 4:4,5,6 19:19 31:5
39:19

hearing 6:11,16 7:13
8:8,13 9:6,8,9,12,13
10:19,20 11:12,13,17,
18,23 13:1,14,23 14:26

idea 11:3,20 22:23,26
33:6
ideas 34:17
illegally 28:14,22 30:4

instance 33:5
intend 36:12
interest 29:21
interests 26:15
Internet 20:9,15
interpretation 17:4
27:13
interrupt 32:17
invalid 8:24
investigation 22:20
29:13,14,19 37:18
investigator 36:10
38:12
involved 7:15
ironically 20:18
issue 5:266:4 18:9
20:1,25 21:2,13 22:6
24:16 25:25 26:1,26
28:15 34:25 36:16 37:9,
25 39:3
issued 7:6 8:22

im portant 5:15

issues 18:1833:18
35:17 37:19,21

im proper 10:3 23:1,6

items 27:24 28:3,8

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

August 22, 2018
18:21 27:14

Marsy's 23:3

letting 11:22

Martin 32:21

light 30:18

m aterial 37:5 38:10

January 31:19,24 32:8
34:22 35:24 39:20

limit 32:26

Jones 4:12,14,16 25:14

limiting 33:4

judge 9:17 32:4 33:23.
24 34:15

lineup 30:18

m atter 4:18,20 6:5,14,
19 8:9,10 10:4,16 11:6
13:15,17 14:1,17,18
15:15 16:2317:6,14
18:11,26 19:18 21:10
27:11,18

34:21

J

limited 37:22

link 20:13,24 22:3 23:16
judges 32:2
literally 24:12
judicial 7:5
jury 27:25

litigation 17:3 20:14
37:8

justice 29:22

lives 25:9

K
K-U-R-L-A-N-D 37:26
key 5:12 13:2
kind 21:10

Krishnan 4:9
Kurland 37:26
L
lack 23:5
language 11:2619:16

loan 12:2,18,21 16:6
19:10 29:12 35:18
loaned 10:9 19:13
long 7:15,25 10:15 16:1
32:10 33:14

lots 17:2

mentioning 25:1
million 11:4
millions 9:26 10:8
19:14

Luther 32:21

m isleading 7:3

M

misled 7:4 8:22 10:24
38:23
m ispronounce 6:9

law 6:5,14,19 8:9,10,11
9:11,12 10:4,16 11:12,
22 13:15,17 14:1,17,18,
19,21 15:15 16:23 17:6,
14 18:11,26 19:17,18
23:3 24:20 27:11,18
31:17 32:2,4 33:22,24

m ajority 19:7

legal 6:18 7:21 11:4
13:16,21 17:7,9,12,13

mentioned 11:2

m iscellaneous 24:18
39:4

m aintained 20:5

leaves 29:1

m ovem ent 16:7
N

nature 6:26

m eans 15:4

ludicrous 11:6

late 25:18

lease 28:17,19,25

move 30:12

nefarious 16:17
Newspapers 23:22
Novem ber 4:1
num ber 21:11,22 22:11
23:6 24:17,18 39:4,8
numbers 21:18 26:17,
21

minutes 5:11 6:25
12:26

lot 20:10

larger 29:13,20

lawyers 19:8

m ovant's 20:18

narrowly 26:13
meaning 18:25

mind 7:10 31:8

made 19:10 20:19 22:9
25:13 36:17,19

lawyer 7:21,23

motions 24:7,23

needed 28:8

lose 33:16

Klassen 36:10 38:12

21.24 23:1,10,13 25:13
26:5,9,16 27:4,9 36:18,
19 37:13 39:7

Mcgraw 6:9 8:6 13:24
18:16 27:21,24 38:19

members 30:8 31:7

longer 30:25 31:4

King 32:21

Index: January..opportunity

make 5:1 8:14 11:15
16:19 17:19 23:22
25:19 27:11 33:26 38:5,
7,14
m akes 8:23 17:6 30:25
37:4
making 12:23 13:6,7

misrepresentation
37:5
m isrepresented 10:21
13:9
m isstatem ents 38:11
mistake 22:8
money 9:22,23 10:2
11:5 14:5,7 15:9,12,15,
20,22 16:4,5,7,9,10,13,
14 24:13 27:9 28:25
29:16 38:3,18

m anagem ent 5:14
7:19 10:2 12:12 15:24
16:12,14 17:17

month 33:15

mark 34:21

motion 4:21 6:1 11:2
20:3,14 21:24,26 22:12,

moot 20:25 37:10

Superior Court of the State of California
County of Tulare

O
O'BRYAN 21:6 26:7,
19.24
obligation 23:2 28:24
obtained 12:21 18:14
28:14,22,26
offer 34:11
Offered 25:18
Office 22:24
officer 7:5
O liver 4:12
omissions 38:10
omitted 10:22
open 4:2 19:15 23:23
27:6 32:8 39:5
opened 22:13
operated 10:11
opportunity 7.9,26
10:14 14:1 35:12

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VSW 013487
order 17:15 20:20,21
21:1 23:11,14 26:6
orderly 21:10
overcom es 26:12
owed 10:1,9
P

August 22, 2018
Peter 4:12
Peters 4:5,10,22 5:1,25
6:17 8:15 9:16 11:24
13:26 15:1 17:9 18:6
19:26 21:20 23:7 26:2
30:15,17,21 31:6,21,25
32:9,16,20 33:25 34:5,
9,17,25 35:25 36:8,14,
19 37:24 39:1,16,20

p.m. 4:2 39:24

P eters' 9:5

paid 19:12

pick 33:10

paper 5:4

place

papers 26:23 38:7

placing 28:22

part 21:6,23 27:7 28:1,2
29:13

plain 11:26 15:6,7

11:12

27:6
presenting 11:11
presents 9:7
previous 32:3
prior 24.7 31:26 32:1
35:3
privacy 21:4 26:10,15
private 11:23 21:5
22:10 24:4 25:7
probable 8:21 14:17

public 11:8,1312:3
20:19 21:14 22:10 23:4
26:12
public's 21:3
publicly 20:7,24 22:4
pull 4:14 22:12
pulled 5:8
purpose 26:23
purposes 6:15 26:9
27:4
pursuant 12:21 13:23
25:23 26:13

problem 8:6 13:12
31:21 32:1 33:13,21
35:15,16 38:16

pursued 29:6

procedural 27:21

pursuing 28:6
put 5:19 11:18,19 16:13
18:14 20:23 23:12,15
32:25,26 34:3 35:19
36:1

parte 7:7

pleadings 4:17 8:5
17:1 20:4 39:6,7

participate 32:7

pledge 12:18

procedure 24:2 37:1,
23

parties 18:15 27:20
33:8 36:2,21 37:7

plenty 31:9

procedures 37:11

parties' 13:22

point 16:1,19,24,25
17:22 21:8 30:1

proceed 4:23 6:2 29:4,
24 37:12

party 14:8 37:20

Points 26:6 37:19,22

pause 4:26 31:15

police 35:3

proceeding 21:3 29:26
36:21,23,26

pay 25:22

portions 7:19 16:2
17:23 26:20

pejorative 10:12

Index: order..recall

puts 22:1 33:23
putting 20:15 30:6,16
32:3 33:15

proceedings 4:26 28:7
31:15 39:23
produce 36:3

Q
quashed 8:24 38:2,3,
17

Penal 13:24 25:24

position 13:22 24:25
29:1

pending 20:14 21:26
23:14

possession 25:10

people 4:8 6:20 8:19
9:10 14:24 20:8,9,16
28:13 29:23 30:9,12

posted 20:12,23

property 5:23 6:4 11:5
12:18,20 15:16 24:25,
26 25:1,4,8 37:16
38:19,20

posting 20:9

proposing 7:16

People's 8:12 20:9

prelim inary 29:7

proposition 28:11

percent 18:23

premarked 34:20

prosecution 30:1

period 11:9

prepare 35:13

prosecutor 12:16

permission 24:15

prepared 5:6 38:5

permits 14:7

preponderance 6:21
8:20 14:16 18:13 28:13
29:5

protective 23:11,13
26:6

read 11:20

prove 6:18 12:24 14:16

ready 35:6

provide 36:6 37:21
39:8

real 12:20

perm itted 14:9
perplexed 37:6
person 28:9
personal 12:20 25:4,5,
6

persuade 7:26 13:5
14:1

possibly 8:1916:3

present 9:8,10,14
11:13,15,21 13:19
16:22
presentation 5:7 33:1

proper 6:18 15:14,19

provided 10:6 13:16
27:3 35:3
provisions 5:13 7:17

presented 7:2,7 10:23

Superior Court of the State of California
County of Tulare

question 29:24 31:1
36:14
questions 37:3
R
raise 39:3
raised 20:2
reach 18:21 19:21

reality 19:2
realtim e 4:25
reason 29:15
recall 27:2

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

August 22, 2018

Index: received..substantive

received 35:1

result 10:17

seizing 16:4

source 22:18,19

recent 20:18

return 24:24,26 35:26
38:18

seizure 8:24

speak 9:17

seizures 30:2

special 36:22

self-interested 11:9

specific 21:17,21,22,25
26:17

reckless 7:3 38:10
record 20.19 27:8
38:13,22
records 21:6
recovery 27:9
redact 26:17
redacted 10:23 36:6
redacting 23:7
referenced 5:17
referred 27:20
regard 6:4
regularly 23:22
related 24:16

returned 5:23 6:4
25:11,16 28:3,8 38:3,20
review 35:5
reviewed 4:17,18
rights 37:18
Rodney 36:9
Rooney 32:6
rule 6:5
Rules 26:13
ruling 11:22 25:13,22
26:1
run 16:13 34:20
running 33:18

relating 23:11

relish 34.2
rem edy 18:16
repaid 10:2
reply 26:7
reports 35:3
representing 19:20
request 21:19 26:18,19
requested 22:15 28:2
require 19:19
requirem ent 28:21
research 37:22
resolution 7:20 11:26
12:3,12,18,22 15:7 16:7
17 19
respect 18:20 19:18
respectful 24:17
respectfully 8:16 18:3
respond 16:20
response 11:3

sense 8:14

specifically 25:2
spirit 20:26

Services 5:14 7:19
15:24 16:14 17:18

split 6:22

SESSION

Staff 30:9 31:7

4:1

set 17:12 31:3,19 39:9

stand 28:10

setting 27:21 29:2

standard 6:18 13:21
14:15,17 17:12,13,25
29:26

shaded 26:20
short 5:6
show 6:14,20 8:19
14:14,20 17:14,16
18:12 19:1 28:13
showing 38:6

standards 15:14,19
36:25,26
start 9:911:17,18 32:18
33:15 34:22 35:23

shown 15:21 16:18

starting 31:22,23,25
32:9 34:12

safe 25:16

shows 15:8 38:9

State 4:7 38:22

salient 17:23

side 9:7 11:13,14 39:16

stated 8:4

satisfied 8:17

sides 9:8,13,14 28:11

satisfy 8:26 14:14

significance 17:20

statem ent 15:18 35:3
36:6

save 19:15

significant 6:23

statements 7:1 12:23
35:16 38:8

seal 20:4,12,14 21:15,
24 22:14,16,24 23:9,10,
13 26:6

silence 22:23

Stipulate 33:8 35:5

sealed 21:7,19 26:23,
26 27:2,4

sit 8:2

S

relationship 10:7
relevant 5:9 35:4

sell 11:4

sealing 5:26 20:1,20,
21,26 21:2 26:19,20
search 8:22
searches 30:2
secondarily 10:1
secret 23:24
security 12:21
seeking 29:9
seize 29:16
seized 5:23 15:15
24:13 28:9 30:4

Simply 9:1911:6 17:5
19:21 27:17 29:24

situation 27 23 28:5
32:9 35:10 36:21
skipping 34:13
slightly 27:22
smoothly 35:2
snag 25:16
so-called 10:22
sole 33:23
som eone's 20:12
sought 21:14
sound 31.9

stolen 9:23 10:13 14:7
15:16 16:5 29:16 38:19,

20
straightforward 38:4
strikes 29:3
strong 10:20
subject 8:23 15:23
subm it 9:15 35:12
submitted 5:3 8:18
12:4,8,13 15:13 20:3
24:6,7 27:15
submitting 38:8
substance 16:21
substantial 5:4
substantive 6:1

restrictive 26:14

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

 Re: SEARCH W ARRANT
VS W 013487

August 22, 2018

Index: sufficient..wrote

sufficient 35:24

training 15:18

victim s 23:1

supporting 25:23

tranquility 33 26

view 20:21 37:25 38:4

supports 13:22

transaction 11:9 16:6
29:12,20

violated 20:26

supposed 19:11
surreply 26:8
sweep 16:8

sw ept 19:10
system 20:6

violation 11.7 38:1

transferred 16:10
transfers 9:22

W

Trevor 4:8
trial 27:24 30:12 31:21
33:8,14

w alk 5:10,20 6:25 12:26
14:13
walking 7:16

T

trials 31:18
trouble 23:7

W anger 4:12 9:17,19
11:1018:20 24:15,22,
24 25:2,3 32:6,13,22,26
33:19 34:6 35:22 39:3,
10,15,19

tailored 26:14

true 10:25 15:21

tainted 28:23

trump 8:12 30:3

Taking 30:23

truth 19:2

wanted 32:7

talk 35:17

Tulare 16:12

wanting 6:7

talked 11:10 25:14,18

Tumi 25:15

talking 13:5

tw o-w eek 31:4,17

taxpayer 11:5

w arrant 7:6 8:22,23,24
14:11 38:2,17,21,23
39:12

type 37:23

waste 8:1

terms 10:13
text 5:9
theft 13:7 17:13
th ief 13:7
thieves 10:13
thing 7:15 17:5 22:15
29:3
things 6:8 25:21 27:26
thinking 30:13

U
unavailable 32:10

weekend 39:19

understand 5:3,11 6:7,
17,26 7:5,20 8:3,4,15
10:16,18 16:24 21:2,4

weeks 30:14 31:3,8,11,
14 32:3,11 33:17 34:16

understandable 5:2
understanding 7:14
9.6,20 24:11 26:16

thought 20:11 34:10

undisputed 12:11,14
13:11 16:2219:6

throw aw ay 5:17

undone 8:25

tim e 7:7 8:1,21 17:7
21:9 24:3 30:5,20 33:2,
9,17 34:20 35:24 36:8

unlawful 30:2
unlawfully 18:14 28:26

tim es 38:24

unnecessary 34:1

today 7:25 9:9 11:17,18

unusual 27:23 35:9
36:20

told 10:10
total 32:24

w eek 31:22,26 32:2,13
33:11 34:12,13,14,16

wind 29:19
Wiser 33:6
wishes 4:19
withheld 13:8
witnesses 11:1812:9
30:18,22,26 31:2,12
32:22 35:4,17 36:5,9
words 31:2
work 10:8
wrath 31:10
written 12:8
wrong 8:11

V

wrote 20:17

trace 15:20 28:16.18,24
tracing 15:1126:26
28:15

validly 10:2
variety 15:11

Superior Court of the State of California
County of Tulare

12-18-2018 8:00AM

  

 

 

 

 

EXHIBIT #2

Ca. :88 :35

 

 

 

 

 

201 63091 0116
Secretary of State

Articies of Organization
Limited Liability Company (LLC)



FILED 43%

 

 

 

   

Tax Board. For more information. go to 

SecretaryofState
Statedcmifan?a

OCT 3 1 2016

LLCs may have ta pay an annuai minimum $800 tax to the Caiifcmia 

Space For Of?ce Use Only 

 

 

 

Limited Liability Company Name (Sea Instructions ~Must contain an LLC ending such as LLC or L.L.C. win be? added. i! not included.)

TULARE MANAGEMENT, LLC

 

 

2. Business Addresses

 

 

 

3. initial 82:14:: Address of Des?anamd Of?ce In (:3an - 00 no: ?st a PD. Box City (as abbmia?m) 82316 Zip Code
4924LAKEWOOD DRIVE VISALIA CA 93 291
b. lama! Md?ng Addness of LLC. if dl?orentthan item City {no abbrevfa?ons) State Zip Code

 

 

 

 

 

3. Agent for Sewice of Process

Item 33 and if aamm an indeuai the scam must reside Morris and Item 32 and must be
completed with the agent's name and oomptete Ca?fomia sum? address

Ram 39: If naming a Califomla Registered Corporal: Agent, 3 current agent registration certificate must be on ?fe
with the Caufomla Secratary of S?ate and item 3: must be completed (have Hem 33-3!) bfank).

 

 

 

 

 

 

 

 

 

a. Caiifomla Agent's First Name a! agent is not a amputation) Middle Rama Lani Name Sum
23. Shea! Adams: age?t is no! a oomcm?m) Do not as: a Re. Box City (no abmaviauans} State Zip code
CA
0. Ca?fomiazaegistered Corporate Agent?s Name {if agentr?s a comma} - 00 not compute item 34: or 
PARACORP INCORPORATED
4. Management (Select only one box)

 

The LLC

wi?l be managed by:

One Manager More than One Manager LLC Memberts)

 

5. Purp

use Statement (Do not a?ter Purpose Statement)

 

 

The par]
may be:

>053 of the imited E?ability company is to engage in any lawful act or activity for which a ximked iiabuity company
arganized undet the Cat ifomia Revised Unifom Umitad Liabi ity Company Act

 

 

6. The I



v?w

Qrganiz

LLC-1 (Riv 051201

  
     

an inciuding in any attachments, is true and correct.

BRUCE R. GREENE

 

Pn?nt?your name here



Exwaww?, .
Page 01?? i

2016 Catifomia Secretary at Stats
xwwsouagov/husimlbe

 

 

Case 18-01005

Filed 07/02/

j

Doc

1

17-A88177

LLC-12

Secretary of State
Statement of Information

FILED

(Limited Liability Company)

in the office of the Secretary of State
of the State of California

IMPORTANT — Read instructions before completing this form.
Filing F^e - $20.00

OCT 04, 2017
Copy Fees - First page $1,00; each attachment page $0.50;
 
Certification Fee - $5.00 plus copy fees
This Space For Office Use Only
1.

Limited Liability Company Name (Enter the exact name of the LLC.

If you registered in California using an alternate name, see instructions.)

TULARf ASSET MANAGEMENT, LLC
2. 12-Digit Secretary of State File Number

201630910116

3. State, Foreign Country or Place of Organization (only if formed outside of California)

CALIFORNIA

4. Business Addresses
a. Street Address of Principal Office. Do not fiat a P.O. Box

City (no abbreviations)

869 N. Cherry Street

Tulare

b. Mailing Address of LLC. if different than item 4a

City (no abbreviations)

Visalia

4934 Lakewood Drive
c. Street Addfeet of California Office, If Item 4a is not in California - Do not list a P.O. Box

869 N. Cfierry Street
5. Managers) or Members)

Zip Code

CA

93274

State

Zip Code

CA

93291

State

Zip Code

CA

93274

If no managers have been appointed or elected, provide the name and address of each m ember. At feast one name and address
must be fisted. If the manager/member « an individual, complete Items 5a and Sc (leave Item 5b Wank), ff the managerfmember is
m entity, complete Items 5b and Sc (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC
has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions),

a. First Name! If an Individual - Do not complete Item 5b

yorai

City (no abbreviations)

Tulare

State

Middle Name

Suffix

Last Name

benzeevi

j

b Entity Narm5 - Do not complete Item 5a
c. Address

j

State

City (no abbreviations)

CA

Visalia
4924 Lafkewood Drive
6 . Servicjt of Process (Must provfde either Individual ORCorporation.)
INDJVIdlUAL - Complete Items 6a and 6b only. Must indude agent's full name and California street address.
a, California Agent's First Name (if agent is not a corporation)

Suffix

j Last Name

j  MlddleName

]
  State

City (no abbreviations)

b. Street Add!ess (if agent Is not a corporation) - Do not enter a P.O. Box

Zip Code

93291

Zip Code

i CA
CORPCjiRATION - Complete Item Sc only. Only include the name of the registered agent Corporation.
  c. CaBfomia Aegtstered Corporate Agent’s Name (if agent is a corporation) - Do not complete Item 6a or 6b
j

PARAD DRP INCORPORATED (C1082536)
7, Typeot Business
a Describe £! a type of business or services of the Limited Liability Com pany

Hospital management services
8. ChiefEi&cutlve Officer, if sleeted or appointed

& Address

9.

Suffix

]  Last Name

I Middle Nam#

a, First Name

Slate   Zip Code

City (no abbreviations)

The Infi ►rmation contained herein, including any attachments* is true and correct

10/04/21 317

yorai benzeevi

Date

Return

Manager
Title

Type or Print Name of Person Completing the Form

Signature

(O ptional) (fo r communication from the Secretary of State related to this document or if purchasing a copy of the Wed document enter the name of a

person or company and the mailing address. This information w$ become public when filed, SEE INSTRUCTIONS BEFORE COMPLETING.)

Name
Company-

r

i

A ddress:

City/State/Zi^
LLC-12 (REM 01/2017)

J
Page 1 of 1

EXHIBIT,

Page__ l

2017 California Secretary of Slate
www.so$,ca.gov/business/be

V

  

 

 

 

 

 

 

 

 

 

EXHIBIT #3

I llilllllllilllllllilU lli
SC SI 7 - 0 0 5 9 3 3 9

RE'CORDING REQUESTED BY:
Ct icaga Title Company
Older No.:

Recorded
O fficial Records
Count1/ of
Tulare
ROLAND P* HILL
Clerk Recorder

-U
When Recorded Mail Document To:

* RcC fee
i
\

copy

- m um

i

l
!

i JD

m m m e a - s i p !f Pm i ‘ of h

He althcare Conglomerate Associates, LLC
10 MO Wilshire Boulevard
Suite 1600
La i Angeles, CA 90024

SPACE ABOVE THIS UNE FOR RECORDER’S USE

SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS DEED OF TRUST, is made as of September 27,2017 by Tulare Local Healthcare District, d/b/a Tulare
Re( tonal Medical Center, herein called TRUSTOR, whose address Is 869 N. Cherry Street, Tulare, California
93274
to Chtcago Title Company, a California corporation, herein called TRUSTEE, for the benefit of Healthcare
Coi glomerate Associates, LLC, herein called BENEFICIARY,

WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN
TRUST, WITH POWER OF SALE, that property in the County of Tulare. State of California, commonly known
as 1(425 East Prosperity Avenue, Tulare, California, 93274, as more particularly described as:
SEE EXHIBIT "A* ATTACHED HERETO AND MADE A PART HEREOF

TOGETHER WITH the rents. Issues and profits thereof, SUBJECT, HOWEVER, to the right, power and
authority given to and conferred upon Beneficiary by paragraph ten (10) of the provisions incorporated herein by
reference to collect and apply such rents, issues and profits.
Fori he Purpose of Securing:
1. IPerformance of each agreement of Trustor incorporated by reference or contained herein.
2.

!Payment of the Indebtedness evidenced by those certain Promissory Notes dated as of 7/31/2015;
731/2016; 12/21/2016; 12/28/2016; 12/29/2016; 12/30/2016; 12/30/2016 B; 3/31/2017,7/21/2017, and
'731/2017, In the total original principal sum of Ten Million Two Hundred Thirty-Three Thousand Nine
I Hundred and Fifty Dollars And 05/100 Dollars ($10,233,950.05) executed by Trustor in favor of Beneficiary
or order.

3.

