The Icon at Panorama, LLC v. Southwest Regional Council of Carpenters

• Court: District Court, C.D. California
• Decided: January 31, 2020
• Docket: 2:19-cv-00181
• Status: Unknown

Opinion

1 Susan M. Walker (130748) DENTONS US LLP 2 |}601 South Figueroa Street, Suite 2500 noe ei) ifornia 90017-5704 3 |{Telephone: A d t fe deleted at sesimile: (213) 623-9924 shea MRW 4 lsusan.walker@dentons.com Paragraph 0-0. 5 |IKarl M. Tilleman (Admitted Pro Hac Vice) ID qug a8 D. Janicik (Admitted Pro Hac Vice) 6 |Erin N. pags eee) DENTONS US LLP 7 2398 East Camelback Road, Suite 850 Phoenix, Arizona 85016-9007 8 |[Telephone: (602) 308-3900 Facsimile: (602) 308-3914 9 |karl.tilleman@dentons.com erin.bass@dentons.com 10 |doug.janicik@dentons.com 11 |Attorneys for Plaintiff The Icon at Panorama, LLC 12 13 UNITED STATES DISTRICT COURT 14 CENTRAL DISTRICT OF CALIFORNIA 15 16 ig. (ene teoneat Panorama, 2G, Case No. 2:19-cv-00181-CBM-MRW ig Plaintiff, vs, STIPULATED [PROPOSED] 19 PROTECTIVE ORDER Southwest Regional Council of 20 |Carpenters, et al., C1 Check if submitted without 1 Detedants. material modifications to MRW form

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1] 1. INTRODUCTION 2 1.1 PURPOSES AND LIMITATIONS 3 Discovery in this action is likely to involve production of confidential, 4 || proprietary, or private information for which special protection from public 5 || disclosure and from use for any purpose other than prosecuting this litigation may 6 || be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 7 || enter the following Stipulated Protective Order. The parties acknowledge that this g || Order does not confer blanket protections on all disclosures or responses to 9 || discovery and that the protection it affords from public disclosure and use extends 10 || only to the limited information or items that are entitled to confidential treatment 11 || under the applicable legal principles. The parties further acknowledge, as set forth 12 || in Section 12.3, below, that this Stipulated Protective Order does not entitle them to 13 || file confidential information under seal; Civil Local Rule 79-5 sets forth the 14 || procedures that must be followed and the standards that will be applied when a 15 || party seeks permission from the court to file material under seal. 16 1.2 GOOD CAUSE STATEMENT 17 a. Plaintiff Icon: As alleged in the Second Amended Complaint, this 1g || case involves a much-needed (and much-supported) mixed-use complex in 19 || Panorama City that plaintiff The Icon at Panorama, LLC (“Icon”) seeks to build. 20 || However, the Union Defendants (Carpenters and Laborers and associated 21 || individuals), with the help of the Union Defendants’ consultants — defendants 22 || SWAPE, LLC (SWAPE) and Smith Engineering & Management, Inc. (“SEM”) — 23 || have prevented Icon from building the Project by repeatedly filing bogus 24 || environmental challenges under the California Environmental Quality Act 25 || (“CEQA”) unless and until Icon caves to the Unions’ demands to use exclusively 26 || union labor on its projects. The Unions also used their other unlawful agreements 27 || with contractors and developers to pressure Icon to cede to their demands. The 28

