1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA

10 SOUTHERN DIVISION 11 CENTERLINE HOUSING Case No. 8:21-CV-00107-JVS-JDEx PARTNERSHIP I, L.P. – SERIES 2, f/k/a 12 RELATED CAPITAL HOUSING PARTNERSHIP I, L.P. – SERIES 2, a STIPULATED PROTECTIVE 13 Delaware limited partnership; and RCHP SLP I L.P. – SERIES 2, a Delaware ORDER 14 limited partnership,

15 Plaintiffs/Counter- Defendants, 16 v. 17

PALM COMMUNITIES, f/k/a PALM 18 DESERT DEVELOPMENT COMPANY, a California corporation; and HOUSING 19 CORPORATION OF AMERICA, a Utah 20 non-profit corporation,

21 Defendants/Counterclaimants, v. 22 ALDEN TORCH FINANCIAL, LLC, a 23 Delaware limited liability company,

24 Counter-Defendant.

25 26 Based on the parties’ Stipulation and for good cause shown, the Court finds 27 and orders as follows. 28 1 Plaintiffs and Counter-Defendants Centerline Housing Partnership I, L.P. – 2 Series 2, f/k/a Related Housing Partnership I, L.P. – Series 2 (“Centerline”) and 3 RCHP SLP I L.P. – Series 2 (“RCHP” and, collectively with Centerline, 4 “Plaintiffs/Counter-Defendants”) Counter-Defendant Alden Torch Financial LLC 5 (“Alden Torch”), and Defendants/Counterclaimants Palm Communities, f/k/a Palm 6 Desert Development Company (“PDDC”) and Housing Corporation of America 7 (“HCA” and, collectively with PDDC, “Defendants/Counterclaimants”), hereby 8 submit this Stipulated Protective Order. Plaintiffs/Counter-Defendants, Alden 9 Torch, and Defendants/Counterclaimants are referred to herein individually as a 10 “Party” and collectively as the “Parties.” 11 1. PURPOSES AND LIMITATIONS 12 Discovery in this action is likely to involve production of confidential, 13 proprietary or private information for which special protection from public 14 disclosure and from use for any purpose other than pursuing this litigation may be 15 warranted. Accordingly, the Parties hereby stipulate to and petition the Court to 16 enter the following Stipulated Protective Order. The Parties acknowledge that this 17 Order does not confer blanket protections on all disclosures or responses to 18 discovery and that the protection it affords from public disclosure and use extends 19 only to the limited information or items that are entitled to confidential treatment 20 under the applicable legal principles. 21 2. GOOD CAUSE STATEMENT 22 23 This action is likely to involve confidential valuation, commercial, financial, 24 and business information for which special protection from public disclosure and 25 from use for any purpose other than prosecution of this action is warranted. 26 Accordingly, to expedite the flow of information, to facilitate the prompt resolution 27 of disputes over confidentiality of discovery materials, to adequately protect 28 information the Parties are entitled to keep confidential, to ensure that the Parties 1 are permitted reasonable necessary uses of such material in preparation for and in 2 the conduct of trial, to address their handling at the end of the litigation, and serve 3 the ends of justice, a protective order for such information is justified in this 4 matter. It is the intent of the Parties that information will not be designated as 5 confidential for tactical reasons and that nothing be so designated without a good 6 faith belief that it has been maintained in a confidential, non-public manner, and 7 there is good cause why it should not be part of the public record of this case. 8 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 9 The Parties further acknowledge, as set forth in Section 14.3, below, that this 10 Stipulated Protective Order does not entitle them to file confidential information 11 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 12 and the standards that will be applied when a party seeks permission from the court 13 to file material under seal. There is a strong presumption that the public has a right 14 of access to judicial proceedings and records in civil cases. In connection with 15 non-dispositive motions, good cause must be shown to support a filing under seal. 16 See Kamakana v. City and County of Honolulu,