Payment of such further sums as the then record owner of said property hereafter may borrow from
I ieneficiary, when evidenced by another note (or notes) reciting it is so secured

OUSt$A:?6?424224.2

 S H O R T F O R M D E E D OF TR U S T A N D A S S IG N M E N T O F R EN TS
(continued)

7b Pmtect (he Security of this Deed of Trust, Trustor Agrees: By the execution and delivery of this Deed o f
Tt Jst and the note secured hereby, that provisions one (1) to fourteen (14), inclusive, o f the fictitious deed o f
tm st recorded to Santa Barbara County and Sonoma County October 18, 1961, and in ait other counties
1961, In the book and at the page of Official Records in the office of the county recorder of the
said property is located, noted below opposite the name o f such county, viz;
COUNTY
Alatmda
Alp ns
Am xtor
Coifsi

BOOK
405
1
104
1145
145
296

me
78
668
4626
422
$57
1091
147
6477

Kart

PAGE
684
250
348
1
152
817
47
414
456
572
164
527
501
598
60

COUNTY
Kings
Lake
Lassen
Los Angelas
Madera
Marin
Mariposa
Mendocino
Merced
Modoc
Mono
Monterey
Nap*
Nevada
Orange

BOOH
792
362
171
T20S5
810
1508
77
679
1547
184
52
2194
639

305
5889

PAGE
833
39
471
899
170
339
292
530
638
851
429
538
86
320
611

COUNTY
BOOK PAGE COUNTY
Placer
895
301
men*
Plumas
181
Siskiyou
5
Solano
Riverside
300$
523
Sacramento
4331
62
Sonoma
San Benito
Stanislaus
271
383
Sutter
San Bernardino
81
5667
San Frandsco
A332
Tehama
905
San Joaquin
2470
311
Trinity
Tuiam
San Luis Obispo
12
1151
San Mateo
Tuolumne
420
407$
Santa Barbara
1878
860
Venture
Santa Clara
Yolo
341
8336
Santa Crux
1431
494
Yuba
Shasta
684
528
San Diego Series 2 Book 1961, Page 18388?

BOOK
29
468
1105
1831
1715
572
401
93
2294
135
2062
653
334

i provisions, Identical in all counties, (printed on the attached unrecorded pages) are hereby adopted and
orated herein and made a part hereof as fully as though set forth herein at length; that Trustor win
ve and perform said provisions; and that the references to property, obligations and parties in said
stons shall be construed to refer to the property, obligations, and parties set forth in this Deed of Trust.
Thelunderslgned Trustor requests that a copy of any Notice o f Default and of any Notice of Sale hereunder be
marmd to Mm at Ms address hereinbefore set forth.
IN I

JESS WHEREOF, the undersigned hes executed this document on the date set forth below.

Tulare Regional Medical Center

Data!:

OHSUSiA 767424224 2

PAGE
335
161
182
669
456
297
289

355
275
47
386
245
486

 S H O R T FO RM D E E D O F T R U S T A N D A S S IG N M E N T O F R E N T S
(continued)

A notary public or other officer completing this certificate verifies only the Identity
of the Individual who signed the document to which this certificate is attached,
ami not the truthfulness, accuracy or validity of that document

Sate of California

dsuntyof^ESsdM
S jL-J
er an.fron
i}
» *________
Qi SeM&iwJbei

oergre
inta
oi ry Public (here Insert
before me, *
^^ N o
le and title of the ofl
rume:
officer), personally sp e are d A O f i U B COZfi g. vi .
whose nname($) is/ar6 subscribed
w,» proved to me oni the basis of satisfactory evidence
evK&nce to be the person(s)
person^ wliose
to the within Instrument and acknowledged to me that he/sj<r§/tf^y executed the same in his/tjdr/tfjefir
ai Ihorized capacity(ie^), and that by his/h^Wthdir signature^) on tire instrument tlte person^, or the entity
i f on behaf of which the person(p) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the tews of the State of California that the foregoing paragraph
is irue and correct
WITNESS my hand and official seal.

' "M _ i-1mji

MELISSA S. ABEND

Sisi
nature

Commission #2113102
p/

mm

OHStJSA:767424224.2

Notsry Public ■Contemn
Tolars County

S

-MyComm.EB.ir.sMsy^gOtflj

 S H O R T FO R M D E E D O F T R U S T A N D A S S IG N M E N T O F R E N TS
(c o n tin u e d )

EXHIBIT "A”
Legal Description
Re si property In the City of Tulare, County of Tulare, State of California, described as follows:
PARCEL 1 AND REMAINDER OF PARCEL MAP NO. 4531, IN THE CITY OF TULARE, COUNTY OF TULARE, STATE
OF CALIFORNIA, AS PER MAP RECORDED AUGUST 23, 2002 IN BOOK 46, PAGE 36 OF PARCEL MAPS, TULARE
COUNTY RECORDS.
EX' OPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL THE MINERALS, GAS, OILS, PETROLEUM,
NA W H A AND OTHER HYDROCARBON SUBSTANCES IN, ON OR UNDER SAID LAND, TOGETHER WITH ALL
RI< HTS INCIDENTAL TO THE DEVELOPMENT OF SAME, AS EXCEPTED IN THE DEED FROM SECURITY-FIRST
NA‘ TONAL BANK OF LOS ANGELE5, A NATIONAL BANKING ASSOCIATION, TO C £ SWEARINGEN AND CLARA
B. SWEARINGEN, HUSBAND AND WIFE, DATED SEPTEMBER 29,1936, RECORDED NOVEMBER 30,1936 IN
BOOK
704, PAGE 316 OF OFFICIAL RECORDS.
APK
171- 300-015-000 as to Parcel 1171-300-016-000 as to Remainder

OHSUSA:767424224.2

  

 

EXHIBIT #4

 

EXHIBIT #5

ORGANIZATION CERTIFICATE
THE UNDERSIGNED DOES HEREBY CERTIFY that: (a) I am an officer of
Tulare Local Health Care District, an organization duly organized and validly existing
under the taws of the state of California: and (b) that the persons whose names and
signatures appear below are, and have been at all times, duly qualified and authorized to
execute, on behalf of this organization, any and all documents and instruments in
connection with the lease, purchase, sale or other disposition of persona! property from or
to CELTIC LEASING CORP. including, but not limited to. Master Leases, Lease
Schedules. Purchase and Sale Agreements, and other documents relating thereto.

TITLE

NAME
Bennv Benzeevi. MD

SIGNATURE

CEO

IN WITNESS WHEREOF, the undersigned officer has executed this Certificate
on the date set forth below.

o m t'EK T l l l f "MEfERAULY SECRETARY Oft ASST SEC l

Date:

L. C C O D l)

  

 

 

 

EXHIBIT #6

BakerHostetler
Bakers Hostetler up
11601 Wilshire Boulevard
Suite 1400

Los Angeles, CA 90025-0509
T 3 1 0 ,8 2 0 ,8 8 0 0
F 3 1 0 .8 2 0 .8 8 5 9
wvrw.bakedaw.com

August 28, 2017

Celtic Leasing Corp.
4 Park Plaza, Suite 300
Irvine, CA 92614
Re:

Lease Schedule No. 3826A01 (the “Schedule”) to Master Lease No.
3826A (the "Lease") by and between Celtic Leasing Corp.
( “Lessor^’) and Tulare Local Healthcare District ("Lessee")

Ladies and Gentlemen:
We have acted as special California counsel to Healthcare Conglomerate
Associates, LLC, the Manager of Lessee, in connection with the above-referenced
Lease between L essee and Lessor.
In sue* capacity, we have reviewed the Lease and Lease Schedule (including
Addendum A).
In rendering our opinion, we have also examined such certificates of public
officials, organizational documents of Lessee, and other certificates and instruments as
we have deem ed necessary for the purposes of the opinions herein expressed. As to
certain questions of fact materia! to our opinion, we have relied upon the certificate of
an officer of the L essee (the “Opinion Certificate”) and the representations of the
L essee contained in the Lease. As to certain matters involving California election law,
we have relied upon the opinion of Michael L Allan, Esq, Allan Law Office, a copy of
which is attached hereto and m ade a part hereof by reference.
We express no opinion with respect to file effect of any law other than the laws
of the State California (the “S ta te d, including, without limitation, the California Uniform
Commercial Code (the ‘UCC”), and the federal law of the United States (together with
the laws of the State, ' Applicable Law").
W henever our opinion herein is qualified by the phrase “to the best of our
knowledge" (or similar phrase), it is Intended to indicate that the current, actual
Atlanta
Chicago
Houston
Los Angelos
093734.0G0003 611224192 2

Cincinnati
New York

Cleveland
Orlando

Columbus
Philadelphia

Costa Mesa
Denver
Seattle
Washingtont DC

 Celtic Leasing Corp.
August 28, 2017
Page 2

knowledge of the attorneys within the Los Angeles office of this firm engaged in the
representation of Lessee in connection with the Lease transaction is not inconsistent
with that portion of the opinion which such phrase qualifies. Except as expressed
herein, we have m ade no independent investigation of any such matters and we have
not m ade any other examination of Lessee.
Based on the foregoing, and subject to the qualifications and exceptions herein
contained, we are of the opinion that:
1.
Lessee is a political subdivision of the State, to wit, a local healthcare
district, duly organized and existing under the laws of the State, and specifically Section
32000 et seq of the California Health & Safety Code.
2.
The UCC and no other statute of the State, governs the creation,
perfection, priority and enforcement of any security interest created by the Lease.
3.
Within the meaning of the UCC, Lessee is an unregistered organization,
having its sole place of business or its chief executive office in the State. Lessee’s true
and correct legal nam e is stated above.
4.
L essee is authorized and has power under State law to own its
properties and incur and pay its obligations, to enter into the Lease, to lease the
property described in the Lease and to carry out its obligations thereunder and the
transactions contemplated thereby, including, without limitation, payment of all rental
payments set forth in the Lease.
5.
Benny Benzeevi, M.D. is qualified and authorized to execute, on behalf
of Lessee, any and ail documents related to the Lease and Lease Schedule.
6.
Based upon Resolution No. 852 of the Lessee, which was adopted by
the Board of Directors of the Lessee on June 20, 2017 (a copy of which is attached
hereto), the Lease, including the lease of the property subject thereto and Lessee's
obligations thereunder, has been duly authorized, approved, executed and delivered by
and on behaff of the Lessee and is a vafid and binding contract of Lessee, enforceable
against Lessee in accordance with its terms.
7.
To the best of our knowledge, the authorization, approval and execution
of the Lease and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with ali open meeting, public
bidding and other applicable laws, rules and regulations of the State.
8.
The execution of the Lease and the appropriation of moneys to pay the
payments coming due under the Lease do not result in the violation of any
constitutional, statutory or other governmental limitation relating to the manner, form or
amount of indebtedness which may be incurred by Lessee.
9.
The accrual and payment by Lessee, and collection from Lessee, of the
charges provided for in the Lease, including rental, interest, late fees, attorney's fees
and other charges, do not and wilt not violate the constitution or any law of the State.

093734.000003 811224192.2

 Celtic Leasing Corp.
August 28, 2017
Page 3

W e express no opinion with respect to any documents other than the Lease and
the Lease Schedule.
The foregoing opinions are subject to the following qualifications, limitations and
exceptions:
(a)
The effect of bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, arrangement, moratorium or other similar laws relating to or affecting
the rights, powers, privileges, remedies and interests of creditors, obligees or sureties
including, without limitation, the effect of Sections 547 and 548 of the Federal
Bankruptcy Code and comparable provisions of the laws of the State;
(b)
The effect of the limitations imposed by Applicable Law or rules or
principles (of equity, public policy or otherwise) affecting the enforcement of obligations
generally, whether considered at law, in equity or otherwise, including (without
limitation) those pertaining to specific performance, injunctive relief, materiality, good
faith, fair dealing, diligence, reasonableness, unconscionabifity, impossibility of
performance, redemption or other cure, suretyship rights or defenses, waiver, laches,
estoppel, or judicial deference or other equitable remedies;
(c)
The enforceability of any term or provision of the Lease that purportedly
grants to a party or authorizes or permits a party or other person to exercise or
otherwise enforce or pursue specific rights, powers, privileges, remedies or interests in
a manner impermissible under or otherwise inconsistent with Applicable Law or public
policy of the State from time to time in effect;
(d)
The unenforceability under certain circumstances of provisions in the
Lease to die effect that rights or remedies are not exclusive, that every right or remedy
is cumulative and may be exercised in addition to or with any other right or remedy, that
election of a particular remedy or remedies does not preclude recourse to one or more
other remedies, and that any right or remedy may be exercised without notice or an
opportunity to cure;
(e)
The unenforceability under certain circumstances of any term or
provision in the Lease indemnifying a party against liability for its own wrongful or
negligent acts or where such indemnification is contrary to public policy or prohibited by
Applicable Law;
(f)
The enforceability of any term or provision in the Lease purporting to
assign contractual rights, to the extent such provisions are limited by requirements of
notice to and consent of any third parties to such contracts or other interested parties,
or any other restrictions a s to the assignability of such contractual rights;
(g)
The effect of the provisions of the UCC which require a secured party, in
any disposition of personal property collateral, to act in good faith or in a commercially
reasonable manner;

093734 000003 611224192 2

 Celtic Leasing Corp.
August 28, 2017
Page 4

(h)
Any rights under the Lease which are governed by the UCC are subject
to the limitations and restrictions of the UCC which such statute provides cannot be
waived;
(i)
We express no opinion as to the existence, validity, binding effect,
enforceability, attachment, perfection or priority of any security interest or lien created
or purported to be created under the Lease;
(j)
There may be limitations on the exercise of the Lessor’s remedies
arising out of any failure by the Lessor to comply with statutory requirements or judicial
decisions thereunder in the actual exercise of its rights in connection with the
foreclosure, sale or other enforcement of its security interests in any of the Equipment;
(k)
We express no opinion as to whether or not the Lease transaction will be
treated for federal and state income tax purposes as a true lease, or as a financing
transaction.
(l)
Our opinions in Paragraphs 5 and 6 above are based solely upon the
Opinion Certificate and the Allan Law Office opinion.
In our opinion, the foregoing qualifications, limitations and exceptions do not
render the Lease invalid as a whole, and there exist, in the Lease or pursuant to
Applicable Law, legally adequate remedies for a realization of the principal benefits
and/or security intended to be provided by the Lease.
We advise Lessor that circumstances can occur after the perfection of a security
interest in personal property which could cause the security interest to become
unperfected, including, without limitation, the fact that a financing statem ent lapses after
five years; the UCC creates certain limitations on the rights to proceeds; a change in
the name of the debtor or the location of the debtor will result in the security interest in
certain property to become unperfected unless appropriate steps are taken; and a
secured party’s rights are subject to the rights of certain purchasers of the collateral to
acquire the collateral free of the security interest.
To the extent that the obligations of Lessee may be dependent upon such
matters, we assum e that: Lessor is duly formed, validly existing and in good standing
under the laws of its jurisdiction of formation; Lessor has the requisite power and
authority to execute and deliver the Lease and to perform its obligations under the
Lease; the Lease has been duly executed and delivered by Lessor, and constitutes the
legally valid and binding obligation of Lessor, enforceable against Lessor in accordance
with its terms, there are no other documents, understandings, or agreements (whether
written or oral) between or among the parties which would expand, modify or otherwise
affect the obligations of the parties under the Lease, the documents submitted to us
contain therein all the terms intended by the parties.
We have also assum ed that:
(1)
The Lease transaction is not being entered into for any personal, family
or household purposes.

093734.00D003 811224192.2

 Celtic Leasing Corp.
August 28, 2017
Page 5

(2)
Lessee has "rights'* (within the meaning of Section 9203 of the UCC) in
the Equipment, and value has been given by the Lessor to Lessee in connection with
the transactions contemplated by the Lease.
This opinion is intended solely for the benefit of the Lessor and its successors
and assigns in connection with the Lease transaction. No part of this opinion may be
relied upon by any other person or for any other purpose, be incorporated, quoted or
otherwise referred to in any other document or communication or be filed with or
otherwise furnished to any governmental authority or other person without our prior
written consent, except that our prior written consent is not needed to furnish a copy of
this opinion: (a) in connection with any proceedings relating to the Lease or the
enforcement thereof; and (b) to accountants and fegal counsel for the Lessor (each of
whom may rely upon this opinion as though it had been addressed and delivered to
them as of the date of this opinion). In all cases, reliance upon this opinion is
conditioned upon acceptance of all of the qualifications, exceptions, assumptions,
definitions, exclusions and other limitations set forth herein.
This opinion speaks only a s of the date hereof, and to its addressees and their
successors and assigns, and we have no responsibility or obligation to update this
opinion, to consider its applicability or correctness to anyone other than its addressees,
and their successors and assigns, or to take into account changes in law, facts or any
other developments of which we may later become aware.

093734,000003 011224192 2

 RESOLUTION NO. 852 OF THE BOARD OF DIRECTORS OF
TULARE REGIONAL MEDICAL CENTER
WHEREAS, the Board of Directors (the “Board”') of Tulare Local Healthcare
District dha Tulare Regional Medical Center (the “District”) has determined that it is
necessary and appropriate, and in the best interests of the District to borrow funds to
cover operating cash flow; and
WHEREAS, the Board has determined that it is necessary and appropriate, and in
the best interests of the District, to have its manager, Healthcare Conglomerate
Associates, LLC (“HCCA”). acting through its Chairman, Benny Benzeevi, M.D
(“Authorized Representative**) seek to obtain a loan for the purposes of payment of
operating expenses of the Hospital, repayment of debt, payment of Ongoing costs of
construction of the Tower project, and for other Hospital purposes.
NOW, THEREFORE, BE IT RESOLVED THAT the District’s Authorized
Representative is authorized and directed to prepare, execute and submit to potential
lenders applications for a commitment to make a loan, or other agreement for die
extension of credit to the District, in an amount of up to $22,000,000, upon such terms
and at such interest rate as the District’s Authorized Representative determines to be fair
and consistent with the marketplace for the purposes stated above.
FURTHER RESOLVED, that if a loan commitment is obtained, the Authorized
Representative is authorized and directed to take any further actions and to execute, in the
name of and on behalf of the District, any instruments and documents required by the
lender to obtain such loan, including, without limitation, promissory notes, security
instruments and other customary loan documents (which includes sale/leaseback
documents which are used for financing purposes), it being the intention of the Board
that the Authorized Representative shall have absolute, full and complete power and
authority to execute and deliver to the lender any and all documents and instruments
required to obtain and consummate such loan, and to take any further actions required to
obtain and consummate such loan.
FURTHER RESOLVED, that the Board acknowledges and agrees that except to
the extent prohibited by applicable law and any existing Bond documents, all property
(real and personal), equipment, revenues, deposit accounts and other assets of the District
may be used as security for any loan obtained pursuant to this Resolution.
IN WITNESS WHEREOF, 1have hereto sc
District, tin’s 2.0
day of June, 2017.

093714.000003 610927047.1

 MICHAEL L. ALLAN
ATTORNEY AT LAW

2 181 E ast

fo o th ill

Boulevard

S uite 102
Pasad e n a , C a lifo r n ia 9 1 1 0 7

T eleph o ne
(626) 6 8 3 * 7 0 2 7 (D)

F a c s im

il e

(626) 683 * 7 0 3 2

August 25, 2017
BvEmail
Bruce R. Greene, Esq.
Baker & Hostetler LLP
11601 Wilshire Blvd, Ste 1400
Los Angeles, CA 90025 - 0509
Re:

Tulare Local Hospital District Special Election Aftermath
Has Senovia Gutierrez commenced her term of office as a TLHD Director

Dear Mr. Greene:
Thank you for the opportunity to provide you with this analysis regarding the above
referenced matter. You have asked me to discuss the aftermath of the Tulare Local Healthcare
District ( the “Board” or “TLHD”) recall and special election of July 11,2017 (the “Special
Election”), specifically whether the candidate elected to replace a sitting director removed
through the recall process may be considered as having commenced her term of office.
1have previously performed legal services for a TLHD director. To the best of my
knowledge, the interests.of my former client and those of the TLHD are not adverse to each
other, and no actual or potential conflict of interest exists or threatens to come into existence
which would prevent me from presenting my analysis to you. Further, in that prior capacity, 1
became acquainted with certain facts pertinent to this matter, which are set forth below. You
have not provided to me a separate set of facts or additional facts for this analysis or otherwise.
In making this opinion, l have reviewed various legal sources, including the California
Election Code and its legislative history, and case law arising therefrom, published guidelines of
the California Secretary of State and Tulare Registrar of Voters regarding elections, and recalls,
the Tulare County Code. I have based my analysis on such statutes, case law, regulations, and
decisions and published statements of the State of California, and its local subsidiaries (the
“Applicable Law”).
When my statements herein are qualified by the phrase “to the best of my knowledge”, or
a similar phrase, it is intended to indicate that my actual knowledge of the facts in this matter is
not inconsistent with the statement that is qualified by such phraseology.
This opinion is based upon my understanding that the facts set forth below are true and
that there are no other relevant or contrary facts that would be necessary to formulate this
opinion. To the extent that these assumptions of facts are misplaced or other material facts exist,
I reserve the right to change this opinion in whole or in part. This opinion is subject to the

 M i c h a e l L. A l l a n , E s q ,
Letter: Bruce Greene, Baker & Hostetler, LLP
Date: August 25, 2017
___________ ________ _______________________________________________ Page 2 of 8

foregoing {imitations, and subject further to the qualifications and exceptions set forth herein,
My understanding of the facts is as follows:
A. Facts Assumed:
The Special Election was held July 11, 2017 for the purposes of recalling a Director of
the Tulare Local Healthcare District (TLHD), and, if the recall were successful, replacing the
recalled Director, The TLHD Board consists of five (5) directors elected to represent various
districts within the TLHD, which encompass the City of Tulare and various areas of Tulare
County. Three (3) directors participating in a meeting constitute a quorum. The Special
Election was held, a director was recalled and a replacement was elected in the person of
Scnovia Gutierrez (“Gutierrez”), who apparently received a majority of the voles cast to replace
the recalled director.
Following the election, a recount was timely requested and performed. The success of
the recall was confirmed, Gutierrez was confirmed by the Tulare Registrar of Voters (the “RoV”)
as the candidate who received sufficient votes to replace the recalled Director.
On July 25, 2017, Ms. Gutierrez and two allied members of the Board held an event,
where a third director also attended but did not speak, at which Ms. Gutierrez was proclaimed
victor and she purported to orally take the oath of office. However, at that time, no certification
of the election had been provided to the Board, and no legal notice had been provided regarding
said event, and no declaration of the election under Elections Code Sec. 15400 had been made.
Ms. Gutierrez apparently also signed an oath of office on July 25, 2017, and apparently provided
it to the RoV rather than to the Secretary or Clerk of the TLHD as required by statute. On that
date, the RoV prepared and overnighted a letter to the TLHD Secretary which included, inter
alia, the certification of the results of the Special Election, and at least a copy of the oath
document subscribed by Gutierrez. How the oath document made it into the RoV’s
correspondence package for a Fed Ex delivery when Gutierrez’s taking of the oath was
broadcast, inter alia, through facebook live feed in the evening of that same day is not explained.
On July 26, 2017, the very day of the next regularly scheduled meeting of TLHD, the
RoV provided the certification of the election results to the TLHD, allowing insufficient time for
a declaration of the election under Elections Code Section 15400 to be noticed to the public.
Two of the current directors (die “dissenting directors”) demanded that the Chainnan place the
declaration on the meeting agenda and declare the election, which the Chairman declined citing
the late delivery of the Certification to TLHD, and Brown Act concerns regarding proper notice.
The dissenting directors then declined to participate in the Board meeting, even so as to place the
declaration of the election on a subsequent agenda, and walked out. A quorum could not be
reached. Since the July 26, 2017 regular Board meeting, the dissenting directors and Ms.
Gutierrez: have failed to attend a regular Board meeting or cooperate with the two other directors
to schedule a meeting or to otherwise attend to Board business.
Initially, the dissenting directors and Gutierrez claimed that the July 25rtl meeting was
valid event where she was sworn and joined the Board. Later, they look the position that the

 M ic h a e l L . A l l a n , E s q .