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1 || Unions used this unlawful playbook over and over again to dominate the labor 2 || market on large projects in and around Los Angeles County. 3 Since April 2017, the Unions have filed more than 27 challenges to the 4 || Project before 4 different government agencies. The Unions lost at every step of the 5 || administrative process; after more than two years of litigation the Unions prevailed 6 || on two narrow grounds (that the City did not follow CEQA in approving the 7 || Project) that were not raised by the Unions until the final stages of review. 8 Icon alleges that the Unions are attempting to and engaging in a conspiracy 9 || to monopolize the labor market in violation of § 2 of the Sherman Act; directing a 10 || group boycott in violation of § 1 of the Act; and engaging in a conspiracy to enter 11 || into an exclusive dealing arrangement in violation of § 1 of the Act. Icon further 12 || alleges that the Unions committed unfair labor practices (for which they are liable 13 || in money damages under the Labor Management Relations Act) by unlawfully 14 || inducing contractors to boycott Icon in violation of the National Labor Relations 15 || Act (SNLRA”) § 8(b)(4)(i) and coercing Icon to sign a union-exclusivity agreement 16 || in violation of NLRA § 8(b)(4)(ii). 17 The above claims raise the following issues on which discovery will be 18 || taken: 19 ° Defendants’ CEQA challenges are objectively and subjectively 20 baseless, and therefore, not protected by the First Amendment. Put 2] differently, they are within the “sham” exception to the Noerr- Pennington doctrine and are not immune from antitrust liability. 23 ° Defendants are attempting and conspiring to monopolize the labor 24 market for large construction projects in and adjacent to Los Angeles 25 County. Through their anticompetitive tactics, the Unions (with the 26 help of the other Defendants) seek to boost their own membership rolls a7 (and thus their revenue from dues) by excluding nonunion contractors 28

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1 from the labor market for such construction projects in and adjacent to 2 Los Angeles County. 3 ° The Relevant Market is the sale of labor on large real estate projects 4 within or adjacent to Los Angeles County, California. Such large real 5 estate projects include (but are not limited to) those that fall within the 6 purview of the Department of City Planning’s “Major Projects Unit,” which enables the Department to conduct a more thorough and focused 8 analysis of large, complex projects that have the potential to generate 9 the most significant effects on the City’s infrastructure, local economy, 10 and environment. 11 ° The Unions (with the help of the other Defendants and third parties) 12 have orchestrated a group boycott whereby participating general 13 contractors will not work with any developer who does not agree to 14 use exclusively union contractors. 15 . Through the use of “most-favored nation” and similar clauses, 16 Defendants are attempting to and conspiring to enter into unlawful 17 exclusive dealing arrangements with developers and contractors in the 18 Relevant Market. 19 ° Defendants are not entitled to invoke the statutory and nonstatutory 20 labor exemptions to antitrust liability because they have joined with 21 non-labor groups, are not engaged in a legitimate union activity (i.e., 22 seeking to organize Icon’s employees), and seek to coerce agreements 23 to use exclusively union contractors outside the context of collective 24 bargaining. 25 ° Defendants antitrust violations have caused a “competitive injury” to 26 the Relevant Market, including but not limited to foreclosing nonunion 27 contractors, higher labor costs, and a shortage of low cost housing. 28

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| . The agreement Defendants sought from Icon (and obtained from other 2 developers) violates the NLRA and would have forced Icon to stop 3 doing business with nonunion contractors. The agreement Defendants 4 sought does not fall within the construction industry proviso of Section 5 8(e) of the NLRA because there is no collective bargaining 6 relationship at issue, particularly where Icon has no employees for the 7 Unions to represent, and because Icon is not an “employer in the 8 construction industry.” 9 Additionally, Icon seeks past and future damages resulting from Defendants’ 10 || anticompetitive and otherwise unlawful conduct in violation of federal antitrust 11 || statutes and the Labor Management Relations Act, 29 U.S.C. § 187. Icon contends 12 || it has suffered, continues to suffer, and will suffer harm related to increased labor 13 || costs, project delays, and defending itself against the Unions’ sham litigation 14 || tactics, including but not limited to project carrying costs, lost opportunity costs, 15 || lost profits and attorneys’ fees. 16 Based on the above claims and issues in this case, Icon anticipates that 17 || discovery of sensitive, confidential and proprietary business and financial 18 || information will be sought, such as: financial analyses of proposed development 19 || projects (cost, revenue, margins, etc.); budget analyses of ongoing projects; profit 20 || and loss statements; and construction plans and drawings containing confidential 21 || design information. Disclosure of sensitive, confidential and proprietary business 92 || and financial information in civil discovery should be done only under properly 23 || fashioned protective orders. See, e.g., Evolv Health, LLC v. Cosway USA, Inc., 24 || 2017 WL 3048651, at *2 n. 2 (C.D. Cal. Apr. 21, 2017) (a protective order 25 || sufficiently addresses “concerns regarding the disclosure of proprietary 26 || information”); EF'T Holdings, Inc. vy. CTX Virtual Tech., Inc., 2016 WL 11519280, 27 || at *3 (C.D. Cal. Nov. 3, 2016) (district courts allow “disclosure of financial 28 || information in civil discovery under properly fashioned protective orders”).