(9th Cir. 17 2006), Phillips v. Gen. Motors Corp.,

, 1210-11 (9th Cir. 2002), 18 Makar-Welbon v. Sony Electrics, Inc.,

(E.D. Wis. 1999) 19 (even stipulated protective orders require good cause showing), and a specific 20 showing of good cause or compelling reasons with proper evidentiary support and 21 legal justification, must be made with respect to Protected Material that a party 22 23 seeks to file under seal. The Parties’ mere designation of Disclosure or Discovery 24 Material as CONFIDENTIAL does not— without the submission of competent 25 evidence by declaration, establishing that the material sought to be filed under seal 26 qualifies as confidential, privileged, or otherwise protectable—constitute good 27 cause. 28 Further, if a Party requests sealing related to a dispositive motion or trial, 1 then compelling reasons, not only good cause, for the sealing must be shown, and 2 the relief sought shall be narrowly tailored to serve the specific interest to be 3 protected. See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 4 2010). For each item or type of information, document, or thing sought to be filed 5 or introduced under seal, the party seeking protection must articulate compelling 6 reasons, supported by specific facts and legal justification, for the requested sealing 7 order. Again, competent evidence supporting the application to file documents 8 under seal must be provided by declaration. 9 Any document that is not confidential, privileged, or otherwise protectable 10 in its entirety will not be filed under seal if the confidential portions can be 11 redacted. If documents can be redacted, then a redacted version for public 12 viewing, omitting only the confidential, privileged, or otherwise protectable 13 portions of the document, shall be filed. Any application that seeks to file 14 documents under seal in their entirety should include an explanation of why 15 redaction is not feasible. 16 4. DEFINITIONS 17 4.1 Action: this pending federal lawsuit. 18 4.2 Challenging Party: a Party or Non-Party that challenges the 19 designation of information or items under this Order. 20 4.3 “CONFIDENTIAL” Information or Items: information (regardless of 21 how it is generated, stored or maintained) or tangible things that qualify for 22 23 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 24 the Good Cause Statement. 25 4.4 Counsel: Outside Counsel of Record and In-House Counsel (as well 26 as their support staff). 27 28 1 4.5 Designating Party: a Party or Non-Party that designates information or 2 items that it produces in disclosures or in responses to discovery as 3 “CONFIDENTIAL.” 4 4.6 Disclosure or Discovery Material: all items or information, regardless 5 of the medium or manner in which it is generated, stored, or maintained (including, 6 among other things, testimony, transcripts, and tangible things), that are produced 7 or generated in disclosures or responses to discovery. 8 4.7 Expert: a person with specialized knowledge or experience in a matter 9 pertinent to the litigation who has been retained by a Party or its counsel to serve 10 as an expert witness or as a consultant in this Action. 11 4.8 In-House Counsel: attorneys who are employees of a Party to this 12 Action. In-House Counsel does not include Outside Counsel of Record or any 13 other outside counsel. 14 4.9 Non-Party: any natural person, partnership, corporation, association or 15 other legal entity not named as a Party to this action. 16 4.10 Outside Counsel of Record: attorneys who are not employees of a 17 party to this Action but are retained to represent a party to this Action and have 18 appeared in this Action on behalf of that Party or are affiliated with a law firm that 19 has appeared on behalf of that Party, and includes support staff. 20 4.11 Party: any party to this Action, including all of its officers, directors, 21 employees, representatives, consultants, retained experts, and Outside Counsel of 22 23 Record (and their support staffs). 24 4.12 Producing Party: a Party or Non-Party that produces Disclosure or 25 Discovery Material in this Action. 26 4.13 Professional Vendors: persons or entities that provide litigation 27 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 28 demonstrations, and organizing, storing, or retrieving data in any form or medium) 1 and their employees and subcontractors. 2 4.14 Protected Material: any Disclosure or Discovery Material that is 3 designated as “CONFIDENTIAL.” 4 4.15 Receiving Party: a Party that receives Disclosure or Discovery 5 Material from a Producing Party. 6 5. SCOPE 7 The protections conferred by this Stipulation and Order cover not only 8 Protected Material (as defined above), but also (1) any information copied or 9 extracted from Protected Material; (2) all copies, excerpts, summaries, or 10 compilations of Protected Material; and (3) any testimony, conversations, or 11 presentations by Parties or their Counsel that might reveal Protected Material. 12 Any use of Protected Material at trial shall be governed by the orders of the 13 trial judge and other applicable authorities. This Order does not govern the use of 14 Protected Material at trial. 15 6. DURATION 16 Once a case proceeds to trial, information that was designated as 17 CONFIDENTIAL or maintained pursuant to this Stipulated Protective Order used 18 or introduced as an exhibit at trial becomes public and will be presumptively 19 available to all members of the public, including the press, unless compelling 20 reasons supported by specific factual findings to proceed otherwise are made to the 21 trial judge in advance of the trial. See Kamakana,