Letter: Bruce Greene, Baker & Hostetler, LLP
Date: August 25,2017

___________________________________________________ _________ Page 3 of 8
event was only ceremonial and therefore exempt from Brown Act notice and like considerations.
Following the July 26,2017 regular meeting of th Board, the two dissenting Directors and Ms.
Gutierrez instead of participating in regular Board meetings have participated in several events
which they have characterized as Special Board meetings, but which events were held apparently
without legal notice, were called and attended by only the two dissenting directors and the
unseated Ms. Gutierrez, and which lacked legal quorums. At one such event, the dissenting
directors and Ms. Gutierrez purported to adopt various statements and resolutions on behalf of
the TLHD, including voting to rescind Resolution 852, which authorized HCCA, the manager of
the District (acting through its Chairman, Dr. Benny Benzeevi) to enter into loans on behalf of
the District and to terminate the District’s representation by the Baker Hostetler firm. They also
voted to seat Ms. Gutierrez, at some point.
Applicable Law;
G eneral Election L a w s o f C alifornia Govern

While TLHD is a special district for various purposes under the law, the Uniform District
Election Law, Govt. Code Secs. 10500 - 10556 do not appear applicable as the TLHD was
formed prior to the institution of the Uniform District Election Law in 1994. Provision in statute
for action required by the RoV, TLHD, and Gutierrez in the aftermath of the Special Election
include Elections Code Section 15372 and Elections Code Section 15400, Government Code
Section 1303 speaks to requirements of qualification for office after an election. Government
Code Section 5602 identifies TLHD as the governing body for purposes of this analysis.
Government Code Section 11384 provides inter alia for removal of a recalled officer after
qualification of his successor. Government Code Section 11386 mandates a time frame for a
successful candidates qualification for office. Bylaws of TLHD as adopted, specifically
regarding provisions for the calling of meetings and quorums.
Discussion:
P rocedure F ollow ing E lection

Following the Special Election, the RoV, TLHD, and Gutierrez are obliged to follow
certain post election procedures which provide for her accession to office.
RoV Provision of Certified Election Results
Elections Code Section 15372 provides that the Registrar of Voters (“RoV”) will
forward to the TLHD, as the governing body, a certified statement of the results of the election.
The same is forwarded to the successful candidate in accord with Elections Code Section 15401.
As noted above, to the best of my knowledge, the RoV provided the certified statement to TLHD
and it was received on the day of the regular Board meeting for July 2017.
Dec laration of Election
Following receipt of the certified statement of the election results from the RoV,
the governing body, TLHD, must formally declare the election pursuant to Election Code
Section 15400. Elections Code Section 15400 provides, in pertinent part, that the governing
body “shall declare elected ... to each office voted on at each election under its jurisdiction the
person having the highest number of votes for that office...” The TLHD is the governing body in
this matter as provided in Government Code Sec. 5602. The specific action which constitutes a

 M ic h a e l L . A l l a n , E sq .

Letter: Bruce Greene, Baker & Hostetler, LLP
Date: August 25, 2017
_____________
Page 4 of 8

declaration of election results by the governing body is not set forth in statute. However, in the
case Brown v. H ite, 64 Cal.2d 120, the court describes the issuance of a declaration of election as
“a certificate commemorating an event that has already occurred.” Brown , 64 CaL2d at 127
The issuance of a certificate is more than a mere announcement from the podium by a director,
but rather appears to require the affirmative action of the Board. The Board can only take action
by motion or resolution (Bylaws, Article I], Sec. 2,c.) with the existence of a quorum, (Bylaws,
Article II, Sec. 2.a.) and no quorum has occurred since the June, 2017 regularly scheduled
meeting of the Board. Hence, the Board has been unable to notice and take action to declare the
election.
A) Interpretation o f Elections C ode Section 15400

Decisions interpreting Elections Code Section 15400 or its predecessor
statutes are not abundant. In Brown v. H ite (1966) 64 Ca!.2d 120, ostensibly providing its
decision under the regime of a former elections code section iteration, the California Supreme
Court stated that as regards judicial candidates a prevailing candidate is elected on the day of the
election and not on the day the results of the election are officially declared, “...if an election is
in fact held, the prevailing candidate is elected on the day of the election (cf. B ow rin gv.
D om inguez (1935) 3 Ca!.2d 167, 168) and not on the day the results are declared”. Brown v.
Hite at 127 In so doing, the Court referred to die declaration as a formality, commemorating an
event that has already occurred. Brown v. Hite, 64 C al.2 d at 127 Only four published cases cite
to the Brown decision, three of which pertain specifically to the election of judges, and the fourth
pertaining to the court discussion oflimitations on its powers with respect to legislative
enactments in the context of an insurance litigation. Topa Ins. Co. V. F irem an ’s Fund 39
Cal.App.45h 1331, 1341
The legislature has amended former Elections Code § 15400, which was
enacted by in 1961, amended by in 1963, and partially repealed in 1976, and then included in an
amendment intended to reorganize and clarify the Elections code, and provided “only technical
and nonsubstantive effect” in 1994. Regarding the 1994 amendment and reorganization, the
legislative notes refer to a lack of intention to add or subtract rights and obligations as a result of
said amendment. Dee-rings, California Codes, Note re: Stats 1994, ch 920, re: Sec. 3. Elections
Code Section 15400 remains substantively intact. The failure to substantively change or
eliminating the provisions of that Section, suggests that the legislature decided that the
declaration of the election by the governing body would continue as part of the post-election
process.
B) L ocal Governing Bodies R egularly C om ply with E.C. S ec 15400

Local governing bodies, including cities, counties, and local districts,
regularly comply with the obligation to formally declare election results in accord with the
I provisions of Elections Code Section 15400. Citing to the obligations upon governing bodies set
] forth in Elections Code Section 15400, formal written declarations of election results by
I resolution requiring a motion, seconding, and a subsequent vote are normal procedure for
! compliance, as in, for example, the Stanislaus County Board of Supervisors, the San Francisco
  County Board of Supervisors acting, including when acting, inter alia, for the BAR I’District
  Board of Directors, the local Community College District, the San Francisco Unified School

 M i c h a e l L, A l l a n , E s q .
Letter: Bruce Greene, Baker & Hostetler, LLP
Date: August 25, 2017
_______________________________________________________________
Page 5 of 8

District, and the San Francisco Superior Court, the City of Palo Alto and the City of Oakland.
Additionally, declarations of election are included as formal agenda items for meetings,
including, e.g. the Santa Clara County Board of Education, the Napa County Board of
Supervisors, and the Alameda County Board of Supervisors. The TLHD is required by its
Bylaws to take action only by motion or resolution, and therefore would require formal action at
a meeting having a quorum so as to comply with Elections Code Section 15400. (Bylaws,
Article II, Sec. 2.c.)
Governing body compliance with Elections Code Section 15400 is
pursuant to recommendations from their respective Registrar of Voters and governing body staff,
including for example the staff of the County Clerk Recorder (Elections) of the County of
Stanislaus, the County Clerk^Recorder/Asscssor for the County of Sonoma, office of the City
Clerk of Palo Alto, the Assessor-Recorder-County Clerk as Ex-officio Registrar of Voters for
Napa County as of 2006, and the Registrar of Voters of Alameda County. As regards the matter
at hand, the Tulare County RoV set forth her recommendation that the TLHD comply with
Elections Code Section 15400 (See Letter to TLHD from RoV of 07/25/2017). The County
Clerk/Assessor/Recorder of the County of Sonoma has opined further in pertinent part that the
County’s failure to comply with its obligation to declare the election results would “result in
elected candidates not taking office”. (See Agenda Item Summary Report, Requested Board
Action, 12/14/2010) In addition, the School and College Legal Services of California (“SCLS),
a joint power authority serving school and college districts, has advised its constituent
superintendents that making a declaration of election is required pursuant to Elections Code
Section 15400. (SCLS Legal Update 09/20/2016 to Superintendents of Member Districts)
C) E lection and Com m encem ent o f Term are D ifferent Concepts

Various statutes discuss the times following an election when an elected
person may take office, separating the concept from that of the election itself. Further, the court
in Brown cites to B owring v. Dominguez (1935) 3 Cal.2d 167 in which the Court again discusses
eligibility of judicial candidates for office, and in so doing recognizes a distinction between
election to office and the commencement of the term of office by citation to and discussion of
the decision in W ardv. C ro w ell , 142 Cal. 587. 76 P. 491 (Cal. 1904) in which a County officer
was eligible to take office based on the timing of his receipt of certain professional certifications
required for such office. The Court noted the earlier decision as stating that “it was sufficient in
order For him to legally hold office after after his election that he receive such a certificate before
his term of office commenced” B ow ring at 170 Hence, the Court, in W ard v. C row ell and in
B ow ring , tacitly recognizes that election and the commencement of a term of office are two
separate matters. See W ard v. Crowell, 142 Cal. 587, 76 P. 491 Note: The W ard case has been
distinguished by two subsequent cases concerning the applicability of conditions to office
holding when the time for the existence of conditions is not specified in statute or constitution.
Qualification of Gutierrez
As the successful candidate, Ms. Gutierrez must have been qualified for office
within ten (10) days after receiving the certification of the election from the RoV. See Govt.
Code Sec. 11386 To qualify, Ms. Gutierrez must have subscribed to the Oath of Office and filed
the original of the same with the Clerk or Secretary of TLHD, pursuant to Government Code

 M i c h a e l L. A l l a n , E s q .
Letter: Bruce Greene, Baker & Hostetler, LLP

Date: August 25, 2017

__ _____________________________________ _____________________

Page 6 of 8

Section 1303. Note; If Ms. Gutierrez is deemed to have failed to file the original oath of office
with the TLHD’s Clerk or Secretary, then it becomes arguable that the office to which she was
elected “shall be vacant, and shall be filled according to law.” Govt Code Sec. 11386 Note:
The recalled Director is not removed from office until the qualification of his successor. Govt
Code Sec. 11384
Special Meetings Called Bv Dissenting Directors After Julv 26.2017
Following the July 26, 2017 regular meeting of th Board, the two dissenting
Directors and Ms. Gutierrez instead have participated in several independent events which they
have characterized and represented as Special Board meetings. Those events were held without
requisite and timely legal notice, and in addition were called by only the two dissenting
directors, Jamaica and Northcraft. Ms. Gutierrez’s participation in any call for a meeting is, as
yet, irrelevant as she is not a seated director as discussed above. The Tulare Local Health Care
District Bylaws, adopted May 22,2013 (the “Bylaws”) governs, inter alia, meetings of the Board
of Directors of TLHD, including their calling and the formation of quorums. The Bylaws at
Article 11, Sec. 1.b. provide that a Special Meeting of the TLHD may be called by three (3)
directors, not merely two. Said subsection also requires that such meetings be held in
compliance with the Ralph M. Brown act by timely publication of notice of any such meeting.
Hosvever, in addition to disqualification of any such purported meeting or associated action
taken in potential violation of the Brown Act arising from lack of appropriate and sufficient legal
notice, such events were not called in compliance with the Bylaws, and do not constitute valid
Special Meetings of TLHD, having been called by only two directors, Northcraft and Jamaica,
and notably lacking a quorum. The Bylaws, at Article II, Section 2,a., provides that a majority
of the directors constitutes a quorum for the transaction of business, and only two of the four (4)
sitting directors were present at the purported special meetings. Hence, any actions purportedly
undertaken at such improperly called purported special meetings lacking a quorum do not have
any binding effect upon TLHD or its other directors, and do not constitute legal acts of TLHD.
Conclusion:
A multi-step process following the election of a TLHD Director is required for Gutierrez
to take office. 1) The RoV must provide a certified statement of the election results to the TLHD
as the governing body, and to the successful candidate within thirty (30) days of the election; 2)
TLHD must thereafter declare the election, an action which is not defined in the code, but which
case law suggests is more than a mere announcement from the dais and may require affirmative
action of the Board, which itself requires a quorum at a meeting of the Board; 3) Gutierrez must,
within 10 days after receipt of the certified statement of election from the RoV, subscribe to her
oath of office and file it with the Clerk or Secretary for the TLHD.
The failure of the dissenting directors to participate in meetings of the Board, and achieve
a quorum since the June regular meeting of the TLHD, has prevented TLHD from making the
declaration of election required in Elections Code Section 15400. Further, I am aware of no
facts to suggest that Ms. Gutierrez has filed the original of her oath of office with the Secretary
or Clerk of TLHD, or that she filed the same within the mandated ten (10) days of her receipt of
the certified statement of election from the RoV.

 M ic h a e l L . A l l a n , E sq .

Letter: Bruce Greene, Baker & Hostetler, LLP
Date: August 25, 2017
____________________________________ ______________
Page 7 of 8
The known facts suggest that compliance with statutory procedure required to commence
Ms. Gutierrez term of office has not taken place, and she is not yet a director. Further, if Ms.
Gutierrez has failed to subscribe her oath and file it with TLHD within the time frames set forth
in Government Code Section 1303, the office to which she was elected may be deemed to have
fallen vacant.
Acts purportedly taken by Ms. Gutierrez in concert with the dissenting directors, at
improperly called purported special meetings lacking a quorum, are attempted without
compliance with the Bylaws or with California law regarding such meetings. A special meeting
of the Board cannot be called by only two directors of four, and therefoie the events called by
the dissenting directors and Gutierrez do not constitute valid meetings of the Board pursuant to
the Bylaws. Such invalidity is in addition to their potential illegal nature under the Ralph M.
Brown Act. Further lacking a quorum of the sitting directors, no action taken at such a purported
meeting would have any binding force or effect.
This opinion is based on the foregoing assumptions of fact and law discussed herein. I
have not located any other statutes, cases, or regulations other than those expressed herein that
arc material to my opinion. To the extent that such other statutes, cases, regulations, regulatory
council opinions, district council opinions, and attorney general opinions exist, I reserve the right
to modify this opinion in whole or in part based on such other factors. My assumptions of fact
and law are set forth herein, and there are no implied and unstated assumptions of fact or law. 1
am expressing no opinion with respect to any facts or the application of law to such facts, other
than as are set forth above.
The foregoing analysis is subject to the following qualifications, limitations and
exceptions:
a) There may be facts concerning post-election actions, statements, and other facts
effecting the electoral status candidate Gutierrez, and the occurrence of law and regulation of
which 1am unaware, whether by reason of lack of public promulgation or otherwise;
b) There may be changes of law, regulation, and ideas of enforcement and interpretation
of the same which may have been considered or initiated since the time of the Special Election
which have not been publicly promulgated and of which 1am unaware which may effect the
analysis applied to the facts concerning the aftermath of the Special Election and the electoral
status of Gutierrez;
c) The undersigned is aware of no Charter or similar document governing the TLHD
which would exempt the recall, election, and seating of directors from the general election law;
d) This analysis has been provided in an unusually abbreviated time frame at your
request and such abbreviated time frame has limited my ability to research and analyze the
question presented.1
1reserve the right to amend this opinion in whole or in part, based upon such later

 M ichael L. Allan, Esq.
Letter: Bruce Greene, Baker & Hostetler, LLP
Date: August 25,2017
______________________________ Page 8 of 8

discerned facts and law as may become available.
Subject to the reservations and conditions set forth herein, this opinion may be relied
upon for purposes relating to its subject matter.
Thank you for your anticipated attention to this matter. Should you have any questions
or comments, please contact me directly in writing by means of my email account.
Very truly yours,

Michael L. Allan, Esq.

  

EXHIBIT #7

06-0 ec-17

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EXHIBIT #8

Investigative Auditor Report

TO:

Trevor Holly
Deputy District Attorney
Tulare County District Attorney’s Office

FROM:

Darrell B. Early, MBA, CFE
f*
Investigative Auditor Specialist
—
C-""'
Fraud and Special Prosecutions Section
Office of the Attorney General/California Department of Justice

SUBJECT:

Celtic Commercial Finance Purchase/Leaseback Proceeds of $3 Million

DATE:

December 19, 2018I.*1

I.

Background
This report provides an update to Investigative Auditor Report #1 based on additional
evidence obtained and further analysis of ail information contained in this report.
Investigative Auditor Report #1 was issued on September 27,2018.
In January of 2018. I, Investigative Auditor Specialist Darrell Early, Office of the
California Attorney General (AG), Fraud and Special Prosecutions Section, began assisting
the Tulare County District Attorney’s Office with the investigation involving the Tulare
Regional Medical Center (TRMC) and Healthcare Conglomerate Associates, LLC (HCCA).
This report provides data and information from this financial investigation regarding the
financial activities related to TRMC. HCCA, and Tulare Asset Management, LLC (TAM),
a related entity of HCCA.
Based on the records obtained, an audit was conducted to determine the purpose for the
disbursement of funds from Celtic Commercial Finance (CELTIC), determine the amount
of funds disbursed by CELTIC, determine how CELTIC disbursed the funds, and trace the
disbursed CELTIC funds between multiple bank accounts.

111.

Executive Summary
I reviewed, scheduled, and analyzed several bank accounts. In addition, I reviewed
documentation and emails from CELTIC and TRMC. The bank records, documentation,
and emails were obtained through search warrants executed by the Tulare County District
Attorney’s Office.
After reviewing and analyzing documentation and information, it was determined that TAM
received $3 million from CELTIC via wire transfer and subsequently transferred those

 funds to other bank accounts controlled by Yorai “Benny’* BENZEEVI with the exception
of $133,526.38. The report also demonstrates that it was communicated to CELTIC that the
$3 million would be used for cash reserves for TRMC and to retire existing TRMC revenue
bond debt. In addition, CELTIC was informed by TRMC representatives to send the $3
million to the TAM bank account in which CELTIC believed was owned by TRMC based
on communication with TRMC representatives.
This investigation is still ongoing.
III.

Scope
The objectives of the audit were as follows:

IV,

•

Determine the purpose for the disbursement of funds from CELTIC.

•

Determine the amount of funds disbursed by CELTIC.

•

Determine how CELTIC disbursed the funds.

•

Trace the disbursed CELTIC funds between multiple bank accounts.

Approach
E x a m in er

Investigative Auditor Specialist Darrell B. Early, MBA, CFE
P rocedu res

As part of the analysis of this matter, the Investigative Auditor Specialist took the following
actions:
•

Communication with the Tulare County District Attorney’s Office.

•

Reviewed copies of financial records and documents provided by CELTIC.

•

Reviewed and analyzed bank records for bank accounts controlled by TRMC,
HCCA, and TAM.

•

Reconstructed monthly bank statements in electronic format using Microsoft Excel
spreadsheets.

•

Conducted research on the Internet.

•

Prepared summary chart and schedules of audit findings.

2

 VI

Findings
A. Pu rchase/Leaseback Agreement
CELTIC'S Background
In August of 2017, representatives of Tulare Local Healthcare District (TLHD)/TRMC
communicated with CELTIC in regards to obtaining a purchase/leaseback agreement
involving TRMC equipment. According to CELTIC’S website, they are a full service
equipment lease and finance company specializing in lease transactions throughout the
United States.1
Application and Letter of Intent
On August 8, 2017, Alan GERMANY, a representative of TRMC sent an email to CELTIC
stating that he signed a letter of intent to CELTIC regarding a purchase leaseback for $ 10
million. In GERMANY’S email he states that he is a signer and attester in his function as
CFO and COO.2
On August 8, 2017, an email between CELTIC representatives show an attachment
document or a credit application signed by Delbert BRYANT of TRMC and a letter of
intent signed by GERMANY with GERMANY indicating only $10 million for a purchase
leaseback at this time even though a total of $22 million is listed on the document.3
BRYANT’S title on the credit application is listed as, '‘Controller.”
On August 8, 2017, GERMANY sent an email to CELTIC indicating that a $30,000 check
is on it's way to CELTIC via UPS for the funding of $3 million.4 An attached document in
the email show a copy of the $30,000 check written from a bank account in the name of
TRMC to CELTIC.5
Purpose of the Leaseback Agreement Funds
On August 4, 2017, Skylar CRANE from CELTIC sent an email to GERMANY inquiring
about what was the motivation for raising cash and that CELTIC wanted an explanation
from GERMANY regarding the purpose of going through the reimbursement/funding
process now. In addition, CRANE specifically asked, ‘‘For example, are going to use it for
acquisitions, future sites, etc.?”6
GERMANY replies back to CRANE'S email on August 4, 2017. GERMANY states in his
email that TRMC had a system conversion in October of the prior year (2016) and as a
result of the conversion, cash collections declined 24% or $9 million. GERMANY also
states that conversion costs TRMC incurred were around $9.4 million. In addition,

! http://www.celticfinance.com/.
: Exhibit I: F.mail- FW: Tulare Regional Medical Center - Purchase Leaseback.
4 Exhibit 1: Email- FW: Tulare Regional Medical Center - Purchase Leaseback.
4 Exhibit 2: Email- RE: Tulare Regional Medical Center - Purchase Leaseback.
5 Exhibit 3: Copy o f $30,000 Check.
E xhibit 4: Email- RE: Celtic Commercial Finance- HFMA (Equipment List).

3

 GERMANY states that General Obligation bond proceeds were exhausted in October 2014,
which caused him to fund a continuing patient tower construction project from hospital
operation funds, which totaled to $8 million as of the date of the email.
According to GERMANY, the leaseback agreement funds would not be used for
acquisitions or future sites, and that the new funding would go towards replenishing cash
reserves for TRMC due to the aforementioned total of $26.4 million of expenditures ($9
million + $9.4 million + $8 million). GERMANY also stated that TRMC may use a portion
of the funds to retire existing revenue bonds, which totaled at $13.6 million as of the date of
the email. The following are the words from GERMANY:
“W e do not plan to use the funds for acquisitions or future sites. The
anticipated new funding will go towards replenishing cash reserves due
to the $26.4 MM expenditures outlined above. We also may use a portion
o f the proceeds to retire the existing revenue bonds, which currently total
$13.6 MM. Let me know i f you would like further explanation or
rationale.” 7

Approval and Signed Documents
In August of 2017, TRMC was approved for $3 million according to a purchase leaseback
agreement with CELTIC. The following are different documents that were part of the
approval and agreement process.
A. Approval letter from CELTIC dated August 22, 2017. The letter was signed by
GERMANY. BENZEEVI, and Paula NGUYEN on August 23, 2017.8 BENZEEVI
at the time of the signing of letter was the CEO of HCCA representing TRMC and
NGUYEN signed for CELTIC and NGUYEN’S title listed on the document was
“Vice President.”
B. Lease Schedule No. 3826A01 dated August 24, 2017. The schedule was signed by
GERMANY and BENZEEVI on August 23, 2017 and signed by Michael J.
PURCELL on August 24, 2017.9 PURCELL signed for CELTIC and PURCELL’S
title listed on the document was “Executive Vice President.”
C. Master Lease Agreement No. CML-3826A. The master lease agreement was signed
by GERMANY and BENZEEVI on August 23, 2017 and signed by PURCELL on
August 24. 2017.10*
D. Purchase/Leaseback Agreement and Bill of Sale. The agreement and bill of sale was
signed by BENZEEVI and PURCELL on August 30, 2017.11
(Exhibit 4: Email- RE: Celtic Commercial Finance-11I MA (Equipment List).
Exhibit 5: Celtic Commercial finance Approval Letter.
Exhibit 6: Lease Schedule No. 3826A01.
Exhibit 7: Master Lease Agreement No. CML-3826A.
Exhibit 8: Purchase/Leaseback Agreement and Bill o f Sale.

4

  

Es Acceptance Ccnificaw. The certificate was signed by BENZEEVI on August 30.
20w."

r. Organization Cenilicatc. The certificate was signed by GERMANY
signed as a uitness on August 30. MW.

The purchase leaseback agreement was between and CELTIC as evidenced
in the aforementioned documents. The agreement was that would receive 53
million from CELTIC by selling and lasing back 53 million worth equipment
assets. See Exhibit 8-- Purchase/Lcascback Agreement and Bill of Sale for a listing of
TRMC Ihal were sold to CELTIC. There was no purchase Ieasebnck agrcemcnt
and CELTIC

8. Wiring of Funds

On August 18. 2017' BRYANT sent an email l0 CELTIC providing wire information for
wiring The following is the wiring infomation rhar BRYANT provided

"Skylar,

The account is named Tulare Asse| Management Account

Bank is Washitlglon Mulual (now Chas: but still reads routing number as WM)
Routing number 322271627
Account number -s is

Put on memo line: I'ulare Lucal Hezllh Car: District"u

Based on wiring information. til: funds Wei": Io be wired to an account named
TAM zit JPMorgan CHASE Bank. The TAM bank account is not an account held
under TRMC, but is an account thal is controlled by BENZEEVI sepnmtely from TRMC.