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1 DEFENDANTS’ STATEMENT: This case involves a collateral attack in 2 || federal court on successful litigation by two unions (“Union Defendants”) against 3 || Plaintiff's development project for CEQA violations in Los Angeles Superior Court 4 || and an attempt to convert Union Defendants’ efforts to resolve that dispute (Ze. - § || settlement-related discussions) into an anti-trust (and related LMRA Section 303, 6 || 29 U.S.C. Section 187) claim. It also involves an effort to uncover the Union 7 || Defendants’ litigation and settlement strategy in connection with lawful petitioning g || efforts—in administrative and judicial fora, as well as associated lobbying of 9 || municipal officials—in an effort to impose damages and otherwise deter or 10 || preclude the Union Defendants from engaging in such efforts. As such, whether 11 || this issue is decided after preliminary, limited discovery in which the applicability 12 || of Noerr-Pennington immunity to the dispute is--along with potentially dispositive 13 || issues related to whether any alleged harm/injury/damages to Plaintiff arose solely 14 || from this single proceeding--the key threshold legal issue (see Franchise Realty 15 || Interstate Corp. v. S.F. Local Joint Exec. Bd. of Culinary Workers, 542 F.2d 1076, 16 || 1082 (9th Cir. 1976), or after a broader range of discovery, it is clear that facts 17 || Plaintiff seeks to adduce relate to the Union Defendants’ organizing, litigation and 18 || strategies, including their political and other policy goals and their methodologies 19 || for conducting their efforts to achieve them. These issues necessarily implicate 20 || Union and other Defendants’ trade secrets, attorney-client privilege, work product 21 || privilege and other data which derives its value and efficacy from its non-public 22 || nature, including the contents of the Union Defendants’ agreements with other 23 || entities (which may be of value to their competitors). Moreover, the damages and 24 || injury issues Plaintiff must prove also likely implicate cost and other data related to 25 || Plaintiff's development efforts that also derives its value from its non-public nature. 26 The extensiveness of the need for a protective order here is further illustrated 27 || by the following disputed issues: 28

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1 ° whether the agreement sought was within the construction industry 2 || proviso of § 8(e) of the NLRA, 29 U.S.C.S. § 158(e), which turns in part on 3 || decisions by the other party to the agreement with respect to its intended 4 || involvement in the retention of workers and other labor relations questions— 5 || matters that most employers would not want to make available to their competitors 6 || and, possibly, might want to withhold from potential vendors in order to obtain 7 || more competitive bids or other financial advantage; 8 ° the scope of Plaintiff's injury, which turns on Plaintiff's cost and other 9 || estimates and whether Plaintiff can show that an injury was incurred “by reason of” 10 || the alleged § 8(b)(4) violation; 1] ° what the Union Defendants’ objectives are and how the Union 12 || Defendants and their alleged agents went about trying to achieve them; 13 ° the extent, if any, that the Union Defendants’ actual objectives 14 || correspond to the anti-competitive scheme alleged and whether the nature and 15 || scope of those objectives is a proper predicate for anti-trust and labor law liability 16 || or, instead, constitute fully lawful union objectives legally insulated from the 17 || imposition of such liability; 18 ° whether the Union Defendants’ activities are the pursuit of a legitimate 19 || labor objective immune from anti-trust scrutiny and, if not, whether they are 20 || justified by a rule of reason, which, in itself, turns on internal business decisions 21 || and calculations made by the Union Defendants; and 29 ° whether the allegedly anti-competitive effects posed a dangerous 23 || probability of obtaining a monopoly in the relevant market and constitute a 24 || cognizable anti-trust injury. 25 Accordingly, to expedite the flow of information, to facilitate the prompt 26 || resolution of disputes over confidentiality of discovery materials, to adequately 27 || protect information the Parties are entitled to keep confidential, to ensure that the 28 || Parties are permitted reasonable necessary uses of such material in preparation for 3.