-81 22 23 (distinguishing “good cause” showing for sealing documents produced in 24 discovery from “compelling reasons” standard when merits-related documents are 25 part of court record). 26 7. DESIGNATING PROTECTED MATERIAL 27 7.1 Exercise of Restraint and Care in Designating Material for Protection. 28 Each Party or Non-Party that designates information or items for protection under 1 this Order must take care to limit any such designation to specific material that 2 qualifies under the appropriate standards. The Designating Party must designate 3 for protection only those parts of material, documents, items or oral or written 4 communications that qualify so that other portions of the material, documents, 5 items or communications for which protection is not warranted are not swept 6 unjustifiably within the ambit of this Order. 7 Mass, indiscriminate or routinized designations are prohibited. Designations 8 that are shown to be clearly unjustified or that have been made for an improper 9 purpose (e.g., to unnecessarily encumber the case development process or to 10 impose unnecessary expenses and burdens on other Parties) may expose the 11 Designating Party to sanctions. 12 If it comes to a Designating Party’s attention that information or items that it 13 designated for protection do not qualify for protection, that Designating Party must 14 promptly notify all other Parties that it is withdrawing the inapplicable designation. 15 7.2 Manner and Timing of Designations. Except as otherwise provided in 16 this Order, or as otherwise stipulated or ordered, Disclosure of Discovery Material 17 that qualifies for protection under this Order must be clearly so designated before 18 the material is disclosed or produced. 19 Designation in conformity with this Order requires: 20 (a) for information in documentary form (e.g., paper or electronic 21 documents, but excluding transcripts of depositions or other pretrial or trial 22 23 proceedings), that the Producing Party affix at a minimum, the legend 24 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 25 contains protected material. If only a portion of the material on a page qualifies for 26 protection, the Producing Party also must clearly identify the protected portion(s) 27 (e.g., by making appropriate markings in the margins). 28 A Party or Non-Party that makes original documents available for inspection 1 need not designate them for protection until after the inspecting Party has indicated 2 which documents it would like copied and produced. During the inspection and 3 before the designation, all of the material made available for inspection shall be 4 deemed “CONFIDENTIAL.” After the inspecting Party has identified the 5 documents it wants copied and produced, the Producing Party must determine 6 which documents, or portions thereof, qualify for protection under this Order. 7 Then, before producing the specified documents, the Producing Party must affix 8 the “CONFIDENTIAL legend” to each page that contains Protected Material. If 9 only a portion of the material on a page qualifies for protection, the Producing 10 Party also must clearly identify the protected portion(s) (e.g., by making 11 appropriate markings in the margins). 12 (b) for testimony given in depositions, that the Designating Party 13 either (i) identifies on the record, before the close of the deposition, as 14 “CONFIDENTIAL” by specifying all portions of the testimony that qualify as 15 “CONFIDENTIAL”; or (ii) designate the entirety of the testimony at the 16 deposition as “CONFIDENTIAL” (before the deposition is concluded) with the 17 right to identify more specific portions of the testimony as to which protection is 18 sought within 30 days following receipt of the deposition transcript. In 19 circumstances where portions of the deposition testimony are designated for 20 protection, the transcript pages containing “CONFIDENTIAL” information shall 21 be separately bound by the court reporter, who must affix to the top of each page 22 23 the legend “CONFIDENTIAL,” as instructed by the Designating Party. 24 (c) for information produced in some form other than documentary 25 and for any other tangible items, that the Producing Party affix in a prominent 26 place on the exterior of the container or containers in which the information is 27 stored the legend “CONFIDENTIAL.” If only a portion or portions of the 28 information warrants protection, the Producing Party, to the extent practicable, 1 shall identify the protected portion(s). 2 7.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 3 failure to designate qualified information or items does not, standing alone, waive 4 the Designating Party’s right to secure protection under this Order for such 5 material. Upon timely correction of a designation, the Receiving Party must make 6 reasonable efforts to assure that the material is treated in accordance with the 7 provisions of this Order. 8 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 9 8.1. Timing of Challenges. Any Party or Non-Party may challenge a 10 designation of confidentiality at any time that is consistent with the Court’s 11 Scheduling Order. 12 8.2 Meet and Confer. The Challenging Party shall initiate the dispute 13 resolution process under Local Rule 37-1 et seq. 14 8.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 15 joint stipulation pursuant to Local Rule 37-2. 16 8.4 The burden of persuasion in any such challenge proceeding shall be 17 on the Designating Party. Frivolous challenges, and those made for an improper 18 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 19 Parties) may expose the Challenging Party to sanctions. Unless the Designating 20 Party has waived or withdrawn the confidentiality designation, all Parties shall 21 continue to afford the material in question the level of protection to which it is 22 23 entitled under the Producing Party’s designation until the Court rules on the 24 challenge. 25 9. ACCESS TO AND USE OF PROTECTED MATERIAL 26 9.1 Basic Principles. A Receiving Party may use Protected Material that is 27 disclosed or produced by another Party or by a Non-Party in connection with this 28 1 Action only for prosecuting, defending or attempting to settle this Action. Such 2 Protected Material may be disclosed only to the categories of persons and under 3 the conditions described in this Order. When the Action has been terminated, a 4 Receiving Party must comply with the provisions of section 15 below (FINAL 5 DISPOSITION). 6 Protected Material must be stored and maintained by a Receiving Party at a 7 location and in a secure manner that ensures that access is limited to the persons 8 authorized under this Order. 9 9.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 10 otherwise ordered by the court or permitted in writing by the Designating Party, a 11 Receiving Party may disclose any information or item designated 12 “CONFIDENTIAL” only to: 13 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 14 well as employees of said Outside Counsel of Record to whom it is reasonably 15 necessary to disclose the information for this Action; 16 (b) the officers, directors, and employees (including In-House 17 Counsel) of the Receiving Party to whom disclosure is reasonably necessary for 18 this Action; 19 (c) Experts (as defined in this Order) of the Receiving Party to whom 20 disclosure is reasonably necessary for this Action and who have signed the 21 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 22 23 (d) the court and its personnel; 24 (e) court reporters and their staff; 25 (f) professional jury or trial consultants, mock jurors, and Professional 26 Vendors to whom disclosure is reasonably necessary for this Action and who have 27 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 28 (g) the author or recipient of a document containing the information or 1 a custodian or other person who otherwise possessed or knew the information; 2 (h) during their depositions in the Action, witnesses and attorneys for 3 witnesses to whom disclosure is reasonably necessary provided: (1) the witness 4 signs the form attached as Exhibit A hereto; and (2) the witness and attorneys for 5 the witness will not be permitted to keep any confidential information unless they 6 sign the “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless 7 otherwise agreed by the Designating Party or ordered by the court; and 8 (i) any mediators or settlement officers and their supporting personnel, 9 mutually agreed upon by any of the Parties engaged in settlement discussions. 10 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 11 PRODUCED IN OTHER LITIGATION