CELTIC generaled a wire derail report dated August 3L 2017, thal show pending payment
slalus or Ihc 53 million that was lo TAM bank account held at CHASE Bank.
According the report the funds were wired on Augusr 31, 20l7.'s

C. Tracing ol' CELTIC $3 Million Purchase/Leluback Proceeds
CHASE Ban Account Number 59! 5

On August BL 2017' $3 million Vin "ire transfer was deposited into TAM bank account
number 898i ISQIS held at CHASE Bank.In 'l'hc dcposil was from CELTIC. The account is
3 Chase Platinum Businrss Checking account and Yorai l3 Benucvi is the signer an the
account. The account was opened on November 9. I6. Prior lo $3 million dcposit. lhe

 

crullcalc.

whilslt lo- Organization Certificate,
'x bill Email-REWireini'ormallon

sxhibu 12

 

re Dclail Report.
mini 13 Schedulcs- Flaw ofSJ V'liilion Cellic Funds

5

account had a balance of $56.811.04. The ending balance in the account as of August 31,
2018 was -SI85.00. The following were all the subsequent withdrawals after the deposit of
the $3 million.17
•

On September 7, 2017, $133,526.38 was wired to TRMC Bank of the Sierra
account number 2020241570.

•

On September 11, 2017, $499,727.93 was transferred to HCCA CHASE Bank
account number 550578699.

•

On September 13, 2017, $2.4 million was transferred to HCCA CHASE Bank
account number 550578699.

•

On October 23, 2017, $23,456.73 was transferred to HCCA CHASE Bank account
number 550578699.

•

On November 3, 2017, $95.00 monthly service charge to the account.

•

On December 5, 2017, $95.00 monthly service charge to the account.

•

On June 5, 2018, $95.00 monthly service charge to the account.

•

On July 5, 2018, $95.00 monthly service charge to the account.

•

On August 3, 2018, $95.00 monthly service charge to the account.

As mentioned before, the account had a balance of $56,811.04 before the deposit of the $3
million CELTIC funds; therefore, the CELTIC funds were commingled in the account. In
order to determine the specific use and balance of the commingled funds, the auditor
applied the, "Lowest Intermediate Balance Rule (LIBR)” asset tracing methodology. LIBR
presumes that the owner of the commingled bank account will preserve the illegitimate
funds for the benefit of the victim(s); therefore, the owner will use their own funds first
before using the illegitimate funds. See Table 1 below in determining the use and the
balance of commingled funds in the account.
Table 1: LIBR Asset Tracing
NonCELTiC
D ate

!08/02/2017
08/31/2017
09/07/2017
08/31/2018

17

D escription

Account Balance
Celtic Leasing Corp
TRMC Acer 1570
Ending Balance

D ep osit

W ith d ra w a l

3,000,000.00
190.00

Exhibit 13: Schedules- Flow o f S3 Million Celtic Funds.
6

CELTIC Funds

Funds

Balance

Baiance

3,000,000.00
133,526.38
2,923,659.66

2,923,284.66

To ta l Balance

56,811.04
56,811,04
-

56,811.04
3,056,811.04
2,923,284.66
(185.00)

  

 

the balance 0(5292318456 in the account as &lt;&gt;. orsst Celtic l-unds,

thihtt Ii- Schedules Flu" Mt ton Celtic Funds,
.th H:Chm:kwl-1DD~ Batcua 

Eth 5 Check :19571301192- Enter 51 Hosteller.
.Ethtutt 16. :11401- Yorai 

 

 

 

Table 2: Asset Tracing

 

 

 

 

 

 

 

 

 

 

 

 

i

CELYI: Funds Fund:
Dlte Duwiption Dope/sit l-lam Ilium: . l'wl 1.1m:-
09/01 2017 Account Baianu 131,175.77 1 111,175.77
09/11 2017 l'rartsler &lt;Table 3: LIBR Asset Tracing

-Date

09/15/2017
09/18/2017
08/31/2018

Description

Deposit

Withdrawal

Account Balance
!HCCA Acct 8699- Check #1401 2,400,000.00
830,269.25 4,746,762.53
Ending Balance

NonCELTlC
CELTIC Funds
Balance
Funds Balance Total Balance

2,400,000.00

2,454,432.17
2,454,432.17

937,938.89

2,454,432.17
4,854,432.17
937,938.89

The balance of $937,938.89 in the account as of August 31, 2018 are CELTIC funds since
the amount is less than the CELTIC funds balance as of September 18, 2017. In addition,
$367,852.16 (499,727.93 minus 131,875.77) of the $499,727.23 check that was written to
Baker and Hostetler on September 13, 2017 was part of the CELTIC funds.
VI.

Conclusion
This report reflects how TAM received $3 million from CELTIC via wire transfer and
subsequently transferred those funds to other bank accounts controlled by Yorai “Benny’*
BENZEEVI with the exception of $133,526.38. The report also demonstrates that it was
communicated to CELTIC that the $3 million would be used for cash reserves for TRMC
and to retire existing TRMC revenue bond debt. In addition, CELTIC was informed by
TRMC representatives to send the $3 million to the TAM bank account in which CELTIC
believed was owTied by TRMC based on communication with TRMC representatives.
The information in this report is corroborated by the documentary evidence as described
herein.
This investigation is still ongoing.

VTI

Exhibits
Exhibit 1: Email- FW: Tulare Regional Medical Center - Purchase Leaseback.
Exhibit 2: Email- RE: Tulare Regional Medical Center - Purchase Leaseback.
Exhibit 3: Copy of $30,000 Check.
Exhibit 4: Email- RE: Celtic Commercial Finance- HFMA (Equipment List).
Exhibit 5: Celtic Commercial Finance Approval Letter.
Exhibit 6: Lease Schedule No. 3826A01.
Exhibit 7: Master Lease Agreement No. CML-3826A.
Exhibit 8: Purchase/Leaseback Agreement and Bill of Sale.
Exhibit 9: Acceptance Certificate.
9

 Exhibit 10: Organization Certificate.
Exhibit 11: Email- RE: wire information.
Exhibit 12: Wire Detail Report.
Exhibit 13: Schedules- Flow of $3 Million Celtic Funds.
Exhibit 14: Check #1400- Baker & Hostetler.
Exhibit 15: Check #9571302392- Baker & Hostetler.
Exhibit 16: Check #1401- Yorai Benzeevi.
Exhibit 17: Summary Chart- Flow of $3 Million Celtic Funds.

10

 £*V\vW\'t“ jL
Darrell parly
From:

Attachments:

Timothy Ong
Tuesday, August 08, 2017 1:27 PM
Dane Zupon; Katie Larson; Skylar Crane; Michael Purcell
FW: Tulare Regional Medical Center - Purchase Leaseback
Credit Application.xls; 8 8 17 Signed LOI - Celtic Commercial Finance.pdf

Importer* :e:

High

Sent:
To:
Subject

Lady and Gents,
Please see the attached signed LOI. As indicated below, they are currently only looking to get the approval for the

$10MM PI.IB. As mentioned, it's extremely time sensitive due to the feet he's dangling $12MM in new business in front
of us as the carrot.

Can we please process immediately? Skylar will have credit the PLB invoices and payment support in a couple minutes.
We've a ls   already started the LBS to turn this around.
Thank you guys,
Tim othy Qng, CLFP
Vice Presid ent
CELTIC co:MMERCIAL FINANCE
a wholly ow ijied subsidiary of MB Financial Bank, N.A

4 Park PliSu'ASte 300   Irvine, CA 92614
t 949.471 1061   f: 949.263.1331
e: Tpnjajcdlidcfinance.com j w: www.celticfinance.com

T ie

AfcfI RCIA L

------- ------- ------- ---------—

-------------- ------- -----------

From: Alan Germany [mailto:agermany@teamhcca.com]
Sent; Tuesday, August 08, 2017 1:08 PM
To: Skylar Crane; Timothy Ong
Subject: Tulare Regional Medical Center - Purchase Leaseback
Importance: High
ma n c k *

Attached isjthe signed letter of intent. As you can see, I specified that this is for the $10 MM Purchase Leaseback only at
this time. I would like to sit down with you and my Radiology Director to discuss the new imaging equipment a t some
point in the future (after the $10 MM transaction is wrapped up). As I indicated, that won’t be going through for at least a
couple of nfonths so I do not want to slow down this Purchase Leaseback transaction with the new equipment financing.
(He and I viere talking yesterday and he reminded me that our current Cath Lab is end of life so we will need another
Cath Lab a«; well, which was not factored in when I calculated the $12 million in new equipment.)
I am having the $30,000 overnighted to your address in Irvine now. We will send a copy of the check to you today.
Tax ID: 9446002897
We are nod exempt from sales tax.
You also hed posed a question about the building and/or mortgage. All of the properties that we have are owned free and
clear, without mortgages or liens. However, it is my understanding that the collateral for this transaction is equipment,
not buildincs.
I am the signer and attester in my function as CFO and COO.
Also attach!id is the bank and trade reference sheet as requested.
As discussed, it is my expectation that the $3 MM will be remitted within the next 24 hours and the other $7 MM within 35 business pays (as you indicated).
i

 Thanks, / Ian

£

X

V x t J c ^ i ^ —

This e-mai! a confidential transmission, information contained herein is confidential and/or proprietary and is for the intended recipient only, it may not be
distributed ti any other party in any manner without the prior written consent of the sender. If you ere not the intended recipient, you are directed not to read,
disclose, dispibute or otherwise use this transmission. If you have received this email in error, please notify the sender immediately and delete the transmission,
Delivery of tl is message is not intended to waive any applicable privileges.

2

 E xK\ V\'V-

-L -

TANDARD APPLICATION FOR CREDIT
Ligal Name: TULARE LOCAL HEALTHCARE DISTRICT

Tulare Regional
Medical Center
H eafth c am C o n g lo m e rate A ssociates

D3A: TULARE REGIONAL MEDICAL CENTER
81 isiness Address; 869 N. CHERRY STREET. TULARE. CA 93274
Business Phone: 559-688-0821

Web Address: www.teamhcca.com

Bfling Address: 869 N. CHERRY STREET. TULARE. CA 93274
ling Contact Person: AP TEAM

Email Address: DLACCTSPAYABLE@TEAMHCCA.COM

T^pe Of Ownership: LOCAL GOVERNMENT
Yifears In Business; SINCE 1951

Tax ID Number: 94-6002897

Pjirent Company or Subsidiaries: NONE
Owners and/or Officers
LINDA WILBOURN. BOARD PRESIDENT
ALAN GERMANY. CFO/COO
Bank Reference

Bnnk/Financial Institution: BANK OF THE SIERRA
Contact Person: JOHN THOMAS
Phone:559-684-3227
Email: JTHOMAS@BANKOFTHESIERRA.COM
Account Number: xxxxxx0770
Business & Professional References

Roche Oil Inc.

P.O. Box 89. Tulare. CA 93275

559-686-5137

Ct?W Government

75 Remittnace Drive. Chicago, IL 60675-1515

847,419.6176

Medflow. PC

3500 W. Olive Ave.. Suite 300. Burbank. CA 91505

R&s-Com Pest Control

P.O. BOX 180. TULARE. CA 93275-0180

559-685-8989

I certify that the information provided in this application is true and correct. I hereby authorize the above
ciled references to supply information as may be requested to determine our credit capabilities.
DELBERT BRYANT, CONTROLLER
Signature

  wai} 1

 

 

CELTIC
COMM ERCIAL


  

Letter of Intent
01?

"Future Regional Medical! Center

 

 

 

^ XVvb -VX.
\

M aster! ease Line
fniare Regional Medical Center

i i. r i (:
COM M I R L ! A f

Fl.NANrF

K n o w w h o y o u are d o in g b u sin ess w ith.

Celtic Commercial Finance is a wholly-owned subsidiary of MB Financial Bank, IS,A. With over $19 Billion in assets,
MB Financial, Inc. (NASDAQ: MBFI) is the Chicago-based holding company for MB Financial Bank.
C u sto m er-d riv en so lu tio n s. Personal attention.

For over 100 years, MB has been helping our customers grow, manage and protect their financial assets. Our
branches and employees are in the communities we serve, which empowers us to provide professional banking
solutions to privately held, middle-market businesses with personal attention and quick turnaround times.

We have what you need
We offer a wide array of commercial and personal banking products and services as well as trust, private banking
and investments through our wealth management division. MB is also among a small number of banks that works
closely with leasing companies to provide debt, equity and bridge financing.
Discover vvhai C eltic can do lor vour business.

Since 1990, Celtic Commercial Finance has been dedicated to creating smart equipment leasing solutions throughout
the country. Our core values of flexibility, service, and partnership ensure our focus is on providing the leasing
solutions that are tailored to fit your individual needs. To that end. we provide a single point of contact to oversee the
lose from inception to completion. With over two successful decades in the leasing industiy, The Personal Side of
Business-that's what sets us apart.
As a full-service equipment lessor specializing in middle market transactions, we believe that building strong
relationships with our clients is the cornerstone of our success. Our goal is to become your long-term business partner,
cultivating a mutually beneficial, lasting relationship. Celtic’s leasing process involves understanding your business
goals, creating a solution and following through to achieve the desired result. Our comprehensive equipment leasing
and financing programs feature multiple options to ensure that you get the lease that is right for you.
Key Personnel

Timothy Ong, Vice President
Skylar Crane, National Account Manager

tongr<ijcclticfinancc.a>in
scomeurlcelticfinancc.com

(949) 263-3880, ext. 1061
(949) 263-3880, ext. 1031

Our ( ioal I - >.«' provide tervice that o.ccc-f*. ).m r expectations.

At Celtic Commercial Finance our mission is to deliver competitive leasing solutions while also maintaining the
highest possible level of customer service. We do (bis by:
9
Focusing on building long-term mutually beneficial relationships with all of our business partners:
• Increasing our understanding of each customer’s individual business needs;
• Continually assessing our performance in order to stay a! the cutting edge of equipment leasing;
• faking the time to listen to our customers and when necessary, implementing change.

PAGE 2

l i lt: F L R S O N A i S  D L O f M 'S IN F .S S 1' ’

8/8/17

 £ KWV.+ ±
(; !• ! i Ic

;V ask‘r ( east* Line
Tulare Regional Medical Center

( o M M V. R (' I \ 1
HNANC O
August 8,2017
Mr. Alan Germany
Chief Financial Officer
Tulare Local Health Care District dba
Tulare Regional Medical Cotter
869 North Cherry St.
Tulare, CA 93274

Thank you for the opportunity to provide the following Lease Proposal. It is our understanding that we have proposed
a leasing arrangement that may be acceptable to Tulare Local Health Care District (“Lessee”), summarized as
follows:
Master Lease Line of Credit - $22.000.000.00
P U R C H A S E L E A SE B A C K

EQUIP. DESCRIPTION

: Existing Radiology, Robotics, and related Medical Equipment

APPROX. EQUIP. COST

: $10,000,000.00

REIMBURSEMENT PERIOD : Mid August 2017 - Mid September 2017
LEASE SCH EDULE SIZES

: $2,000,000.00 Min.

BASE TERM

: Three (3) Years

LEASE RAT E FACTOR

: 0.027342

MONTHLY RENT

: $27,342.00

(L e a s e R a le F a c to r x $ I,(M O,0 0 0 .0 0 )

END OF TERM

: 10% Purchase Option
N E W M E D IC A L E Q U IP M E N T

EQUIP. DESCRIPTION

imaging and Related Medical Equipment

APPROX. EQUIP. COST

$ 12,000 ,000.00

UTILIZATION PERIOD

Mid August 2017 ~ Mid August 2018

LEASE SCHEDULE SIZES

$2,000,000.00 Min,

BASE TERM

Five (5) Years

LEASE RATE FACTOR

: 0.017149

MONTH I,Y RENT

: $17,149.00

(L e a s e R a te F a c to r x S I ,0 0 0 ,0 0 0 .0 0 )

END OF TERM

PAGE 3

: 10% Purchase Option

1 n r P E R S O N A T S I D E O F t il =S ! N C S S " V

8/8/t?

 E xYvWE
C 1- I i 1«
^ S g fr -

_1_
’

t < >iU V! l U i i
F f N A \ C H"

i
—

ADVANCED PAYMENTS
AND/OR DEPOSITS

Master Lease 1,me
i jifare Rcenm ai M edical (. ew er

---------------------—

-— —

■—

----

.----------------------------------- — —

---------- ----------------------------- --- —

--------------- -------------------------

: It is noted that Lessor may make progress payments on behalf of Lessee and as
such, Lessor has agreed to provide billing arrangements to accommodate
Lessee’s desired deliveries. Lessor shall bill Lessee each month a daily rental
charge based on one thirtieth (1/30) of the monthly Lease Rate Factor for each
progress payment, plus applicable sales/use taxes, if any. Lessor shall provide
this billing accommodation to Lessee until the final Item of Leased Equipment
is delivered and installed, the date by which the final item of leased Equipment
has been delivered and installed and paid for by Lessor shall serve as the Final
Commencement Date (“FCD”), tor the Lease Schedule as further defined in
Section 3., of the Celtic Master Lease.

RATE PROTECTION

; The lease rate factor shall remain FIXED during the base term of the lease.
Prior to funding, the lease rate factor shall be subject to a one-time adjustment
to reflect any change in similar term Inteixsst Rate Swaps Note yields as
reflected undo-the USD Rates 1100 tab on die InterContinental Exchange
website httos://wwwJheiee.conv marketdata/reports/180 For each 10 basis
point change in said Interest Rate Swaps, the lease rate factor shall be subject
to an adjustment of 0.000045.

DEPOSIT

: Lessee shall provide Lessor with a deposit equal to $30,000.00, Upon
approval of this proposal by Celtic's finance dep’L, the deposit shall be
applied ratably to each subject Lease Scheduled) and the balance of one
month’s Rent to be billed with Lease Documents. If the transaction is not
approved by Celtic as proposed herein, then this deposit shall be refundable in
foil.

ACCOUNT MANAGEMENT : Your points of contact will be Skylar Crane and Tim Ong. After receipt of a
Letter of Intent from Lessee, a schedule will be opened. Skylar and Tim will
coordinate with a designated hinder and documentation specialist to issue
purchase orders to the various vendors after receipt of a quotation from the
vendor and verification from the Lessee of the accuracy of the quotation.
After receipt of the invoice. Lessor will forward to Lessee the Acceptance
Certificate along with a copy of the original vendor quotation, lessor’s
purchase order, and the vendor invoice. Upon receipt of signed Acceptance
Certificate from Lessee. Lessor will pay the vendor. All of the documents can
be sent electronically via e-mail upon Lessee’s request.
VENDOR PAYMENTS

: Tlte Equipment on the Lease Schedule(s) may be delivered and installed over
several months. Tulare Regional Medical Center may request that Celtic
Leasing Corp advance deposits, progress payments, etc. to the vendors).

UCC-FILING FEES

: Approximately SI 50.00 per Lease Schedule.

ADMINISTRATION FEES

: None.

NON-UTILIZATION FEES

: None.

PAGE4

Nil PuENOhAi. SDR Of- I'Mu>iH\:.S h rxl

8/8/17

 c i. i f i t

Master Lease ( ine
ITtiart: Regional Medical Center

C O M At i K< ! A i

)• 1NA
.N f

COVENANTS

None.

DOCUMENTATION

Lessor’s standard documentation as required by Lessor's legal department If
necessary, the requirements shall be negotiated in good faith by Celtic
Commercial Finance and Lessee.

ACCEPTANCE

This proposal and each Lease Schedule prepared as a result hereof are subject
to approval and acceptance by Celtic's finance department.

INTENT OF LESSEE

Lessee hereby agrees to lease the equipment covered hereunder through Celtic
Leasing subject to the terms and conditions set forth herein.

Alan, in order for us to expedite our processing of this transaction, please have the below listed items forwarded to my
attention via email.
1.

Signed copy of this letter; and

2.

Good Faith Deposit of $30,000.00 as described above.

Thank you for the opportunity to assist you with your leasing requests. In order to apply for credit, please sign below
to confirm your offer to us of the transaction proposed herein and to authorize Celtic Commercial Finance, its
affiliates, assignees ami nominees to gather any and all credit or other information (including but not limited to bank
references, financials, opinion of council, etc.) prudently deemed necessaiy or desirable for use in our analysis and
processing of said transaction or any future requested transactions. You further agree to assist us in obtaining any such
prudently requested information.
Upon approval by Celtic of this transaction. Lessee hereby agrees and does hereby appoint Celtic its true and lawful
attorney in-fact to prepare UCC’s, and authorizes Celtic to cause the OCX’s to be filed or recorded at Lessee’s expense
in order to protect Celtic’s interest in the related equipment, and grants Celtic the right to execute and deliver such
UCC’s for and on behalf of Lessee. Further, to assist the federal government during the processing of the transaction
contemplated herein, Lessor may require additional information of all owners in order to comply with Federal
Government OFAC guidelines. Finally, to help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each
customer. What this means for you: When you apply for financing we will ask for your legal name, physical address,
tax ID number and other information font will allow us to identify your business and its owners. We may also ask to
see identifying documents.
Please feel free to contact me directly at 949-471-1031 ext. or Tim 949-471-1061,
Sincerely,

RF.AD, ACKNOWLEDGED & AGREED TO:

CELTIC LEASING COUP.

TULARE LOCAL HEALTH CARE DISTRICT’

Skylar Crane
National Account Manager
Timothy Ong
Vico President

PAGE 5

m i

plrsokal

s ift i n r

u i ' s in l s s

8/8H7

 "2 _

D a r r e ll

[Early

From:
Sent:
To:
Subject:
Attachments:

Alan Germany <agermany@teamhcca.com>
Tuesday, August 08, 2017 3:34 PM
Timothy Ong; Skylar Crane
RE: Tulare Regional Medical Center - Purchase Leaseback
8 8 17 Celtic Check.pdf

Importance:

High

See attached for a copy of the $30,000 check that is on its way to you via UPS (tracking number
1Z98528) 0190004474). How quickly can the $3,000,000 funding be turned around to us? We also look to resolving
swiftly this remaining $7,000,000. Thanks, Alan

From: Tilimothy Ong [TOng@Celtlcfinance.com]
Sent: Tuiiisday, August 08, 2017 1:55 PM
To: Alan Germany; Skylar Crane
Subject: RE: Tulare Regional Medical Center - Purchase Leaseback
Alan,
First and ioremost, thank you for this great opportunity to earn your business! W e're truly excited to start off with this
first $10MM.
Yes, let's make it a plan to sit down together with the Radiology Director to assess the upcoming needs. Are you going to
be In the office next week?
Thank yot ,
Tim othy Ong, CLFP
Vice Presifrent
CELTIC

CDMMERCIAL FINANCE

a wholly owrii®d subsidiary of MB Financial Bank, N.A.

4 Park PIaza Ste 300   Irvine, CA 92614
t: 949.4711 1061   f: 949.263.1331
e: X gngjgfoticfinance.com   w: www.celticfinance.com

EI.TiC

Co m m e r c
0 I N A \2€ E*

ia l

From: Alan Germany [mailto:agermany@teamhcca.com]
Sent: Tulepday, August 08, 2017 1:08 PM
To: Skylar Crane; Timothy Ong
Subject: ulare Regional Medical Center - Purchase Leaseback
Imports lice: High
Attached is the signed letter of intent As you can see, I specified that this is for the $10 MM Purchase Leaseback only at
this time. I would like to sit down with you and my Radiology Director to discuss the new imaging equipment a t some
point in th f future (after the $10 MM transaction is wrapped up). As I indicated, that won't be going through for a t least
a couple off months so I do not want to slow down this Purchase Leaseback transaction with the new equipment
l

 £ ^ k Vm 1o ?4 “

2

L

financing^ (He and I were talking yesterday and he reminded me that our current Cath Lab is end of life so we will need
another <3ath Lab as well, which was not factored in when I calculated the $12 million in new equipment.)
I am havl r\n the $30,000 overnighted to your address in Irvine now. We will send a copy of the check to you today.
Tax ID: 9 4-6002897
We are n )t exempt from sales tax.
You also iad posed a question about the building and/or mortgage. All of the properties that we have are owned free
and clear without mortgages or Hens. However, it is my understanding that the collateral for this transaction is
equipmer t, not buildings.
I am the signer and attester in my function as CFO and COO.
Also attac led is the bank and trade reference sheet as requested.
As discus: >ed, it is my expectation that the $3 MMwill be remitted within the next 24 hours and the other $7 MMwithin 35 busines sdays (as you indicated).
Thanks, / Ian

This e-mail ii a confidential transmission Information contained herein is confidential and/or proprietary and is for the intended recipient only. It may not be
distributed to any other party in any manner without the pnor written consent of the sender, if you are not the intended recipient, you are directed not to read,
disclose, disl ribufe or otherwise use this transmission. If you have received this emai! in error, please notify the sender immediately and delete the transmission,
Delivery of tf is message is nor intended to waive any applicable privileges.