1 || and in the conduct of trial, to address their handling at the end of the litigation, and 2 || to serve the ends of justice, a protective order for such information is justified in 3 || this matter. It is the intent of the Parties that information will not be designated as 4 || confidential for tactical reasons and that nothing be so designated without a good 5 || faith belief that it has been maintained in a confidential, non-public manner and 6 || there is good cause why it should not be part of the public record of this case. 7 8 || 2. DEFINITIONS 9 2.1 Action: The Icon at Panorama, LLC vy. Southwest Regional Council of 10 || Carpenters, et al., Case No. 2:19-CV-181-CBM (MRW), pending in the U.S. 11 || District Court for the Central District of California. 12 2.2 Challenging Party: a Party or Non-Party that challenges the 13 || designation of information or items under this Order. 14 2.3. “CONFIDENTIAL” Information or Items: information (regardless of 15 || how it is generated, stored or maintained) or tangible things that qualify for 16 || protection under Federal Rule of Civil Procedure 26(c), and as specified above in 17 || the Good Cause Statement. 18 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 19 || their support staff). 20 2.5 Designating Party: a Party or Non-Party that designates information or 21 || items that it produces in disclosures or in responses to discovery as 22 || “CONFIDENTIAL.” 23 2.6 Disclosure or Discovery Material: all items or information, regardless 24 || of the medium or manner in which it is generated, stored, or maintained (including, 25 || among other things, testimony, transcripts, and tangible things), that are produced 26 || or generated in disclosures or responses to discovery in this matter. 27 2.7. Expert: a person with specialized knowledge or experience in a matter 28 || pertinent to the litigation who has been retained by a Party or its counsel to serve as

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1 || an expert witness or as a consultant in this Action. 2 2.8 House Counsel: attorneys who are employees of a party to this Action. 3 || House Counsel does not include Outside Counsel of Record or any other outside 4 || counsel. 5 2.9 Non-Party: any natural person, partnership, corporation, association, 6 || or other legal entity not named as a Party to this action. 7 2.10 Outside Counsel of Record: attorneys who are not employees of a g || party to this Action but are retained to represent or advise a party to this Action and 9 || have appeared in this Action on behalf of that party or are affiliated with a law firm 10 || which has appeared on behalf of that party, and includes support staff. 1] 2.11 Party: any party to this Action, including all of its officers, directors, 12 || employees, consultants, retained experts, and Outside Counsel of Record (and their 13 || support staffs). 14 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 15 || Discovery Material in this Action. 16 2.13 Professional Vendors: persons or entities that provide litigation 17 || support services (e.g., photocopying, videotaping, translating, preparing exhibits or 18 || demonstrations, and organizing, storing, or retrieving data in any form or medium) 19 || and their employees and subcontractors. 20 2.14 Protected Material: any Disclosure or Discovery Material that is 21 || designated as “CONFIDENTIAL.” 22 2.15 Receiving Party: a Party that receives Disclosure or Discovery 23 || Material from a Producing Party. 24 25 || 3. SCOPE 26 The protections conferred by this Stipulation and Order cover not only 27 || Protected Material (as defined above), but also (1) any information copied or 28 || extracted from Protected Material; (2) all copies, excerpts, summaries, or