12 If a Party is served with a subpoena or a court order issued in other litigation 13 that compels disclosure of any information or items designated in this Action as 14 “CONFIDENTIAL,” that Party must: 15 (a) promptly notify in writing the Designating Party. Such 16 notification shall include a copy of the subpoena or court order; 17 (b) promptly notify in writing the party who caused the subpoena or 18 order to issue in the other litigation that some or all of the material covered by the 19 subpoena or order is subject to this Stipulated Protective Order. Such notification 20 shall include a copy of this Stipulated Protective Order; and 21 (c) cooperate with respect to all reasonable procedures sought to be 22 23 pursued by the Designating Party whose Protected Material may be affected. If the 24 Designating Party timely seeks a protective order, the Party served with the 25 subpoena or court order shall not produce any information designated in this action 26 as “CONFIDENTIAL” before a determination by the court from which the 27 subpoena or order issued, unless the Party has obtained the Designating Party’s 28 permission. The Designating Party shall bear the burden and expense of seeking 1 protection in that court of its confidential material and nothing in these provisions 2 should be construed as authorizing or encouraging a Receiving Party in this Action 3 to disobey a lawful directive from another court. 4 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 5 PRODUCED IN THIS LITIGATION 6 (a) The terms of this Order are applicable to information produced by 7 a Non-Party in this Action and designated as “CONFIDENTIAL.” Such 8 information produced by Non-Parties in connection with this litigation is protected 9 by the remedies and relief provided by this Stipulated Protective Order. Nothing in 10 these provisions should be construed as prohibiting a Non-Party from seeking 11 12 additional protections. 13 (b) In the event that a Party is required, by a valid discovery request, 14 to produce a Non-Party’s confidential information in its possession, and the Party 15 is subject to an agreement with the Non-Party not to produce the Non-Party’s 16 confidential information, then the Party shall: 17 (1) promptly notify in writing the Requesting Party and the Non-Party 18 that some or all of the information requested is subject to a confidentiality 19 agreement with a Non-Party; 20 (2) promptly provide the Non-Party with a copy of the Stipulated 21 Protective Order in this Action, the relevant discovery request(s), and a reasonably 22 specific description of the information requested; and 23 (3) make the information requested available for inspection by the 24 Non-Party, if requested. 25 (c) If the Non-Party fails to seek a protective order from this court 26 within 14 days of receiving the notice and accompanying information, the 27 Receiving Party may produce the Non-Party’s confidential information responsive 28 1 to the discovery request. If the Non-Party timely seeks a protective order, the 2 Receiving Party shall not produce any information in its possession or control that 3 is subject to the confidentiality agreement with the Non-Party before a 4 determination by the court. Absent a court order to the contrary, the Non-Party 5 shall bear the burden and expense of seeking protection in this court of its 6 Protected Material. 7 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 8 If a Receiving Party learns that, by inadvertence or otherwise, it has 9 disclosed Protected Material to any person or in any circumstance not authorized 10 under this Stipulated Protective Order, the Receiving Party must immediately (a) 11 notify in writing the Designating Party of the unauthorized disclosures, (b) use its 12 best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform 13 14 the person or persons to whom unauthorized disclosures were made of all the terms 15 of this Order, and (d) request such person or persons to execute the 16 “Acknowledgment an Agreement to Be Bound” attached hereto as Exhibit A. 17 13. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED MATERIAL 18