NOTICE:
This emai 1message and any attachments is intended only for the use of the individual or entity to which it is addressed
and may«:ontain information that is privileged, confidential, proprietary and exempt from disclosure under applicable iaw.
If the reacer of this message is not the intended recipient, you are hereby notified that any retention, disclosure,
dissemira tion, or copying of thi's communication is strictly prohibited. If you have received this communication in error
please noiify me immediately by replying to the message and deleting it from your computer. While all reasonable efforts
have beeri taken to ensurethat this email and its attachments are virus free no liability can be accepted and it is
recommei ided that the recipient scan all messages and attachments for viruses and other malicious data.
Additional Y, notwithstanding anything in this communication or any attachment, nothing contained in this communication
or any su<h attachment shall be deemed a waiver of any rights of MB Financial Bank, NA , or its parents, subsidiaries or
affiliates, inder any financing agreement or document between MB Financial Bank, N.A., or its parents, subsidiaries or
affiliates, tnd any individual or entity, or a modification to any such any financing agreement or document, nor shall this
email con statutean offer or acceptance for purposes of forming a contract or commitment or amending a contract, unless
fa) it expl*iitfy states “E-Contract Intended" or “This email is intended to constitute a binding contract or commitment" and
(b) it is signed by a duly authorized representative of MB Financial Bank, IM A

This e-mail is a confidential transmission, information contained herein is confidential and/or p r o p r i e t a r y a n d is f o r the intended recipient only It may not be
distributed to iny other party in any manner without the prior written consent of the sender Sf you are not the intended recipient, you are directed not to read,
disclose, dist Ibufe or otherwise use this transmission. If you have received this email in error, please notify the sender immediately and delete the transmission,
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2

 to vi£*f

'*r
Bank of the Sierra
1430 last ProsperityAvenue
Tulara, CA 93274,; %

malMedlcal Center

121137027

Aug 8, 2017  
1

DATE

0478S2
CHECK NO.

■

86S N. O lei ry St.
Tulare, CA 1 3274

$30,000.00

Pay Thirty T1«ousand Dollar And 00 Cents

to he Order oft
C l ;L T IC C O M M E R C I A L F I N A N C E

4 1’ARK PLAZA, SUITE 300
IR /IN E , CA 92614

u ?a 5 h»-«: i

2 1 1 a ?o 2 7 »:

Tulare Regkmal M edial O Vendor

Vendor ID

CELTIC COMMERCIAL FINANCE 4138
Voucher Nuir Invoice Number
0023324
3000000-080817

ao eo e1. 1 5
Payment Number

Date

Check Number

0012695

08/08/2017

047852

Invoice Date Description
08/08/2017

Net Paid Amt Discount Taken Net Check Amt
$30,000.00
$0.00
$30,000.00

TOTALS:

Tulare Regional Medical Ci Vendor

Vendor ID

CELTIC COMMERCIAL FINANCE 4138
Voucher N ur Invoice Number
0023324
3000000-080817

flCBHoenKs-ttsi

Invoice Date Description
08/08/2017

**• *» •***. m tm . m tm , stems, m m t . m o m

TOTALS:

$0.00

$30,000.00

$30,000.00

Payment Number

D ate

Check Number

0012695

08/08/2017

047852

Net Paid Amt
$30,000.00

$30,000.00

Discount Taken Net Check Amt
$0.00
$30,000.00

$ 0 .0 0

$30,000.00

 {rr^WV'Y *~j
Darrell Early
From:
Sent:
To:
Cc:
Subject:

Alan Germany <agermany@teamhcca.com>
Friday, August 04, 2017 1:20 PM
Skylar Crane
Timothy Ong; Mark El-Hinn
RE: Celtic Commercial Finance- HFMA (Equipment List)

Attaching nts:

imageOOLgif; image002.png; image003.png; image004.png; image005.png

Skylar:
Last O ctober TRMC converted to th e C em er Inform ation System . On th e in p atien t side, w e had Siem ens MS4
previously and NextGen on th e o u tp a tie n t side. After th e conversion, th e re w as a 4 m onth gap until claims
sta rte d being released again. W e had engaged an experienced project m anager to o v ersee th e en tire project,
as well as an experienced R evenue Cycle project m anager. I had even brought on a GO a y e a r or so prior to
th e conversion w ho had m ost recently w orked a t C em er and previously a t Siem ens. W ith all o f th a t said, I did
n o t folio n C erner's advice to have a working capital line in place at th e tim e o f th e conversion. Our cash
collections from p a tie n t accounting have declined 24% post-conversion as com pared to pre-conversion. That
e q u a te s to a cum ulative to ta l o f $9M M . Adding on to p o f th a t, we incurred a b o u t $9.4 MM in conversion
costs (in :iuding $3.3 MM fo r th e actual C em er license).
As a sep; irate m atte r, in O ctober 2014, th e G eneral Obligation bond proceeds w ere ex h au sted which has
caused riie to have to fund th e continuing patien t Tow er construction o u t of hospital op eratio n s. That has
to ta le d a b o u t $8 MM cum ulative as o f th is point.
We do n o t plan to use th e funds for acquisitions or fu tu re sites. The anticipated new funding will go to w ard s
replenishing cash reserves d u e to th e $26.4 MM expenditures outlined above. W e also m ay use a portion of
th e proceeds to retire th e existing rev en u e bonds, which currently to ta l $13.6 MM.
Let m e know if you would like fu rth er explanation or rationale.
Thanks, Alan
From: Skylar Crane [SCrane@ Celticfinance.com ]
Sent: Friday, August 04, 2017 10:41 AM
To: Alan G erm any
Cc: Timothy Ong; M ark El-Hinn
Subject:  E ; Celtic Commercial Finance- HFMA (Equipm ent List)
Alan,
Thanks a^ain

fo r

your tim e yesterday going through th e detaiis/tim ing.

Per your last convo with Mark, our guys w an ted it in your ow n w ords why you are going th ro u g h this
reim b u rsem en t/fu n d in g process now.
We understand you sp e n t a lot on th e recen t EHR/other projects, but it helps us to u n d e rsta n d th e m otivation
for raising cash.
For exam ple, are going to use it for acquisitions, fu tu re sites, etc.?
Thanks in advance for your explanation.
l

 {-lyVAlDM- h
Regards
Skylar
From: Alan G erm any {m ailto:agerm any@ team hcca.com ]
Sent: Thj jrsday, August 03, 2017 11:57 AM
To: M ark El-Hinn; Skylar Crane
Cc: Time thy Ong
Subject: RE: Celtic Com m ercial Finance- HFMA (Equipm ent list)
Thank you, M ark. My cell will be th e b e st w ay to reach m e: (520) 488-7315. Thanks, Alan
From: M ark El-Hinn [M EIHinn@ Celtlcfinance.com]
Sent: Th jrsday, A ugust 03, 2017 11:52 AM
To: Alan G erm any; Skylar Crane
Cc: Timothy Ong
Subject:} RE: Celtic Com m ercial Finance- HFMA (Equipm ent List) Alan,
T hat wo k$ for us. W e will p u t th a t on o u r outlook calendars and give you a c a ll
Thanks,
M ark

S ent with Good (w w w .good.com <h ttp ://w w w .g o o d .co m >)

From: Ala n G erm any
Sent: Thursday, August 03, 2017 1:50:33 PM
To: Marj: El-Hinn; Skylar Crane
Cc: Tim cjfchy Ong
Subject: RE: Celtic Com m ercial Finance- HFMA (Equipm ent List) How d o e s 1:30 p.m . to d a y look for your
calendar
From: M ark El-Hinn [M ElHinn@ Ceitlcflnance.com]
Sent: Thu rsday, August 0 3 ,2 0 1 7 10:59 AM
To: Alan G erm any; Skylar Crane
Cc: Tim dthy Ong
Subject: IRE; Celtic Com m ercial Finance- HFMA (Equipm ent List) Alan,
Thank you for sending th is over. W e have m ore availability for you if n e e d be, b u t w e will b e jum ping on this
right awiiy.
W hen do you have som e tim e to d ay o r to m o rro w to discuss how you w a n t to g e t reim bursed on this an d if
th e re are any o th e r details w e n eed to add to your L etter o f Intent?
2

 S ^ W v 'V j k 'V ' s
C E L T IC
C O M M E H C. I A I
H NANCE1

4 P.-trk Pfaz.’ , Suite .500

TEL: 949.2frJ.5SSO

Irv in e . CA. 9 2 6 1 4

PAX; 449.26 5.1 55 1

August 22. 2017
Mr. Alan W. Germany
CFO/COO
Tulare Local Health Care District

869 N. Chenry Street
Tulare, CA 93274
RE: Lease Schedule(s) No. 3826AO1 to
Celtic Master Lease No. CML-3826A
Dear Mr. Germany:
This letter shall serve as formal notification that the above referenced transaction has been
approved as set forth herein and in the paperwork enclosed as follows:
1)
2)
3)
4)
5)
6)
7)
8)

Master Lease No. CML-3 826A;
Organization Certificate (of Lessee);
Lease Schedule No. 3826AO1;
Addendum “A” to Lease Schedule No. 3826A01;
Opinion of Counsel (please forward to your counsel for execution);
Letter Agreement acknowledging Lessee Owns Property;
Insurance Authorization form;
Auto Debit Authorization (optional); and

9)

Purchase/Leaseback Agreement and Bill of Sale (forthcoming upon receipt of all Lessee’s
payment support).

In addition to having the above listed items duly completed and returned, please also note the
following:
A) In consideration of Celtic approving and subsequently funding this Transaction, Lessee and
Celtic mutually agree that the Final Commencement Date, as that term is more fully
described in Paragraph 3. TERM of the Master Lease, shall be the date that Lessor or its
Assignee reimburses Lessee.
B) The Monthly Rent reflected in the enclosed documents reflects a total Equipment cost to
Lessor not to exceed $3,000,000.00. However, the terms and conditions of this approval
also assume a minimum Equipment cost of $2,700,000.00. In the event that this minimum
Equipment Cost is not achieved, please be advised that Celtic reserves the right to make
economic adjustments to the Transaction.
C) This approval is subject to a satisfactory physical inspection of the Equipment under Lease
Schedule No. 3826A01 prior to funding. The inspection will be conducted upon Lessee’s
confirmation that all the equipment has been delivered and installed.

LAAPLTRNUL

T H E PERSONAL SIDE OF BUSINESS -

 Tulare Local Health Care District
August 22,2017
Page 2________________
D)
E)
F)

Please note that we are relying on Tulare Local Health Care District to properly handle all
applicable sales/use tax directly with the appropriate authorities for this transaction.
Please provide all the appropriate payment support for payments made directly to the
subject vendors) relating to the subject equipment.
If applicable, provide us with proper sales/use tax exemption documentation-otherwise, a
lump sum sales tax charge will need to be paid upfront and/or added to the lease stream, as
applicable.

This approval and related fiinding(s) may, at Lessor's sole discretion, be subject to: no adverse
material changes in the financial condition of Lessee or Guarantor(s), if any; approval of the
subject equipment and related vendors; a UCC Search and obtainmem of any UCC Releases or
Subordinations required as a result thereof; obtainment of acceptable Certificates of Insurance;
final legal review and approval of the subject documentation; and rent adjustment to reflect any
increase in 3 year interest rate swaps from the date of this letter through the day of final funding
by Lessor or our assignee. Please note that the approval as set forth herein and in the enclosed
paperwork is the entire agreement between the parties with respect to the subject equipment and
shall supersede any and all prior proposals, negotiations and/or other communications, oral or
written, including but not limited to the Lessee Acknowledgment of Intent letter dated 8/8/17 and
executed by Tulare Local Health Care District on 8/8/17. It is our understanding that funding
of Lease Schedule No. 3826A01 is expected to be imminent. Should the funding of the
Transaction be delayed, an update of this approval may be required.
Thank you for your business and please don't hesitate to call the undersigned or your account
representatives, Skylar Crane or Tim Ong, if you have any questions or comments.
Sincerely.
CELTIC LEASING CORP.

READ, ACKNOWLEDGED, AND AGREED:

MJP/pn

CELTIC

LEASING

  



ANNEXED TO AND MADE A PART OF MASTER

I LEASE SCHEDULE No 3826A01 LEASE N0 DATED @1324 [17
LTIC CELTIC LEASING CORP. -Lessor

4 PARK PLAZA. SUITE 300'. CALIFORNIA 9261-1 0 (@949) 263-38?) FAX: {94912634331

 

 

Les ee Tulare Local Health Care District 

 

 

 

 

 

Corpiatc

Add, 55 869 North St. Tularc. CA 93274 .
Con, ct Alan W. itle: Phone No. 859-688-5235
?Equi meat

Local ion Same As Above

 

Con?ict Alan W. Gcnnam' Title: CFOICOO Phone No. 859-688-5235

 

This Schedule is issued pursuant to the Master Lease referenced above between and Lessor. All of the terms and conditions of
the Master Lease are incorporated herein and made a part hereof as if such terms and conditions were set forth in this Schedule. By
tltcirisxccution and delivery of this Schedule, the parties hereby reaf?rm all of the terms and conditions of the Master Lease. In the

event Lessee returns the Equipment subject to this Schedule in accordance with the terms of the Master Lease. Lessee shall pay to
Lcss?r a restocking fee equal to seven percent of the original Equipment cost.

 

 

 

- Equi tent Leased: .
l?l? QTY SERIAL NO. DESCRIPTION

to be determined

various Items of Equipment expected to include: miscellaneous mcdical equipment, and/or other
related and/or accessory property. items 1. and on shall be enumerated and described in

. further detail. including location and vendor name. at 'a later date on the related applicable 
Acceptance Certi?catds).

NOTE: Equipment cost to Lessor not to exceed: 

 

BASE TERM DEPOSIT APPLIED To 

 

 

MOETHLY RENT IN MQNTES BILLINQ QYCLE BILLING CYCLE COMMENCEMENT Q3 I 
$82,026.00 36 ONE MONTHS RENT QUARTERLY . ..
APPLICABLE ?cuss; [j BMNNUALLY mumm- August 31: 2017

 

 

By execution hereof. the parties hereby acknowledgment ant! agreement that no modi?cation
to this Lease shall be effective unless in writing and signed by Lessee and an authorized of?cer of Lessor.

OFFER ACCEPTANCE
Lessor: CELTIC LEASING CORP.

Signature: 

Name Alan W. Geringny d1 BEN NY Name: Michael J. 
Title: CEO ?9 Title: Executive Vice President
Date: TAP-31 l?l Date: 08/24/17.

 

 

 

Ls I-m ?'5th 

 

£*WA>;+"7
LEASING

^essee:

Tulare Local Health Care District_____ *
1

Address:

869 North Cherry St», Tulare, CA 93274

MASTER LEASE
Number [CML
CELTIC LEASING CORP. Lessor

3826A

4 Park Plaza. Suiie 3(10 * lr\ ine, CA 926 M
860.323.384: • 949,263.3880 • Fax: 949 263.1331

This is a MASTER LEASE AGREEMENT (herein called “Lease”). Lessor hereby agrees lo lease to Lessee, and Lessee
lereby agrees to lease from Lessor, the items of tangible and/or intangible property (collectively called ‘Equipment" and
individually called “110111'’) described on anv Lease Schcdulc(s) (‘’Schedule”) now or in the future annexed hereto and
Biade a part hereof, subject to the terms and conditions set forth herein. Each Schedule annexed hereto incorporates the
Berras of this Lease and is independent and enforceable as a separate transaction.
1. QUIET ENJOYMENT: So long as Lessee is not in default hereunder. Lessor shall not disturb Lessee’s quiet enjoyment of the
Equipment, subject to the terms and conditions of this Lease.
2. NO WARRANTIES AND UNIFORM COMMERCIAL CODE ACKNOWLEDGMENT: Lessee acknowledges that Lessor is not
the manufacturer, vendor, developer, distributor, publisher or licensor (for purposes of this Lease, all of which are called ■’Manufacturer",
both collectively and individual^) of the Equipment. Lessee further acknowledges and aurees that LESSOR MAKES NO WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PURPOSE.
CONDITION, DESIGN, CAPACITY. SUITABILITY OR PERFORMANCE OF ANY OF THE EQUIPMENT. OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT THERETO, IT BEING AGREED THAT THE EQUIPMENT IS
LEASEri “AS IS”. LESSEE FURTHER REPRESENTS THAT ALL ITEMS OF EQUIPMENT ARE OF A SIZE, DESIGN AND
CAPACITY SELECTED BY IT, AND THAT IT IS SATISFIED THE SAME IS SUITABLE FOR LESSEE’S PURPOSES. Lessor
assigns td Lessee any and all Manufacturer warranties, to the extent assignable, for the term of the Lease. Lessor shall have no liability to
Lessee op anyone claiming through Lessee for the breach of any such warranty or for any claim, loss, damage or expense of any kind or
nature resulting, directly or indirectly, from the delivery, installation, use, operation, performance, or lack or inadequacy thereof, of any
Items of Equipment. This Lease is a “Finance Lease” as defined in, and for me purpose only of Division 10 of the California Commercial
Code and not necessarily for any accounting purpose or otherwise. Lessee acknowledges that Lessor has informed or advised Lessee,
cither previously or by this Lease, of the following: (i) the identity of the “Supplier", (ii) that Lessee may have rights under the "Supply
Contract”! and (iii) that Lessee may contact the Supplier for a description of any such rights. (The terms "Finance Lease”. “Supplier” and
“Supply Contract” as used herein have the meanings ascribed to them under Division 10 of the California Commercial Code.)
3. TERM: The "Commencement Date" for each Item shall be the day that the Item has been delivered to and is usable by Lessee as
evidenced! by an Acceptance Certificate duly executed by Lessee or, in the absence thereof, the Manufacturer’s delivery’ certification. The
"Base Term" as indicated on any Schedule shall be the period beginning on the first day of the calendar month following the final
Commencement Date ("Final Commencement Date") of the Schedule or, if the Final Commencement Date falls on the first day of a
calendar inonth, then that day, and continuing for the number of months specified on the Schedule. This Lease with respect to any
Schedule may be terminated as of the last day of the Base Term by either party giving the other party at least six months but not more than
twelve months prior written notice of such termination. Otherwise, the “Term’’ (as defined below) with respect to any Schedule shall
automatically be extended in successive one year intervals [“Extension Term(s)"] at the rental amount in effect as of the last billing cycle
of the Basic Term. Any such Schedule may be terminated as of the last day of any Extension Term by cither party giving the other partv at
least six months, but not more than twelve months, prior written notice of such termination. Any termination notice given by Lessee shall
stipulate Whether Lessee chooses to purchase the Equipment or renew the Lease as provided in Section 6. Fair Market Value Purchase
Option / Renewal Option, or return the Equipment as provided in Section 7. Return of Equipment. The “Term" of each individual
Schedule is hereby defined as the period beginning on the first Commencement Date that occurs with respect to all Items subject to the
Schedule hnd continuing through the Base Term and all Extension Terms, if anv Each Schedule now or in the future annexed hereto shall
be deemed to incorporate therein these specific terms and conditions and shall have an independent Term.
4. RENT? The monthly rent as shown on each Schedule shall be due and payable by Lessee in the amount of the monthly rent multiplied
by the nujnber of months in the billing cycle indicated on the respective Schedule (one month in a monthly billing cycle, three in a
quarterly cycle, six in a biannual cycle, etc.) on the first day of the Base Term and on the first day of each billing cycle thereafter, for the
remaindeij of the Term. For Items having a Commencement Date prior to the first day of the Base Term, rent shall be due on a pro rata
basis only! in the amount of one-thirtieth of the Item’s proportional monthly rent for each day from the Item's Commencement Date until,
but not including, the first day of the Base Term and shall be payable by Lessee l ive days after receipt of invoice from Lessor. If any rental
or other amounts payable hereunder are not paid within five days of their due date then Lessee shall pay to Lessor upon demand “Delinquency
Charges” Which shall equal interest compounded monthly at the rate of eighteen percent per annum (or the highest rate allowable by law
whichever is less) on the delinquent balance from the date due until the date paid, plus a monthly administrative fee of five “percent of the
cumulative delinquent balance to offset Lessor’s collection and accounting costs. Any deposit paid by Lessee to Lessor shall be refundable
if the Schedule is not accepted by Lessor. THIS IS A NET LEASE AND LESSEE’S OBLIGATION TO PAY ALL RENTAL CHARGES
AND OTHER AMOUNTS DUE HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER ALL CIRCUMSTANCES
AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, DEFENSE, COUNTERCLAIM. SETOFF. RECOUPMENT OR
REDUCTION FOR ANY REASON WHATSOEVER EXCEPT AS OTHERWISE PROVIDED HEREIN. IT BEING THE EXPRESS
INTENT QF LESSOR AND LESSEE THAT ALL RENTAL AND OTHER AMOUNTS PAYABLE BY LESSEE HEREUNDER SHALL
BE AND CONTINUE TO BE PAYABLE IN ALL EVENTS. LESSEE HEREBY WAIVES ALL RIGHTS IT MAY HAVE. TO REJECT
OR CANCEL THIS LEASE, TO REVOKE ACCEPTANCE OF ANY OF THE EQUIPMENT, AND/OR TO GRANT A SECURITY
INTEREST IN ANY OF TI1E EQUIPMENT FOR ANY REASON EXCEPT AS REQUIRED HEREIN.
5. USE, MAINTENANCE AND LOCATION: Lessee at its own expense shall properly use the Equipment, keep the Equipment in good
working order, repair and condition, comply with all Manufacturers instructions as to use and operation, and comply with all applicable laws,
rules, regulations or orders of any governmental agency with respect to the use, operation, maintenance, care, storage, or location of the
Equipment. During the Term, Lessee shall keep in force the best standard maintenance agreement with the Manufacturer, or such other
qualified party including qualified self-maintenance by Lessee, as is reasonably acceptable to Lessor, that will ensure: the Equipment is
maintained to all current engineering specifications; all repairs, adjustments and replacements are property made; and all upgrades, enhancements
and changes that arc available from time to time from the Manufacturer arc made to the Equipment, Lessee shall not relocate ihc Equipment
C E L T IC L R A S IN U C O RP iC M L K 5 ,0 !)

Initials:

 £*Wb,7 7
without Lessor’s prior written consent. Lessee shall pay all costs associated with the delivery, installation, use, relocation, and Lessor’s
inspection of the Equipment. If Lessor requests. Lessee shall affix in a prominent place labels or tags to the Equipment stating that the
Equipments owned by Lessor. Lessee shall permit Lessor to inspect the Equipment from time to time as reasonably determined by Lessor.
6. FAIR MARKET VALUE PURCHASE OPTION / RENEWAL OPTION: Lessee may purchase, or renew this Lease for, all but not
less than ill of the Equipment subject to any Schedule, provided Lessee is not in default and upon proper written notification to Lessor, as
of the expiration of the Term of said Schedule In the event Lessee notifies Lessor it elects to purchase the Equipment, the purchase price
shall be the "Fair Market Value" of the Equipment. For the purpose of this Lease, "Fair Market Value" is defined as the total cost(s) it
would take to replace the Equipment on an in-place, installed basis, including all current cost(s) and expensc(s) for the purchase, assembly,
installation, delivers-, freight, consulting, training, site preparation and any other services that would be required to render such Equipment
fully installed, rcadv and acceptable for use by an end user as of the termination of the Term. If Lessor and Lessee can not agree on a
purchase price then the purchase price shall be determined by the -average of two Senior Appraisers accredited by the American Society of
Appraisees. one chosen by Lessor and one by Lessee, both using the definition of Fair Market Value hereunder in determining their
purchase price, the cost of which shall ne borne by Lessee. In the event Lessee notifies Lessor it elects to renew, the renewal shall be based
upon the Fair Market Value of the Equipment, the then prevailing market conditions. Lessees credit worthiness and such other terms and
conditions to be mutually agreed upon by Lessee and Lessor. If Lessee has properly elected to purchase or renew any given Schedule, but
neither a Fair Market Value purchase price nor the terms and conditions of a renewal have been determined at least thirty days prior to the
expiration) of the Term, then the Term of the Schedule shall continue on a month to month basis at the rental that was in effect at the end
of the Base Term, until such time that either a Fair Market Value purchase price or the terms and conditions of a renewal have been
determined.
7. RETURN OF EQUIPMENT: If the Equipment is to be returned upon termination of the Term with respect to any Schedule or if for
any other treason. Lessee shall immediately discontinue all use of the Equipment and at its own cost, de-install, pack and ship the Equipment
to "a iocatiion(s) within the United States, all in accordance with instructions provided by Lessor. In the case of Equipment which is
software, Lessee will also certify in a written lbrtn acceptable to Lessor that: (i) all tangible software has been delivered to Lessor; (ii) all
tangible records awl intangible software have been destroyed; (iii) Lessee has not retained the software in any form; (iv) Lessee will not
use"the software after termination; and (v) Lessee has not received from Manufacturer anything of value relating to or in exchange for
Lessee^ use, rental, or possession of the software during the duration of the Lease (including a trade-in, substitution or upgrade allowance).
Upon return of the Equipment, Lessee shall lake all actions necessary to ensure that the Equipment will be eligible for the best standard
Manufacturer Maintenance Contract and shall pay all fees, changes and expenses for maintenance certification or recertification by the
Manufacturer and for all costs for repair or replacement of damaged Equipment. Until Lessee has complied with all of the requirements
of this Section, rent payment obligations will continue on a month to month basis at the monthly rent delineated on the Schedule. Lessee
shall allow Lessor to inspect, at Lessee s cost, all of Lessee’s locations to ensure compliance hereunder.
8. TITLE]; PERSONAL PROPERTY: Except as otherwise provided in this Lease or any Schedule, title to the Equipment shall remain
in Lessor) Lessee shall at all times keep the Equipment free and clear of all liens, claims, levies, and legal processes, and shall at its
expense protect and defend Lessor’s title and/or license rights in the Equipment. In the event any of the Equipment is software governed
by a softvf’arc license. Lessee shall keep said license current for the entire Term and, to the extent the license allows title to the software to
pass to licensee, such title shall vest and remain in Lessor. Lessee acknowledges that the license to use the software is being provided by
the Manufacturer solely because of payments made by Lessor and in consideration therefor Lessor has obtained Lessee s interest in the
License, lessee forgoes any future claim to the software, including any right to purchase and/or use the software beyond the Term, except
as otherwise provided in tins Lease. Lessee hereby agrees and does hereby appoint Lessor or its assigns its true and lawful attorney-in-fact
to prepare UCC’s or other instruments necessary, and authorizes Lessor to cause this Lease or other instruments in Lessor’s determination,
to be filed or recorded at Lessee’s expense in order to protect Lessor's interest in the Equipment, and grams Lessor the right to execute and
deliver such instruments for and on behalf of Lessee. If requested by Lessor, then Lessee agrees to execute and deliver any such instruments
and agrees to pay or reimburse Lessor for any searches, filings, recordings, inspections, fees, taxes or any other costs incurred as necessary
to protect Lessor’s interest in the Equipment. Lessee also authorizes Lessor to insert on any Schedule and on related supplemental lease
documentation information commonly determined after execution by Lessee such as: serial numbers and other Equipment identification
data, Equipment locations. Commencement Dates, and Final Commencement Date. Lessee shall take all steps necessary to ensure that the
Equipment is and remains personal property
9. ALTERATIONS: Lessee shall make no alterations, modifications, attachments, improvements, enhancements, revisions or additions
:n any of the Equipment (collectively called "Alterations"), without Lessor’s prior written consent. All Alterations that are made shall
become part of the Equipment and shall be the property of Lessor. Equipment which is software shall include ail updates, revisions,
upgrades^ new versions, enhancements, modifications, derivative works, maintenance fixes, translations, adaptations, and copies of the
foregoing or of the original version of the software whether obtained from the Manufacturer or from any suurce w-hatsoever, and references
in this Lease to software will be interpreted as references to any and all of the foregoing.
10. TAXES: Lessee shall pay ail fees, assessments and taxes (except for income taxes based solely on Lessors net income assessed by the
US. Imcriial Revenue Service and or any member State of the United States of America), including but not limited to, sales, use, property,
excise, intangibles, single business, stamp, documentary and any other costs imposed by any authority, with respect to the use, delivery,
rental/!ease, possession, purchase, ownership or sale of the Equipment and shall at its own cost and expense keep the Equipment free and
dear of ail levies, liens or encumbrances arising therefrom. Lessee shall file all required personal property tax returns relating to the
Equipment. In the event Lessor files appropriate property tax returns or other reports. Lessee shall upon demand immediately reimburse
Lessor foir all amounts paid by Lessor, plus processing costs.
11. LOSS OR DAMAGE: Lessee shall bear the entire risk of loss, damage, theft, destruction, confiscation, requisition, inoperability,
erasure, qr incapacity, for or from any cause whatsoever, of any or all Items during the period the Equipment is in transit to or from, or in the
possession of. Lessee ( “Event of Loss") and shall hold Lessor harmless against same. Immediately upon its discovery, Lessee shall fully
inform Lessor of an Event of Loss. Except as provided herein, no Event of Loss shall relieve Lessee of any obligation hereunder, and all
Schedules shall remain in full force and eifect without any abatement or interruption of rent. In art Event of Loss, Lessee at its option
provided no event of default has occurred hereunder, shall: (a) continue to timely make all rental payments and pay all other amounts due
under thq Lease and. within a commercially expedient time frame, place the Equipment in good working order, repair and condition, or
replace the affected Equipment with identical equipment with documentation creating clear title thereto m Lessor; or (b) terminate the Lease
with respect to the affected Schedule by paying to Lessor within thirty days the “Casualty Value" which is defined as the sum of: (i) the
present vyluc of the unpaid balance of the aggregate rent reserved under the related Schedule calculated using a discount rate of three percent
per annum, plus (ii) all accrued but unpaid rentals, taxes. Delinquency Charges, penalties, interest and all or any other sums then due and
owing under the relaled Schedule, plus (iii) the amount of any applicable end of Term purchase option or other end ofTerm payment or, in
the absence thereof, the Fair Market Value of the Equipment, plus (iv) an amount reasonably determined by Lessor to make Lessor whole on
an after tax basis for any loss, recapture, or unavailability of any tax credit and/or deduction.
C! LTIC I.F.ASINO CORI*. K M LS 3 03>

 £V\V‘brh7
12. INSURANCE: Lessee. 2t its expense, shall provide and maintain in full force and effect at ail times that this Lease is hi iorce such
casualty, property darnase. comprehensive public liability and other insurance in such tents and amounts as is and with such companies as
shall be 'satisfactory to Lessor. All such insurance shall provide that it may not be canceled or materially altered without at least thirty days
prior writer notice to Lessor, shall name Lessor as additional insured and loss payee, and shall not be rescinded, impaired or invalidated
bv any act o* neglect ot Lessee.
13. INDEMNITY: Lessee shall indemnify, defend, protect, save and hold harmless Lessor, its employees, officers, directors, agents,
assigns and successors from and against any and all claims, actions, costs, expenses (including reasonable attorneys' fees), damages
(including any interruption of service, loss of business or other consequential damages), liabilities, penalties, losses, obligations, injuries,
demands and liens (including any of the foregoing arising or imposed under the doctrines of “strict liability" or “product liability") of any
kind or nature arising out of. connected with, relating to or resulting from the manufacture, purchase, sale, lease, ownership, installation,
location, maintenance, operation, condition (including latent and other defects, whether or not discoverable), selection, delivery, return, or
any aecidjent in connection therewith, of any Item or Items of Equipment, or by operation of Ian (including any claim for parent, trademark
or copyright infringement), regardless of where, how or by whom operated. The provisions of this paragraph shall survive termination or
expiration of this Lease.
14. AUTHORITY OF LESSEE TO ENTER LEASE: With respect to this Lease and each Schedule now or in the future annexed
hereto. Lessee hereby represents, warrants and covenants tii3t: <i) the execution, delivery and performance thereof have been duly authorized
by Lesse*; (ii) the individuals executing such have been duly authorized to do so, (in) the execution and/or performance thereof will not
result in any default under, or breach of, any judgment, order, law or regulation applicable to Lessee, or of any provision of Lessee's
articles off incorporation, bylaws, or any agreement to which Lessee is a party; and (iv) all financial statements and other information
submitted by Lessee herewith or at any other time is true and correct without any misleading omissions.
15. ASSIGNMENT: Lessee hereby agrees and acknowledges that Lessor may without notice to Lessee, assign all or any part of Lessors
rights, tide and interest in and to this Lease, any Schedule, the Equipment, and any of the rentals or other sums payable hereunder, to any
assignee [(“Assignee") provided any such assignment shall be made subject to the rights of Lessee herein. Lessee hereby acknowledges
that any $uch assignment docs not "change the duties of, nor the burden of risk imposed on the Lessee and that Lessee shall not look to
Assignee! to perform any of Lessors obligations hereunder and shall not assert against Assignee any defense, counterclaim or setoff it may
have against Lessor, Lessee agrees that after receipt of written notice from Lessor of any such assignment Lessee shall pay if directed by
Lessor, any assigned rental ana other sums payable hereunder directly to Assignee and will execute and deliver to Assignee such documents
as Assignee may reasonably request in order to confirm the interest of Assisnee in this Lease. WITHOUT LESSOR'S PRIOR WRITTEN
CONSENT, LESSEE SHALL NOT ASSIGN, TRANSFER, ENCUMBER, SUBLET OR SELL THIS LEASE, ANY SCHEDULE,
ANY OF THE EQUIPMENT, OR ANY OF ITS INTEREST THEREIN, IN ANY FORM OR MANNER.
16. FUR’jTHER ASSURANCES: Upon l essor's request, Lessee, promptly and at its expense, shall execute and/or deliver such documents,
instruments and/or assurances, and shall take such further action, as Lessor deems prudent in order to establish and/or protect the rights,
interests and remedies of Lessor, and for the confirmation, assignment and/or perfection of this Lease and any Schedule hereto, and for the
assurance of performance of Lessee’s obligations hereunder, such as (but not limited to), a secretary's certificate certifying the authority
of the person(s) signing, and/or the resolutions authorizing, this Lease and or any Schedule; delivery and or acceptance certificates;
insurance certificates; an opinion of Lessee's counsel; financial statements and other credit information as reasonably requested by
Lessor, iptercrcditor agreements; subordinations, and a landlordmortgagee waiver of rights and interests in the Equipment If Lessee fails
to complete when due any such requested item. Lessor, at its sole discretion and notwithstanding the provisions of Section 3 Term herein,
may elect to delay the Final Commencement Date of the affected Schedule until any or all such requested items are completed. Until duly
executed [by an authorized officer of Lessor, Lessee agrees that this Lease and any Schedule executed by Lessee shall constitute an ofter
by Lessee to enter into the Lease with Lessor.
17. DEFAULT: The occurrence of any of the following shall constitute an event of default hereunder (“Event of Default"): (a) Lessee
fails to phy when due any installment of rent or any other amount due hereunder and such failure continues for a period often days after
receipt of written notice thereof; (b) any financial or other information or any other representation or warranty given to Lessor herein or in
connection herewith (including information provided by or on behalf of any Guarantor), proves to be false or misleading; (c) Lessee
assigns, transfers, encumbers, sublets or sells this Lease, any Schedule, any of the Equipment, or any of its interest therein, in any form or
manner, (without Lessor’s prior written consent; (d) Lessee fails to observe or perform any other covenant, condition or obligation to be
observed) or performed by it under this Lease and such failure continues for a period of fifteen days after receipt of written notice thereof;
(c) any ’/ansaet ion or series of transactions that results in an ownership change of fifty percent or m ore of the equity interests of Lessee or
any Guaiiantor of this Lease; If) Lessee or any Guarantor of this Lease consolidates with or merges into, or sells of leases fifty percent or
more of Its assets to any individual, corporation, or other entity; (g) Lessee, or any Guarantor of this Lease, ceases doing business as a
going concern, dies, makes an assignment for the benefit of creditors, admits in writing its insolvency, files a voluntary petition in
bankruptcy, is adjudicated bankrupt or insolvent, files a petition seeking for itself any reorganization, liquidation, dissolution or similar
arrangement under any present or future statute, law or regulation, or files an answer admitting the material alienations of a petition filed
against ii tn any such proceedings, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of ary
substantial part of its assets, or if its shareholders take any action looking to its dissolution or liquidation, or (h) within sixty days after the
commencement of any proceeding against Lessee or any Guarantor of this Lease, seeking reorganization, liquidation, dissolution or
similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within sixty days
after the appointment without Lessee’s consent o i acquiescence of any trustee, receiver or liquidator of it or of any substantial part of its
assets, spell appointment shall not be vacated.
18. REMEDIES: If an Event of Default shall occur, Lessor may, in addition to all available remedies it may have at law or in equity, do
any or all of the following: (a) proceed, by appropriate court action, tc enforce performance by Lessee of the applicable covenants of this
l ease arjd to recover damages for the breach thereof; (b) by written notice to Lessee, terminate this Lease and/or all or any Schedules
hereto and Lessee’s rights hereunder andor thereunder; (c) personally or by its agents enter the premises where any of the Equipment is
located alnd take immediate possession of the Equipment without court order or other process oflaw and free from all claims by Lessee; (d)
nullify any end of Term purchase or renewal option; and/or (e) recover all unpaid amounts then due and owing including applicable
late chatjges, plus, as liquidated damages for loss of a bargain and not as a penalty, accelerate and declare to be immediately due and
payable Ihe unpaid balance of the aggregate rent and other sums reserved hereunder plus the Fair Market Value of the Equipment, without
any presentment, demand, protest or further notice (all of which are expressly waived by Lessee). In the event Lessor repossesses any of
the Equipment, Lessor may sell, lease or otherwise dispose of said Equipment in such manner, at such times, and upon such term's as
Lessor may reasonably determine. If Lessor does repossess and sell the Equipment, the proceeds thereof shall be applied to: <;i all costs
and expanses (including attorney’s fees! of such disposition, (ii) the unpaid accrued rentals, taxes, fees, delinquency charges, interest and
ail or any other sums due and owing, (in) the unpaid accelerated rentals; and (iv) the Fair Market Value of the Equipment. Am excess
proceeds shall be remitted to Lessee If Lessor re-leases the Equipment, the re-lease rentals received for the period through the end of the
Cr u tc l.LASJNu CORP. iCMLN M).V

 l~ x W \W 4 ~ ~ 7
original Base Term of the Lease shall be first applied as described in (i), (ii), (iii), and (iv), above, with any excess to be remitted to the
Lessee. The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of the Lease or of any Schedule unless
Lessor sc notifies Lessee in writing. All remedies of Lessor shall be deemed cumulative and may be exercised concurrently or separately.
The waiv ur by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of a breach of any other obligation or of any
future broach of the same obligation. The subsequent acceptance of rental payments hereunder by Lessor shall not be deemed a waiver of
any prior or existing breach by Lessee regardless of Lessors knowledge of such breach. If any Schedule is deemed at any lime to be a
lease intended as security. Lessee grants Lessor a security interest in tire Equipment to secure its obligations under this Lease and all other
indebted! less at any time owing by Lessee to Lessor. Lessee agrees that upon the occurrence of an Event of Default, in addition to all of
the otiter rights and remedies available to Lessor hereunder, Lessor shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code.
19. PER FORMANCE OF LESSEE’S OBLIGATIONS BY LESSOR: If Lessee fails to perform any of its obligations hereunder,
Lessor stall have the right, but shall not be obligated to perform die same for the account of Lessee without thereby waiving Lessee’s
default. Any amount paid and any expense, penalty or other liability incurred by Lessor in such performance shall become due and
payable fey Lessee to Lessor upon demand.
20. PURCHASE AGREEMENTS: In the event any of the Equipment is subject to any acquisition or purchase agreement (“Acquisition
Agreement”) between Lessee and the Manufacturer, then Lessee, as part of this Lease when approved by Lessor, transfers and assigns to
Lessor an y and all of Lessee’s rights, title and interest (excepting that which is inherent to or granted by this Lease), but none of its obligations
(except Lessee’s obligation to pay for the Eqyipnieni, which Lessor shall do after Lessee* s acceptance of the Equipment, provided ail
documeni ation required by Lessor has been completed and that Lessor’s approval remains valid), in and to the Acquisition Agreements) and
the subject Equipment. IN THE EVENT LESSEE ISSUES A PURCHASE ORDER TO LESSOR WITH RESPECT TO THIS LEASE, ANY
SCHEDUi .E. OR ANY OF THE EQUIPMENT, IT IS AGREED THAT ANY SUCH PURCHASE ORDER IS FOR LESSEE’S INTERNAL
PURPOSES ONLY AND THAT NONE OF ITS TERMS AND CONDITIONS SHALL MODIFY THIS LEASE OR ANY RELATED
DOCUMENTATION, OR AFFECT EITHER PARTIES’ RESPONSIBILITIES AS SET FORTH IN THIS LEASE.
21. NOTI CES: All notices hereunder shall be in wriTing and shall be given by personal delivery or sent by certified mail, return receipt
requested or reputable overnight courier service, postage/expense prepaid, to the address of the other party as set forth herein or to any
later addr »ss last known to the sender. All notices to Lessor shall be addressed to the attention of Vice President, Contracts, and must be
executed by an authorized officer of Lessee to be effective. Notice shall be effective upon signed receipt or other evidence of delivery.
22. APPLICABLE LAW / ARBITRATIOiN: The parties agree that any action brought to enforce any of the terms, of to recover for any
breach, vihethcr based in tort, contract or otherwise, relating to or arising out of this Lease (collectively, “Lease Disputes”) will be
submitted to the Orange County, California, office of JAMS/Endispute LLC (“JAMS”), for a trial of all issues of law and fact conducted
by a retire d judge or justice from the panel of JAMS, appointed pursuant to a general reference under California Code of Civil Procedure,
Section 6‘>8( i) (or any amendment, addition or successor section thereto) unless Lessor or its Assignee selects an alternative forum. If the
parties ar< unable to agree on a member of the JAMS panel, then one shall be appointed by the presiding Judge of the California Superior
Court for the County of Orange. In the event that JAMS in the County of Orange ceases to exist, then the parties agree that all Lease
Disputes will be filed and conducted in the appropriate court having jurisdiction in the County of Orange, unless Lessor or its Assignee
selects an alternative forum. Lessee agrees to submit to the personal jurisdiction of the appropriate California Court for all Lease Disputes.
Lessee wt jves its rights to a jury trial in any action arising out of or relating to this Lease. The prevailing party in any Lease Disputes is
entitled U recover from the other party reasonable attorney's fees and costs, including all JAMS related costs and costs of collection
(including judgment enforcement and collection costs). This Lease has been entered into and shall be performed in California and,
therefore, this Lease shall be construed in accordance with and shall be governed by, the internal substantive laws of the State of California
(exclusive of principles of conflict of laws). TIME IS OF THE ESSENCE.
23. GENERAL: Neither this Lease nor any Schedule shall bind Lessor in any manner, and no obligation of Lessor shali arise,
until the ‘espeetive instrument is duly executed by an authorized officer of Lessor. If more than one Lessee is named in this Lease or
there is a Guarantor of this Lease, the liability of each shall be joint and several. This Lease and each Schedule shall inure to the benefit of
and be binding upon Lessor, Lessee and their respective successors except as expressly provided for herein. AH representations, warranties,
indemnitii :s and covenants contained herein, or in any document now or at any other time delivered in connection herewith, which by their
nature would continue beyond the termination or expiration of this Lease, shall continue in full force and effect and shall survive the
temiinatic n or expiration of this Lease.
24. ENTIRE AGREEMENT: THIS LEASE. TOGETHER WITH ALL DULY EXECUTED SCHEDULES, CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN LESSEE AND LESSOR WITH RESPECT TO THE EQUIPMENT AND SHALL SUPERSEDE
ANY AND ALL PRIOR PROPOSALS, NEGOTIATIONS AND/OR OTHER COMMUNICATIONS, ORAL OR WRITTEN. NO
MODIFICATION TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS MADE IN WRITING AND DULY EXECUTED BY
LESSEE AND AN AUTHORIZED OFFICER OF LESSOR. NO ORAL OR WRITTEN GUARANTY, PROMISE, CONDITION,
REPRESENTATION OR WARRANTY SHALL BE BINDING UNLESS MADE A PART OF THIS LEASE BY DULY EXECUTED
ADDENDUM. UNLESS SPECIFIED OTHERWISE, IN THE EVENT ANY SUCH DULY EXECUTED MODIFICATION IS ATTACHED
TO AND MADE A PART OF ANY SPECIFIC SCHEDULE, THE TERMS AND CONDITIONS OF SUCH MODIFICATION SHALL
APPLY GUY TO THAT SPECIFIC SCHEDULE AND SHALL NOT APPLY TO ANY OTHER SCHEDULE.
PLEASE INITIAL BELOW TO CERTIFY YOUR ACKNOWLEDGMENT AND AGREEMENT THAT NO
MODIFICATION TO THIS LEASE SHALL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY
LESSEE AND AN AUTHORIZED OFFICER OF LESSOR.
Lessor Initials:
Lessor: CELTIC LEASING CORP.
Signature:
Name:

Michael J. Purcell

Title:

Executive Vice President

Date Accepted:

0 8 /2 4 /1 7
CELTIC LEASING CORP. <CMLN 3.-Q3)

 E'i x'WW'J- ^
CELTIC

PURCHASE/LEASEBACK AGREEMENT and BILL OF SALE
RE: Lease No. CML-3826A

/ Schedule No. 3826A0I_______________

CELTIC LEASING CORP.—Lessor/Purchaser
4 P a r k P l a z a , S i n t ?»>(> ■ I r v i m ;. C a i i f o r m a ^2(»(4 * ;

<

J

• F ' A > i - 1 331

Less*se/Seller: Tulare Local Health Care District
Corporate
Address :
Coma ci :
Equipcielent
Location :

869 North Cherry St.. Tulare, CA 93274
Title: CFO/COO
Alan W. Germany .

_Phone No.: (859)688-5235

Various Locations

reement is to acknowledge that the above named Lessee/Seller {herein referred to as "Seller") agrees to sell and Celtic Leasing
herein referred to as "Purchaser") agrees to purchase the below listed equipment {the “Equipment”) which is subject to the
above eferenced lease and schedule (the "Lease") by and between Seller and Purchaser as Lessee and Lessor, respectively:

This

Corp.

Equip:ijicnt:
ITEM f i l l

PRICE

DESCRIPTION

AS SET FORTH ON EXHIBIT "A" ATTACHED HERETO AND
MADE A PART HEREOF, CONSISTING OF 02 PAGE(S).

$ . XQQMQOM

NOTE: The itern(s) described above represent^) Equipment ltem(s) 1.-77. to said Lease.

Purchajscr shall pay to Seller the aggregate price listed above. Seller represents and warrants that it has good and merchantable title to
the Eqi ipment free and clear of all adverse liens and encumbrances Bnd Seller covenants and agrees to defend same against any and all
adversh claims and demands. Seller acknowledges that it is responsible for any and all sales/use tax relating to the Equipment.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. Seller hereby sells, transfers, grants, bargains, sets
over, fssigns. delivers and conveys all of its right, title and interest in and to the Equipment (except for those rights and interests
granted under said Lease) to Purchaser.
LESSEE/SELLER

LESSOR/PURCHASER

Tulare Local Health CaredlHstrict

CELTIC LEASING CORP.
Signature

: Benny Ben2 eevi.MD_____________

Name

: CEO

Title

1992CELTICLEASiKGCOftP (CVIPAS/32)

i -'PIG

Date:

^

%

O j^

Michael J. Purcell____________ ‘
Executive Vice President Datc08/3Q/17.

 Exhibit ”A M
to

PURCHASE/LEASEBACK AGREEMENT and BILL OF SALE
relating to

Lease No. CML-3&26A/ Schedule No. 3826AO1
uip

E\

OTY

cm

Vendor

1.

SERIAL NO.

________________DESCRIPTION________________________________________
Invoice #

Address

Clry

County

State

Zip

S0IU464130

446 West Prosperity Ave

Tulare

Tulare

CA

.i.