19 When a Producing Party gives notice to Receiving Parties that certain 20 inadvertently produced material is subject to a claim of privilege or other 21 protection, the obligations of the Receiving Parties are those set forth in Federal 22 Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 23 whatever procedure may be established in an e-discovery order that provides for 24 production without prior privilege review. Inadvertent production by any Party of 25 material containing privileged attorney-client or other privileged communications, 26 attorney work product, or other information not subject to discovery, shall not 27 28 1 constitute a waiver of any privilege, immunity or other right not to produce such 2 material. 3 14. MISCELLANEOUS 4 14.1 Right to Further Relief. Nothing in this Order abridges the right of 5 any person to seek its modification by the Court in the future. 6 14.2 Right to Assert Other Objections. By stipulating to the entry of this 7 Protective Order, no Party waives any right it otherwise would have to object to 8 disclosing or producing any information or item on any ground not addressed in 9 this Stipulated Protective Order. Similarly, no Party waives any right to object on 10 any ground to use in evidence of any of the material covered by this Stipulated 11 Protective Order. 12 14.3 Filing Protected Material. A Party that seeks to file under seal any 13 Protected Material must comply with Local Civil Rule 79-5. Protected Material 14 may only be filed under seal pursuant to a court order authorizing the sealing of the 15 specific Protected Material. If a Party’s request to file Protected Material under 16 seal is denied by the court, then the Receiving Party may file the information in the 17 public record unless otherwise instructed by the court. 18 15. FINAL DISPOSITION 19 After the final disposition of this Action, as defined in paragraph 6, within 20 60 days of a written request by the Designating Party, each Receiving Party must 21 return all Protected Material to the Producing Party or destroy such material. As 22 23 used in this subdivision, “all Protected Material” includes all copies, abstracts, 24 compilations, summaries, and any other format reproducing or capturing any of the 25 Protected Material. Whether the Protected Material is returned or destroyed, the 26 Receiving Party must submit a written certification to the Producing Party (and, if 27 not the same person or entity, to the Designating Party) by the 60-day deadline that 28 (1) identifies (by category, where appropriate) all the Protected Material that was I |/returned or destroyed and (2) affirms that the Receiving Party has not retained any 2 || copies, abstracts, compilations, summaries or any other format reproducing or 3 || capturing any of the Protected Material. Notwithstanding this provision, Counsel 4 are entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, deposition 6 and trial exhibits, expert reports, attorney work product, and consultant and expert 7 | work product, even if such materials contain Protected Material. Any such 8 archival copies that contain or constitute Protected Material remain subject to this Stipulated Protective Order. 10 16. VIOLATION Any violation of this Order may be punished by appropriate measures including, without limitation, contempt proceedings and/or monetary sanctions.

14 15 6 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

17 1g || DATED: June 15, 2021 19 20 f KE Af 1 HN D. EARLY nited States Magistrate Judge

23 24 25 26 27 28 15 STIPULATED PROTECTIVE ORDER

1 EXHIBIT “A” 2 ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND BY 3 STIPULATED PROTECTIVE ORDER 4 5 This is to certify that I, the undersigned, have read and am fully familiar 6 with the provisions of the Stipulated Protective Order filed and entered in the case 7 Centerline Housing Partnership I, L.P. – Series 2, et al. v. Palm Communities, et 8 al., Case No. 8:21-CV-00107-JVS-JDE (C.D. Cal.) (hereinafter referred to as 9 “Stipulated Protective Order”). 10 As a condition precedent to the disclosure to me of any Confidential 11 Information pursuant to the Stipulated Protective Order, or my obtaining any 12 information contained in said material, I hereby agree that the Stipulated Protective 13 Order is binding upon me, and I further agree to keep all such material and 14 information in strictest confidence and otherwise to observe, comply with, and be 15 bound by the provisions of the Stipulated Protective Order. 16 I declare under penalty of perjury under the laws of the United States of 17 America that the foregoing is true and correct. 18 Signature: 19 Name: 20 Address: 21 22 Telephone: 23 24 25 26 27 28