FujiFilm Medical Systems USA. Inc.

15188

869 Cherry Ave

Tulare

Tulare

CA

93274
93274

3.

102788078
15506

869 Cherry Ave
869 Cherry Ave

Tulare

Tulare

CA

93274

4.

Beckman Coulter
Karl Store Endoscopy-America. Inc.

Tulare

Tulare

CA

93274

5.

Physio-Control. Inc.

112111458

869 Cherry Ave

Tulare

Tulare

CA

93274

6.
7.

Covidien

17177845

869 Cherry Ave

Tulare

Tulare

CA

93274

Covidien
Creche Innovations

17186689
2912

869 Cherry' Ave
869 Cherry Ave

Tulare
Tulare

Tulare

8.

Tulare

CA
CA

93274
93274

Hill-Rom

9.

Karl-Storz Endoscopy-America. Inc.

15506

869 Cherry Ave

Tulare

Tulare

CA

93274

10.

Karl-Stor? F.ndoscopy-America, Inc.

92489353

869 Cherry Ave

Tulare

Tulare

CA

93274

II.

Medline Industries, Inc

1054419482

869 Cherry Ave

Tulare

Medline Indusines. Inc.

1055014982

869 Cherry Ave

Tulare

Tulare
Tulare

CA
CA

93274

12.
13.

Ohio Medical Corporation

339043

869 Cherry Ave

Tulare

Tulare

CA

91274

14.

Stryker Sales Corporation

869 Cherry Ave

Tulare

Tulare

CA

93274

15.

Owens & Minor

1085515 M
4199188

16.

FDSI Logistics

21860663

869 Cherry Ave
869 Cherry' Ave

Tulare
Tulare

Tulare
Tulare

CA
CA

93274
93274

93274

17.

Carl Zeiss Meditec. Inc

6044411074

869 Cherry Ave

Tulare

Tulare

CA

93274

18,
19.
20

Biodex Medical System*. Inc.

227848 .

Tulare

Tulare

CA

93274

Tulare

12804833

869 Cherry Ave
869 Cherry Ave
869 Cherry Ave

Tulare

Tulare
Tulare

CA
CA

93274
93274

Tulare

Tulare

CA

93274

Tulare

Tulare

CA

93274

Tulare

93274

Tulare

CA
CA

80343395

21.

G E Medical Systems
Smiths Medical ASD. Inc.
Scale-Tromx

181206

446 West Prosperity Ave

22 .

Biodex Medical Systems. Inc

229130

2.3
24

Novum Medical Products. Inc
CareFusion
CareFusion

27734

869 Cherry Ave
869 Cherry Ave

25

9103664443
9103777669

869 Cherry Ave

Tulare
Tulare

869 Cherry Ave

Tulare

Tulare

CA

93274
93274

26.
27

Covidien

16542695
8672324739

869 Cherry Ave
869 Cherry Ave

Tulare

93274

Tulare

Tulare
Tulare

CA

Grainger

CA

28.

Gyrus ACM i.LP

101433860

869 Cherry' Ave

Tulare

Tulare

CA

93274
93274

29

Medisafc America LLC

26378

869 Cherry Ave

Tulare

Tulare

CA

93274

30

Karl-Storz Endoscopy-America. Inc.

92338451

869 Cherry Ave

Tulare

Tulare

CA

93274

31

Karl-Stor* Endoscopy-Amenta. Inc.

Tulare
Tulare

92347138

869 Cherry Ave

Tulare

Tulare
T ulare

CA
CA

93274

Karl-Stonr Endoscopy-America. Inc.
Karl-Storz Endoscopy-America. Inc.

869 Cherry' Ave
869 Cherry Ave

Tulare

32.

92339804
92338450

CA

92349192
12932823 RI
1952

869 Cherry Ave
869 Cherry Ave
869 Cheny Ave

Tulare
Tulare

Tulare
Tulare

CA

93274
93274

CA

93274

Tulare

Tulare

CA

93274

900360958

869 Cherry Ave

Tulare

Tulure

CA

93274

869 Cheny Ave
869 Cherry Ave
869 Cherry Ave

Tulare

Tulare
Tulare

CA

93274

CA

93274

Tulare

CA

93274

869 Cherry Ave

Tulare
Tulare

Tulare

CA
CA

93274

33.
34.

Karl-Storz. Endoscopy-America, tnc.

35.
36.
37.

Olympus America Inc.

38
39

46251
2225893

40

Case Medical
Integra
Integra

41.

Wilson Medical Specialists, Inc

42

Wilson Medical Specialists. Inc

232883
232952

P.XI

The Drappcry Shoppe
Intuitive Surgical

2215678

869 Cherry Ave

Tulare
Tulare

Tulare

93274

93274

 ExhlQii ”A” to PURCHASE/LEASEBACK AGREEMENT AND BILL OF SALE
Paee
Teleflex Medical

844764

-53.
44.

Tulare

CA

93274

906457060

S69 Cherry Ave
869 Cherry Ave

Tulare

Johnson & Johnson Health Care Systems. Inc.

Tulare

Tulare

CA

93274

45.

Stryker Sales Corporation

4030K42-E

869 Cherry Ave

Tulare

Tulare

CA

46.

80845
15371

Tulare
Tulare
Tulare

Tulare
Tulare
Tulare

93274
93274
93274

92372540

869 Cherry Ave
869 Cherry Ave
X69 Cherry Ave

CA

47.
4K,

Herzog Surgical
Telellex Medical
Kari-Stor? Endoscopy-America, Inc.

49.

Intuitive Surgical

Tulare

869 Cherry Ave

Tulare
Tulare

52

Maquet Gettnge Group

9103785405
2690380749

Tulare
Tulare

CA
CA

51

CareFusion
CareFusion

869 Cherry Ave
869 Cherry' Ave

Tulare

50.

900360959
9103788127

869 Cherry Ave

Tulare
Tulare
Tulare
Tulare

53

GH Medical Systems

80356425

869 Chenry Ave

54.

GE Medical Systems

869 Cherry Ave

55.

GE Medical Systems

80356432
80355500

56.

G E Medical Systems

80380566

57

Olympus America Inc.
Hospital Associates

5K.

869 Cherry Ave
869 Cherry Ave

CA
CA

93274
93274
93274

CA

93274

Tulare

CA

93274

Tulare

CA

93274

Tulare

93274

Tulare

CA
CA

Tulare

CA

93274
93274

Tulare

CA
CA

93274
93274

14499914 R1

446 West Prosperity Ave

Tulare
Tulare

162057-00

446 West Prosperity Ave

Tulare

Tulare

59.
60.

Hospital Associates

162057-01

Tulare

162057-02

869 Cherry Ave
869 Cherry Ave

Tulare

Hospital Associates

Tulare

Tulare

CA
CA

93274
93274

61.

Hospital Associates

162057-03

446 West Prosperity Ave

Tulare

Tulare

CA

93274

62
63

Newmatic Medical

W026390
80380254

869 Cherry Ave
869 Cherry Ave

Tulare
Tulare

Tulare
Tulare

CA
CA

93274
93274

G E Medical Systems

64.

Melo's Gas & Gear

65.
66.
67

Stryker Sales Corporation

68.

Strvket Sales Corporation

69.
70

529065

869 Cherry Ave

Tulare

Tulare

CA

93274

2403402-1 DM
2403014-1 DM
24U3008-! DM
2401748-1 DM

869 Cherry Ave
869 Cherry Ave

Tulare

Tulare

Tulare

Tulare

CA
CA

869 Cherry Ave
869 Cherry Ave

Tulare

Tulare

CA

93274
93274
93274

Tulare

Tulare

CA

93274

Stryker Sales Corporation
Stryker Sales Corporation

2401762-1 DM

869 Cheny Ave

Tulare

CA

2403000-1 DM

869 Cherry Ave

Tulare
Tulare

Stryker Sales Corporation
Stryker Sales Corporation

869 Cherry Ave
869 Cherry Ave

T ulare
Tulare

Tulare

CA

93274

73.
74.

869 Cherry' Ave
869 Cherry Ave

Tulare

Tulare

CA

93274

Tulare

8433821715
DZ77084

869 Cherry Ave

Tulare

Tulare
Tulare

CA
CA

93274

75.
76.

Sirykcr Sales Corporation
Vital Signs. Inc.
Vital Signs. Inc.
CDW Government

2403352-1 DM
2403381-1 DM
1211942M

( ‘A
CA

93274
93274

71
-?->

Tulare
Tulare

869 Cherry Ave

Tulare

Tulare

CA

93274

77.

Natus

1040032866

869 Cherry Ave

Tulare

Tulare

CA

93274

Stryker Sales Corporation
Stryker Sales Corporation

8480121715

LESS1iE/SELLER

LESSOR/PURCHASER

Tular Local Health Care District

CELTIC LEASING CORP.

■uSto*.
Signatiare:

/ / j / / O

Signature:

/T /

Name:

Benny Benzeevi, MD

Name:

Michael J. Purcell

Title:

CEO

Title:

Executive Vice President

Date:

08/30/17

Date:

L. •EXPLBlKHt

p - ^ 0 - P -Q i

>

93274

93274

 E^VNiVd-

° \

CELTIC
ACCEPTANCE CERTIFICATE

T O LEASE SCHEDULE NO. 3826A0I A N N E X E D T O A N D
M ADE A PART OF MASTER LEASE N O C M L -3826A

Lessee:

Tulare Local Health Care District

Let see hereby certifies that, pursuant to the Lease Schedule and Master Lease referenced above, the Items
of Equipment set forth below, as are enumerated and further described in the related Lease Schedule, have
been, as of the indicated Commencement Date, delivered to, inspected by, found to be in good order and
accepted by Lessee as ready for use, and billing pursuant to the Lease is appropriate. Lessee understands
that Lessor is relying on this certification in making payment for the Items listed below. Lessee and Lessor
agr*e that the c o p y of this originally signed Acceptance Certificate Lessee delivers to Lessor bv
facsimile transmission or e-mail shall constitute the original of the Acceptance Certificate for all purposes
unc er the Lease.
ITEMi S)

1 7

OTY

COMMENCEMENT
ADDITIONAL DESCRIPTION INCLUDING SERIAL NO. AND LOCATION
DATE
(necessary only if information on the related Lease Schedule is insufficient!

ALL DATE OF FUNDING

Lessee hereby acknowledges acceptance of the indicated Items of Equipment as
of the signature date sei forth below; however, due to the Purchase/ Leaseback
nature of the Equipment, the Commencement Date shall be the actual date of
funding for these Items by Lessor or Lessor’s assignee.

ACCEPTED BY:

Lessee:,

Tulare LocaLHealth Care District

Signature
Name:

Benny Benzeevi. MD_________

Title:

CEO____________ Daw:

.

•

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i /

15*9* CfiTiC IfA-SIMO COW

CUlaC 2^93)

 £ /WWv

lb

ORGANIZATION CERTIFICATE
THE UNDERSIGNED DOES HEREBY CERTIFY that: (a) I am an officer of
Tulare Local Health Care District an organization duly organized and validly existing
under the laws of the state of California: and (b) that the persons whose names and
signatures appear below are, and have been at all times, duly qualified and authorized to
execute, on behalf of this organization, any and all documents and instruments in
connection with the lease, purchase, sale or other disposition of personal property from or
to CELTIC LEASING CORP. including, but not limited to. Master Leases, Lease
Schedules, Purchase and Sale Agreements, and other documents relating thereto.

NAME

TITLE

,

--------------------

Bennv Benzeevi, MD_____

SIGNATURE
—

CEO_______________

____

rN WITNESS WHEREOF, the undersigned officer has executed this Certificate
on the date set forth below.

L;-econo

 Darrell Early
From:
Sent:
To:
Cc:
Subject:

Delbert Bryant <dbryant@teamhcca.com>
Wednesday, August 30, 2017 1:14 PM
Timothy Ong
Skylar Crane; Mark El-Hinn
RE: wire information

No, thatfs not right. The bank, Chase, is at:
5 1 5 1 W. Goshen Avenue
Visalia, CA 93291
believe their official name is JPMorgan Chase Bank, N.A. The routing number is an old Washington
Mutual f lumber that they are still using for banks they acquired from Washington Mutual when the
companies merged.

From: Timothy Ong [mailto:TOng@Celticfinance.coml
Sent: Wednesday, August 30,201712:51 PM
To: Delbert Bryant
Cc: Skylar Crane; Mark El-Hinn
Subject: RE: wire information
Delbert,
Can you plsase confirm this is the address below:
1079 E. Prosperity Ave
Tulare, 2A 93274
Thank you,
Tim othy Ohg„ CLFP

Vice President
CELTIC COMMERCIAL FINANCE
a wholly owned subsidiary of MB Financial Bank, NA,
4 Park Plaza Ste 300   Irvine, CA 92614
t: 949.471.jl061   f. 949.263.1331
e: Tong@celticfinance.com   w: www.celticfinance.com

TEC

JVl F RC t Al.
EANC E*
From: Timothy Ong

Sent: Wednesday, August 30,2017 9:18 AM
To: 'Delben Bryant'
1

 11

Cc: Skytai Crane; Mark El-Hinn
Subject: ItE: wire information
Delbert,
Can you ©lease provide the bank's physical address?
Thanks,
Tim othy Ong, CLFP

Vice Pre:sident
CELTIC 0;OMMERClAl FINANCE
a wholly owned subsidiary of MB Financial Bank, N.A.
4 Park PUza Ste 300   Irvine, CA 92614
t: 949 471 .1061   f: 949.263.1331
e: Tone ^celticfinance.com Jw: www.celticfinance.com

■ic

\A M E R C I A N
, MC

£*

From: Delbert Bryant fmailto:dbivant@teamhcca.com]
idnesday,
August
30, 2017 8:09 AM
Sent: W
To: Timdthy Ong
Cc: Alan Germany
Subject: FW: wire information

Tim, he re you go...
From: Delbert Bryant
Sent: Frijday, August 18, 2017 4:02 PM
To: *Skyla r Crane*
Subject wire information

Skylar,
The account is named Tulare Asset Management Account
Bank is Washington Mutual (now Chase but system still reads routing number as W M )
Routing number 322271627
Accourkt number 898115915
Put on memo line: Tulare Local Health Care District

This e-mail is a confidential transmission. Information contained herein is confidential and/or proprietary and is for the
intended recipient only. It may not be distributed to any other party in any manner without the prior written consent of
the sender. If you are not the intended recipient, you are directed not to read, disclose, distribute or otherwise use this
transmiiision. If you have received this email in error, please notify the sender immediately and delete the transmission.
D e liv e ry j of th is m e s s a g e is not in t e n d e d to w a iv e any a p p lic a b le p riv ile g e s .
2

 ETx'nlkii' 1Z
Report Run Date: 08/31/201713:04

W ire D etail R e p o rt - C eltic L e a sin g C o rp o ra tio n
F ed w ire

Celtic-Oeltic Leasing Corporation

1198346

Pending Approval

3,000.000.OOUS0

N

Fromi Toniiplate:
Valuei D ilie:

08/31/2017

Sendl Dae:

08/31/2017

/

Sender Reference:

C M L3828A D 1/"

DebittA a o luntU:

XXXXX01236-USD

Referenda for Recipient:

TULARE LOCa C h EA

Recipier ID Type:

Account N jjjjib e^

Redpien ID:

898115915 '

RecJpien Name:

TULARE ASSET MANAGEMENT ACCOUNT

Redpien Address 1:

889 N. CHERRY STREET

RedpieiOf Address 2:

TULARE. CA 93274 /

Redplenl Bank ID Type:

ABA (W tre )^

Recipient Bank ID:

322271627 ^

Recipient Bank Name

j p m o r g a n c h a Se

Details at! Payment Line 1:

CONVENIENCE FUNDING OF ITEMS 1-77

Detain ol Payment Une 2:

ATTN: ACCOUNTS RECEIVABLE ^

Details of Payment Une 3:

CML-3820AO1- 3P0LARE LOCAL HEALTH CA

/

^

Date/TIrm

Log In tt)

Action

oe/31/201 r 13:04

AB!STA@CeitSc

create

/

End Of Report

Wire Pag merit IDs:

1198341

wivC/eia# f a f f r t

Page 1 ol 1

0W31/201T 13XH

 Exhibit 13: Schedules- Flow 0' $3 Celtic Funds

ulare Asset Managemem LLC Accoum -5515- Chase Bank

 

 

 


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 13: Schedules- Flow 0f 53 Million Funds

  

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Exhibit 13: Schedulzs- Flow oi $3 Million Celtic Funds

       
      
 

 



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06Dec17-1288
THIS ITEM IS PART OF A LEGAL STATEMENT RECONSTRUCTION
GROUP ID G06Dec17-1288
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[HCCA

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UDK: 601170925005690211370
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THIS ITEM IS PART OF A LEGAL STATEMENT RECONSTRUCTION
GROUP ID G0eDec17-1288
S eq u en ce num ber 002880018417 Posting d ate 18-Sep-17 Amount 2400000.00

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EXHIBIT #9

Dee

Case 18*01005

Filed 07/25/18

2

3
4
5
6

HAGOP T. BEDOYAN, CSB NO. 131285
KURT D. VAN SCIVER, CSB NO. 263957
KLEIN, DENATALE, GOLDNER,
COOPER, ROSENLIEB & KIMBALL LLP
5260 N. Palm Avenue, Suite 205
Fresno, California 93704
Telephone: (559)438-4374
Facsimile: (661)326-0418
E-mail: hbedovan@kIeinlaw.com
kvansdver@kleinlaw.com
Attorneys for Healthcare Conglomerate Associates, LLC

7

UNITED STATES BANKRUPTCY COURT

8

EASTERN DISTRICT OF CALIFORNIA, FRESNO DIVISION

9
to

In re:

Case No.: 17-13797-9-B

11

TULARE LOCAL HEALTHCARE
DISTRICT dba TULARE REGIONAL
MEDICAL CENTER,

Chapter 9

12

13

Adversary Pro. No.: 18-01005-B

Debtor.

DC No. WW-1

14
15
16
17
18
19
20
21

DECLARATION OF YORAI (BENNY)
BENZEEVI, M.D., IN SUPPORT OF
HEALTHCARE CONGLOMERATE
ASSOCIATES, LLC’S OPPOSITION TO
MOTION FOR PARTIAL SUMMARY
JUDGMENT ON SIXTH CLAIM FOR
DECLARATORY RELIEF

TULARE LOCAL HEALTHCARE
DISTRICT dba TULARE REGIONAL
MEDICAL CENTER,
Plaintiff,
v.

Date:
Time:
Place:

HEALTHCARE CONGLOMERATE
ASSOCIATES, LLC a California limited
liability company,
Defendant.

Judge:

22

August 15,2018
1:30 p.m.
2500 Tulare Street
Courtroom 13
Fresno, CA 93721
Honorable Rene Lastreto II

23
24
25
26
27
28
3OP1G05

1

DECLARATION OF V, BENZEEV

 Doc 55

Case 18-01005

Filed 07/25/18

1

I, YORAI (BENNY) BENZEEVI, M.D., declare as follows:

2

1.

I am an adult over the age of 18.

3

2.

I make this declaration based on my own personal knowledge. If called upon to

4

do so, 1could and would testify competently to the matters stated in this declaration.
3.

5
6

I make this declaration in support of Healthcare Conglomerate Associates,

LLC’s (“HCCA”) opposition to the motion for summary judgment
4.

7

I am the Managing Member of HCCA. HCCA is a California Limited Liability

8

Company with its principal place of business in Los Angeles and was the Manager of debtor

9

Tulare Local Healthcare District dba Tulare Regional Medical Center (“District” or “TRMC”).

10

I have overall responsibility for the management of HCCA. Prior to HCCA serving as manager

11

of the District, I served as Director of the Emergency Department at TRMC from 2007 until

12

January 2014. I received my medical degree at the University of California, Davis and I am

13

board certified by the American Board of Emergency Medicine and I hold the status of Fellow

14

of the American College of Emergency Medicine. Based on the foregoing positions, I have

15

extensive knowledge of the District and its governance and operations, HCCA’s contracts and

16

the performance thereunder, and the relationship between the District and HCCA.
5.

17

From 2007 to 2014, the District employed six different Chief Executive Officers

18

and over six different Chief Financial Officers. The District lost over $16 million in the three

19

fiscal years prior to 2014 and over $8 million in the fiscal year prior to 2014 alone.

20

6. The District needed new and effective leadership. In December 2013, after a year­

21

long search, the District entered into a short-term management services agreement with HCCA,

22

effective January 2014. The District then entered into a long-term Management Services

23

Agreement (the “MSA”) with HCCA to be the exclusive manager and operator of the District,

24

lit

25

III

26

///

27

III

28
30P1005

1

DECLARATION OF Y. BENZEEVI

 Doc 55

Case 18-01005

Filed 07/25/1'

which included specifically the appointment by HCCA of a Chief Executive Officer. Under the
1

MSA, approved by a 5-0 vote of the District’s board, HCCA as manager would appoint an

2

individual to serve as the denominated CEO.
7.

3

4

The MSA established a term of 15 years plus a renewal term of an additional 10

years. Under the terms of the MSA, HCCA had the authority to manage the District on a day-to-

5 day basis. I acted as CEO since 2015. During that time, the District’s board never formally or
6 informally questioned my authority to act as CEOof the District nor did the District’s board at
7 any time since entering into the MSA with HCCA ever formally or informally question HCCA’s
8 authority to appoint a CEO. A true and correct copy of the MSA is attached as Exhibit A.
8.

9

HCCA’s authority included the power to loan money to the District to cover

10

necessary expenses if the District failed to provide sufficient funds to HCCA for operations. The

11

MSA granted HCCA a security interest in all the District’s assets to secure those funds. In

12

particular, the MSA authorized HCCA to act as attorney-in-fact for the District and gave HCCA

13 the power to execute any financial instrument necessary to secure its loans to the District, if such
14 loans proved necessary.
15

9.

16

cover expenses.
10.

17

From 2014 to 2017 HCCA loaned the District $10,233,950.05 (the “Loans”) to

On September 28,2017, the District recorded a deed of trust in favor of HCCA to

18 secure the Loans. I signed the deed of trust on behalf of the District.
11. The District’s board membership changed several times during HCCA’s tenure.
19
20

At no time was the MSA or any of its components formally or informally challenged by the

21

board.
12.

22

After the most recent change in membership on the District’s board, the District

23 abruptly and without notice declared bankruptcy.
I make this declaration under penalty of perjury under the laws of the state of California.
24
25

I execute this declaration on July 24,2018 in Los Angeles, California.

26

£L~

27

28 ____________________________________YORAI (BENNY) BENZEEVI. MD______
3OP1005

3

DECLARATION OF Y. BENZEEVI

ORIGINAL

  

 

EXHIBIT #10

Dpc

C ase 16-10015

Filed 10/15/:,

1

6

2

HAGOP T. BEDOYAN, CSB NO. 131285
KLEIN, DENATALE, GOLDNER,
COOPER, ROSENLIEB & KIMBALL, LLP
5260 N. Palm Avenue, Suite 205
Fresno, California 93704
Telephone: (559) 438-4374
Facsimile: (661)326-0418
Email: hbedoyan@kleinlaw.com;

3
4
5
6

7

Brandon N. Krueger, Esq. (SBN 221432XAdmission Pending)

8

bkrueger@sa!lspencer. com

9

Icalias@sallspencer.com

10
11

12

13
14

Lara A.S. Callas, Esq. (SBN 174260)(Admission Pending)
SALL SPENCER CALLAS & KRUEGER
A Law Corporation
32351 Coast Highway
Laguna Beach, CA 92651
Telephone: (949) 499-2942
Facsimile: (949) 499-7403
Attorneys for Healthcare Conglomerate Associates, LLC and
Vi Healthcare Finance, Inc.

15
16

UNITED STATES BANKRUPTCY COURT

17

EASTERN DISTRICT OF CALIFORNIA, FRESNO DIVISION

18

In re:

Case No.: 16-I00I5-A-9

19

SOUTHERN INYO HEALTHCARE
DISTRICT,

Chapter 9

20

DC No.:

21

Debtor.

Date:
Time:
Place:

22

23
24

Judge:

25

KDG-4
November 14,2018
1:30 p.m.
United States Bankruptcy Court
2500 Tulare Street, Fifth Floor
Department A, Courtroom 11
Fresno, California
Honorable Fredrick E. Clement

26
27
28

DECLARATION OF YORAI BENZEEVI, M.D. IN SUPPORT OF MOTION TO
DISQUALIFY ASHLEY M. MCDOW AND FOLEY & LARDNER AS ATTORNEYS
FOR DEBTOR
3N 08338

I

DECLARATION

 Doc

C ase 16-10015

Filed 10/15/18

1
2

I, Y0RA1 (BENNY) BENZEEVI* M.D., declare as follows:

3

1.

I am an adult over the age of 18.

4

2.

I make this declaration based on my own personal knowledge. If called upon to

5

do so* I could and would testify competently to the matters stated in this declaration.
3.

6

I make this declaration in support of the Motion of Healthcare Conglomerate

7

Associates, LLC (“HCCA”) and Vi Healthcare Finance, Inc. (“Vi”) to disqualify the law firm

8

of Foley & Lardner and Ashley McDow from representation of Debtor in the above entitled

9

Chapter 9 case.

10

4.

I am the Managing Member of HCCA. HCCA is a California Limited Liability

n

Company with its principal place of business in Los Angeles and was the Manager of debtor

12

Southern Inyo Healthcare District (“Inyo” or “Debtor”). I have overall responsibility for the

13

management of HCCA. I am also the President of Vi* a finance company which extended a line

14

of credit to Debtor in July 2017. 1received my medical degree at the University of California,

15

Davis and 1am board certified by the American Board of Emergency Medicine and I hold the

16

status of Fellow of the American College of Emergency Medicine. Based on the foregoing

17

positions* I have extensive knowledge of HCCA’s contracts and the performance thereunder*

18

the relationship between HCCA* and its affiliate entities* and the law firm of Baker Hostetler*

19

the relationship between Inyo and HCCA, and the relationship between Inyo and Vi.
5.

20

In 2009,1retained the firm of Baker Hostetler (“Baker”) to advise and assist me

21

in the formation of a professional corporation. Between 2009 and 2017, Baker's engagement

22

expanded far beyond the initial engagement to the formation of* and legal services to several

23

other health-care related entities* including HCCA, Medflow, PC, Vi, and Tulare Asset

24

Management (collectively* the “Benzeevi Group”). In 2013 and 2014* Baker advised HCCA

25

concerning the drafting and negotiation of a Management Services Agreement (“Tulare MSA”)

26

with Tulare Local Healthcare District (“TLHD”) and then continued to advise HCCA

27

concerning the management of TLHD while it also undertook to advise TLHD. In 2013, Baker

28

assisted and advised me in forming Medflow* PC. Baker also provided legal services relating
3N08358

2

DECLARATION

 Dpc

C ase 16-10015

Filed 10/15/18

1

to trademark and personnel issues, including drafting numerous employment and independent

2

contractor agreements for physicians and other professionals affiliated with my businesses.

3

Baker essentially functioned as outside general counsel for all of the businesses I was forming

4

and operating between 2009 and 2017, and I communicated with them frequently, and at

5

certain times, multiple times per day. Bruce Greene was my primary contact at Baker, but

6

Ashley McDow and Fahim Farivar also worked on HCCA matters. I communicated significant

7

amounts of confidential information to Baker concerning all aspects of the business of the

8

Benzeevi Group, including financial information and business strategies and goals.

9

Throughout Baker's representation, the Benzeevi Group paid Baker at least hundreds of

10

thousands of dollars for its legal services.
6.

11

In December 2015 and January 2016, Baker advised HCCA in negotiating and

12

drafting a Management Services Agreement with Inyo (the “Inyo MSA”). A true and correct

13

copy of the Inyo MSA is attached hereto as Exhibit A. Ashley McDow, a partner at Baker,

14

was heavily involved, along with Mr. Greene, in these negotiations and drafting, with particular

15

emphasis on advising HCCA concerning how the contemplated Chapter 9 proceedings, to be

16

initiated by Inyo, would affect HCCA’s rights under the Inyo MSA. I spoke multiple times per

17

day during this period with both Mr. Greene and Ms. McDow concerning the Inyo MSA and

18

shared substantial confidential information with them concerning HCCA’s strategies and goals

19

with respect to the Inyo MSA. Ms. McDow was the attorney representing HCCA who

20

appeared on behalfof HCCA at the January 2,2016 meeting of the Inyo Board where the Inyo

21

MSA, the Januaty 2,2016 purported “Waiver of Conflict” and the retainer agreement between

22

Baker and Inyo letter (Exhibits B and C, discussed in paragraph 7) were all approved. The

23

Inyo Board was represented by separate counsel Scott Nave in negotiating the Inyo MSA.
7.

24

Following execution of the Inyo MSA by Inyo and myself, on behalfof HCCA,

25

Baker began representing Inyo in commencing this Chapter 9 proceeding. In connection with

26

this dual representation, Baker presented to HCCA and Inyo a purported “Waiver of Conflict”

27

letter dated January 2,2016. A true and correct copy of this January 2,2016 letter signed by

28

Bruce Greene, but not Inyo or HCCA, is attached hereto as Exhibit B. I have been unable to
3N08358

3

DECLARATION

 1

locate a copy of the January 2,2016 “Waiver of Conflict’*letter counter-signed by Inyo and

2

HCCA in the files in my possession. Baker also provided to Inyo an “Engagement of

3

Counsel” letter to Inyo also dated January 2,2016. A true and correct copy of the January 2,

4

2016 “Engagement of Counsel Letter” is attached hereto as Exhibit C. As part of the Board

5

approval process for the Inyo MSA, the “Waiver of Conflict Letter” and the “Engagement of

6

Counsel” Letter were posted at the Inyo facilities, as well as uploaded along with the Agenda

7

for the January 2,2016 Board meeting where the Inyo Board considered approval of the MSA,

8

the retention of Baker by Inyo, and the purported “Waiver o f Conflict.” The Inyo MSA was

9

executed by Inyo and HCCA sometime in early January 2016.
8.

10

The Inyo MSA required that HCCA provide a Chief Restructuring Officer to

11

manage the hospital. HCCA appointed HCCA representative Alan Germany to serve as Chief

12

Restructuring Officer. Between January 2016 and September 2017, Ms. McDow

13

communicated with Mr. Germany and myself concerning Chapter 9 issues for Inyo. I

14

understood that after Baker began representing Inyo in the Chapter 9 proceedings, Baker would

15

continue to advise HCCA concerning the Chapter 9 proceedings and with regard to the Inyo

16

MSA, and in fact Baker did exactly that. Baker and Ms. McOow continued to advise HCCA

17

with regard to its duties and responsibilities as the manager o f Inyo and in relation to the

18

Chapter 9 proceedings, Baker also continued to perform legal services on other matters it

19

continued to handle for HCCA and the Benzeevi Group. At no time was I told that if the

20

interests of HCCA and Inyo became in conflict, that Baker could continue to represent Inyo

21

adverse to any member of the Benzeevi Group. To the contrary, it was my understanding that

22

if an actual conflict developed, Baker would terminate its representation of Inyo and continue

23

representing the Benzeevi Group, including as to the Inyo MSA.
9.

24

In the summer o f 2017, Baker undertook another project related to Inyo, the

25

formation of Vi Healthcare Finance, Inc. (“Vi”). Baker drafted the formation documents for

26

Vi and the transaction documents whereby Vi extended a line of credit to Inyo, and Baker

27

advised me concerning this entity. I am the President o f Vi.

28

provided another purported “Waiver of Conflict” Letter dated July 19,2017. A true and correct
3N08358

4

In connection with Vi, Baker

DECLARATION

 Dp

Case 1 6 -1 0 0 1 d

Filed 10'15/lB

1

copy o f this letter, signed by Bruce Greene o f Baker, as well as m yself on behalf o f HCCA and

2

Vi, and Inyo Board member Richard Fedchenko, for Inyo, is attached hereto as E xhibit D.
10.

3
4

In the summer o f 2017, a dispute erupted between HCCA and the Inyo Board

concerning the financial situation o f Inyo and HCCA’s management o f Inyo.
11.

5

On September 29,2017,1 received a letter from Mr. Greene at Baker stating that

6

Baker was commencing termination o f its representation o f all entities o f the Benzeevi Group.

7

A true and correct copy o f Baker’s September 29,2017 letter is attached hereto as E xhibit E.

8

Neither orally, nor in this September 29,2017 letter, did Baker disclose to me that an actual

9

conflict had developed. Baker also did not seek a waiver o f an actual conflict between any

!0

entity o f the Benzeevi Group and Inyo. Baker did not seek my consent to continue representing

11

Inyo and had it requested such consent I would have declined to grant such consent. Baker’s

12

conduct was directly contrary to my expectation and understanding that Baker would continue

13

to represent the Benzeevi Group if a conflict developed with Inyo.
12.

14

Then, approximately two and a half weeks later, on October 17,2017, Ms.

15

McDow filed on behalf o f Inyo in the Chapter 9 proceedings an Emergency Motion seeking

16

rejection o f the Inyo MSA which was highly prejudicial to the Benzeevi Group. I received no

17

advance notice that Baker intended to file this motion, that Ms. McDow would support the

18

motion with her own declaration, or that Ms. McDow would appear at the hearing on this

19

Emergency Motion and make statements adverse to the interest o f the Benzeevi Group. Instead,

20

I received an e-mail the same day the motion was filed that a hearing would occur on the

21

Emergency Motion that same day.
13.

22

Prior to the problem arising with Inyo, a dispute had arisen between TLHD and

23

HCCA. This dispute arose after a new Board was elected for TLHD in November 2016. Baker

24

had represented HCCA with regard to the Tulare MSA both before and after execution o f the

25

Tulare MSA and also represented TLHD. However, in the summer o f 2017 the TLHD claimed

26

to have retained new counsel, the McCormick Barstow firm, to replace Baker. Mr. Greene o f

27

Baker disputed the TLHD Board’s authority to hire new counsel. One example o f this position

28

is reflected in an e-mail from Mr. Greene to several members o f the TLHD Board dated August
3N08358

5

DECLARATION

 Doc 488

C ase 16-10015

Filed 10/15/18

1

8.2017 wherein he stated “any law firm that the three of you may have selected will not be

2

considered to lawfully represent the District.” A true and correct copy of Mr. Greene’s August

3

8.2017 e-mail is attached hereto as Exhibit F.
14.

4

When Ms. McDow left Baker andjoined the firm of Foley & Lardner, she did

5

not seek my consent to have Foley & Lardner or herself, represent Inyo in these proceedings.

6

Had my consent been sought, 1would not have granted consent for Foley or Ms. McDow to

7

represent Inyo.

8

I declare under penalty of peijury that the foregoing statements are true and correct and

9

that if called as a witness herein I could and would competently testify thereto, and that this

10

declaration was executed on October J[4,2018 at LOS AfigGleS California.

It
12

YORAI BENZEEVI, M.D.

13
14
15
16
17
18
19
20
21

22

23
24
25
26
27
28
3N08358

6

DECLARATION

  

 

EXHIBIT #1 1

CELTIC

PURCHASE/LEASEBACK AGREEMENT and BILL OF SALE
RE: Lease No. CML-3826A

/ Schedule No. 3826A01________________

CELTIC LEASING CORP.— Lessor/Purchaser
L csse s/Selier: Tulare Local Health Care District
Corpora in
Address :

869 North CheiTv St.. Tulare. CA 93274
Title: CFQ/CQO
Comaei : Alan W. Germany
il
EquipmiiM
Locatioti : Various Locations*
I

.Phone No.: 18591688-5235

This Agreement is to acknowledge that the above named Lessee/Scller (herein referred to as ''Seller" ) agrees to sell and Celtic Leasing
Corp. { erem referred to as "Purchaser") agrees to purchase the below listed equipment (the “Equipment”) which is subject to the
above r<I fereneed lease and schedule (the "Lease") by and between Seller and Purchaser as Lessee and Lessor, respectively:
Equtpmpnt:
IT E M

DESCRIPTION

OTV

PRICE

AS SET FORTH ON EXHIBIT "A" ATTACHED HERETO AND
MADE A PART HEREOF, CONSISTING OF 02 PAGEjS).

$ 3,000,000.00

NOTE: The item(s) described above reprcsent{s) Equipment Item(s) I -1 7 . to said Lease.

Purchaser shall pay to Seller the aggregate price listed above. Seller represents and warrants that it has good and merchantable title to
the Equipment free and clear of all adverse liens and encumbrances and Seller covenants and agrees to defend same against any and all
adverse claims and demands. Seller acknowledges that it is responsible for any and all sales.'use tax relating to the Equipment.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. Seller hereby sells, transfers, grants, bargains, sets
over, as signs, delivers and conveys all of its right, title and interest in and to the Equipment (except for those rights and interests
granted under said Lease) to Purchaser.
LESSE £•SELLER

LESSOR/PURCHASER

Tulare Local Health Care/Pistrict

CELTIC LEASING GQRP.

Bennv Benzeevi.
CEO

<992 C e l t

;-'.Pin

c leasing coup (culpa v °21

-Pate:___ ^

Signature
Name
Title

Michael J. Purcell
Executive Vice President Date08/3Q/17.

 Exhibit "A ”
to

PURCHASE/LEASEBACK AGREEMENT and BILL OF SALE
relating to

Lease No, CML-3826A/ Schedule No. 3826API
Equipmc nt:

ITEM iOTV
Item

DESCRIPTION

SERIAL NO.

Vendor
Hill-Rom

1.
->

Invoice #

Address

C ity

County

State

Z ip

SO10464130

446 West Prosperity Ave

Tulare

Tulare

CA

93274

15188

X69 Cherry Ave

Tulare

Tulare

CA

93274

102788078

869 Cherry Ave

Tulare

Tulare

93274

15506

869 Cherry Ave

Tulare

Tulare

CA
CA

Physio-Control. Inc.

112111458

869 Cherry' Ave

Tulare

Tulare

CA

93274

r>.

Covidien

17577845

869 Cherry' Ave

Tulare

Tulare

CA

93274

7.

Covidien

17186689

869 Cherry Ave

Tulare

Tulare

CA

93274

2912

869 Cherry' Ave

Tulare

Tulare

CA

93274

15506

869 Cherry Ave

Tulare

Tulare

CA

93274
93274

FujiFilm Medical Systems U SA . Inc

3.

Beckman Coulter

A.

Kari-Storz En d oscopv-America. Inc.

5.

s.

Creche innovations

9

Karl-Storz E ndo scopy - At ner ica, Inc.

It).

Karl-St or? Endoscopy-America, Jnc.

93274

92489353

869 Cherry' Ave

Tulare

Tulare

CA

869 Cherry' Ave

Tulare

Tulare

CA

93274

1 1.

Medline Industries, Inc.

1054419482

12.

Medline Industries, Inc.

1055014982

869 Cherry Ave

Tulare

Tulare

CA

93274

13

O hio Medical Corporation

339043

869 Cherry Ave

Tulare

Tulare

CA

93274

14.

Stryker Sales Corpoiation

1085515 M

869 Cherry Ave

Tulare

Tulare

CA

93274

15.

Owens & Minor

4199188

869 Cherry Ave

Tulare

Tulare

CA

93274
93274

16.

FDSi Logistics

n.

Carl Zeiss Meditec. Inc.

18.

\

Biodex Medical Systems. Inc.

21860663

869 Cherry Ave

Tulare

Tulare

CA

60444M074

869 Cherry Ave

Tulare

Tulare

CA

93274

227848

869 Cherry Ave

Tulare

Tulare

CA

93274

is).

G E Medical Systems

80343395

869 Cherry Ave

Tulare

Tulare

CA

93274

20.

Smiths Medical A SD , Inc.

12X04833

869 Cherry Ave

Tulare

Tulare

CA

93274

21.

Scale-Tromx

} SI 206

446 West Prosperity Ave

Tulare

Tulare

CA

93274

22,

Biodex Medical Systems. Inc.

229130

869 Cherry Ave

Tulare

Tulare

CA

93274

23.

Novum Medical Products, Inc.

27734

869 Cherry Ave

Tulare

Tulare

CA

93274

24.

GareFusion

9103664443

869 Cherry Ave

Tulare

Tulare

CA

93274

25.

CareFusion

9103777669

869 Cherry Ave

Tulare

Tulare

CA

93274

26.

Covidien

16542695

869 Cherry Ave

Tulare

Tulare

CA

93274

27.

Grainger

8672324739

869 Cherry A ve

Tulare

Tulare

93274

28

Gyrus A C M i.L P

101433860

869 Cherry Ave

Tulare

Tulare

CA
CA

29

Mcdisufc America L L C

26378

869 Cherry Ave

Tulare

Tulare

CA

93274

30.

Karf-Storz Endoscopy-America. Inc.

92338451

869 Cherry Ave

Tulare

Tulare

CA

93274

31.

Karl-Storz Endoscopy-America. Inc.

92339804

869 Cherry Ave

Tulare

Tulare

CA

93274

32.

Karl-Storz Endoscopy-America, Inc.

92338450

869 Cherry Ave

Tulare

Tulare

CA

93274

33.
34.

Karl-Storz Endoscopy-America. Inc.

92347138

869 Cherry Ave

Tulare

Tulare

CA

93274

Karl-Storz Endoscopy-America, Inc.

92349192

869 Cherry Ave

Tulare

Tulare

CA

93274

35.

Olympus America Inc.

12932823 RI

869 Cherry Ave

Tulare

93274

The Drappery Shoppe

1952

869 Cherry Ave

Tulare

Tulare
T ulare

CA

36.

CA

93274

37.

Intuitive Surgical

900360958

869 Cherry' Ave

Tulare

Tulare

CA

93274

38.

Case Medical

46251

869 Cherry Ave

Tulare

Tulare

CA

93274

93274

39.

Integra

2225893

869 Cherry Ave

Tulare

Tulare

CA

93274

40.

Integra

2215678

869 Cherry Ave

Tulare

Tulare

CA

93274

41.

Wilson. Medical Specialists, Inc
Wilson Medical Specialists. Inc.

232883

869 Cherry' Ave

Tulare

232952

869 Cherry' Ave

Tttlare
Tulare

CA
CA

93274
93274

42.
l- F.XPl.ItfXJU

Tulare

 Exhibil '‘Av to PURCHASE/LEASEBACK AGREEMENT AND BILL OF SALE
Pa?e2
Aj

Tde llcv Medical

.

44

Johnson

&Johnson Health Care Systems, int

45

Stryker Sales Corpora! um

46

Herzog Surgical

844764

869 Cherry Ave

Tulare

T ulare

CA

93274

906457060

869 Cherry Avc

Tulare

Tulare

CA

93274

40 >OX42-E

869 Cherry Ave

Tulare

Tulare

CA

S0845

869 Cherry Ave

Tulare

Tulare

CA

93274
93274
93274

47

Tdefiex Medical

15371

869 Cherry Ave

T ulare

Tulare

CA

48

Karl-Storz Endoscopy-America, Inc

92372540

869 Cherry Ave

Tulare

Tulare

CA

93274

49.

Intuitive Surgical

900360959

869 Cherry' Ave

Tulare

Tulare

CA

93274

50

CareFusion

910378812?

869 Cherry' Ave

Tulare

Tulare

CA

93274

51

CareFusion

910.3785405

869 Cherry Ave

Tulaie

Tulare

CA

93274

*2

Maquet Getinge Group

2690380749

869 Cherry Avc

Tulare

Tulare

CA

93274

54

G E Medical Systems

80356425

869 Cherry' Ave

Tulare

Tulare

CA

93274

54

G E Medical Systems

80356432

869 Cherry Ave

Tulare

Tulare

CA

93274

55.

G E Medical Systems

80355500

869 Cherry Ave

Tulare

Tulare

CA

93274

56

G E Medical Sysiems

80380566

869 Cherry Ave

Tulare

Tulare

CA

93274

57

Olyinpus America Inc.

14499914 R]

446 West Prosperity Ave

Tulare

Tulare

CA

93274

58.

Hospital Associates

162057-00

446 VVesi Prosperity Ave

Tulare

T ulare

CA

93274

Hospital Associates

162057-01

869 Cherry Ave

Tulare

Tulare

CA

93274

Hospital Associates

162057-02

869 Cherry Ave

Tulare

Tulare

CA

93274

Hospital Associates

162057-03

446 West Prosperity Ave

Tulare

T ulare

CA

93274

62

Nevvmatic Medical

WG26390

869 Cherry Ave

Tulare

Tulare

CA

93274

6.4

G E Medical Systems

80380254

869 Cherry Ave

Tulare

Tulare

CA

93274

59.

j

60,
61

64

Melo's Gas & Gear

529065

869 Cherry Ave

Tulare

T ulare

CA

93274

65

Stry ker Sales Corpotation

2403402-! DM

869 Cherry Ave

Tulare

Tulare

CA

93274

66

Stryker Sales Corporation

2403014-1 DM

869 Cherry Ave

Tulare

Tulare

CA

93274

67

Stry ker Sales Corporation

2403008-1 DM

869 Cherry Ave

Tulare

Tulare

CA

93274

68.

Stryker Sales Corporation

240174X-I DM

869 Cherry Ave

Tulare

Tulare

CA

93274

69

Stry ker Sales Corporation

2401762-1 DM

869 Cherry Ave

Tulare

Tulare

CA

93274

70

Stryker Sales Corporation

2403000-1 DM

869 Cherry Ave

Tulare

Tulare

CA

93274

71.

Stryker Sales Corporation

2403 352-1 DM

869 Cheny Avc

Tulare

Tulare

CA

93274

72

Stryker Sales Corporation

2403381-1 DM

869 Cherry Ave

Tulare

Tulare

CA

93274

73,

Stryker Sales Corporation

1211942 M

869 Cherry Avc

Tulare

Tulare

CA

93274

74.

Vital Signs, Inc

8480121715

869 Cherry Ave

Tulare

T ulare

CA

93274

8433821715

869 Cherry Ave

Tulare

Tulare

CA

D277084

869 Cherry Ave

Tulare

Tulare

CA

93274
93274

1040032866

869 Cherry Avc

Tulare

Tulare

CA

93274

75.

Vital Signs. Inc

76.

C D W Government

77

Natus

LESSEE/SELLER

LESSOR/PURCHASER

Tulare Local Health Care District

CELTIC LEASING CORP.

signatu e:

Signature:

/

Name:

Benny Benzeevi, MD

Name:

Michael J. Purcell

Title:

CEO

Title:

Executive Vice President

Date:

08/30/17

Date;

I

F X P l.ir tii hi

O. 5 o
4 - ^ ■ - ts u y .

 I

PROOF OF SERVICE

2

STATE OF CALIFORNIA, COUNTY OF TULARE
The undersigned declares:

3

I am a citizen of the United States. My business address is 221 S. Mooney Blvd.,

4
5

6

RojDm 224, Visalia, California 93291. 1am over the age of eighteen years and not a party to the
within action.
On the date set forth below, I caused the DECLARATION OF TREVOR

7

HOLLY IN SUPPORT OF PEOPLE’S OPPOSITION TO MOVANT’S MOTION TO
8

SUPPRESS in the matter of YORAI BENZEEVI vs SUPERIOR COURT OF THE COUNTY
9

01^TULARE, to be served on:
10

11
12
13
14
15
16
17
18
19
20

21
22
23

ATTORNEY ELLIOT R. PETERS
KEKER, VAN NEST & PETERS LLP
633 BATTERY STREET
SAN FRANCISCO, CA 94111-1809
FAfC(415) 397-7188
ATTORNEYS OLIVER W. WANGER AND PETER M. JONES
lNGER JONES HELSLEY
265 E RIVER PARK CIRCLE, STE 310
FRESNO, CA 93720
FA C: (559) 233-9330
ATTORNEY KEVIN RONNEY
HAMMERSCHMIDT law CORP
2445 Capitol St, Ste 150
Fresno, CA 93721-2242
FAR: (559) 233-4333
Mail

XX

Hand Delivered

Interoffice Mail___
Certified Mail

Mail
Overnight Mail____
___ Pick-up _

Fax
In Court

I declare under penalty of perjury that the foregoing is true and correct.
Executed on January 7, 2019.

24

inlop
ing legal Office Assistant

25

-1-