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1 || compilations of Protected Material; and (3) any testimony, conversations, or 2 || presentations by Parties or their Counsel, including during the course of depositions 3 || and in correspondence between/among counsel, that might reveal Protected 4 || Material. 5 Any use of Protected Material at trial will be governed by the orders of the 6 || trial judge. This Order does not govern the use of Protected Material at trial. 7 8 || 4. DURATION 9 Even after final disposition of this litigation, the confidentiality obligations 10 || imposed by this Order will remain in effect until a Designating Party agrees 11 || otherwise in writing or a court order otherwise directs. Final disposition will be 12 || deemed to be the later of (1) dismissal of all claims and defenses in this Action, 13 || with or without prejudice; and (2) final judgment herein after the completion and 14 || exhaustion of all appeals, rehearings, remands, trials, or reviews of this Action, 15 || including the time limits for filing any motions or applications for extension of time 16 || pursuant to applicable law. 17 18 || 5. DESIGNATING PROTECTED MATERIAL 19 5.1 Exercise of Restraint and Care in Designating Material for Protection. 20 || Each Party or Non-Party that designates information or items for protection under 21 || this Order must take care to limit any such designation to specific material that 22 || qualifies under the appropriate standards. The Designating Party must designate for 23 || protection only those parts of material, documents, items, or oral or written 24 || communications that qualify so that other portions of the material, documents, 25 || items, or communications for which protection is not warranted are not swept 26 || unjustifiably within the ambit of this Order. ne Mass, indiscriminate, or routinized designations are prohibited. Designations 28 || that are shown to be clearly unjustified or that have been made for an improper

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1 || purpose (e.g., to unnecessarily encumber the case development process or to 2 || impose unnecessary expenses and burdens on other parties) may expose the 3 || Designating Party to sanctions. 4 If it comes to a Designating Party’s attention that information or items that it 5 || designated for protection do not qualify for protection, that Designating Party must 6 || promptly notify all other Parties that it is withdrawing the inapplicable designation. 7 5.2 Manner and Timing of Designations. Except as otherwise provided in g || this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 9 || stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 10 || under this Order must be clearly so designated before the material is disclosed or 11 || produced. 12 Designation in conformity with this Order requires: 13 (a) for information in documentary form (e.g., paper or electronic 14 || documents, but excluding transcripts of depositions or other pretrial or trial 15 || proceedings), that the Producing Party affix at a minimum, the legend 16 || “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 17 || contains protected material. If only a portion or portions of the material on a page 18 || qualifies for protection, the Producing Party also must clearly identify the protected 19 || portion(s) (e.g., by making appropriate markings in the margins). 20 A Party or Non-Party that makes original documents available for inspection 21 || need not designate them for protection until after the inspecting Party has indicated 22 || which documents it would like copied and produced. During the inspection and 23 || before the designation, all of the material made available for inspection will be 24 || deemed “CONFIDENTIAL.” After the inspecting Party has identified the 25 || documents it wants copied and produced, the Producing Party must determine 26 || which documents, or portions thereof, qualify for protection under this Order. Then, 27 || before producing the specified documents, the Producing Party must affix the 28 || “CONFIDENTIAL legend” to each page that contains Protected Material. If only a

1 || portion or portions of the material on a page qualifies for protection, the Producing 2 || Party also must clearly identify the protected portion(s) (e.g., by making 3 || appropriate markings in the margins). 4 (b) for testimony given in depositions that the Designating Party identify the 5 || Disclosure or Discovery Material to be designated as Confidential (i) on the record 6 || during the deposition, or (ii) within thirty (30) calendar days of the receipt of the 7 || official transcript of the deposition, by providing the other Parties written notice of g || the page and line numbers of the transcript to be designated as Confidential . 9 (c) for information produced in some form other than documentary and for 10 || any other tangible items, that the Producing Party affix in a prominent place on the 11 || exterior of the container or containers in which the information is stored the legend 12 || “CONFIDENTIAL.” If only a portion or portions of the information warrants 13 || protection, the Producing Party, to the extent practicable, will identify the protected 14 || portion(s). 15 5.3. Inadvertent Failures to Designate. If timely corrected, an inadvertent 16 || failure to designate qualified information or items does not, standing alone, waive 17 || the Designating Party’s right to secure protection under this Order for such 18 || material. Upon timely correction of a designation, the Receiving Party must make 19 || reasonable efforts to assure that the material is treated in accordance with the 20 || provisions of this Order. 21 22 || 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 23 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 24 || designation of confidentiality at any time that is consistent with the Court’s 25 || Scheduling Order. 26 6.2 Meet and Confer. The Challenging Party will initiate the dispute 27 || resolution process (and, if necessary, file a discovery motion) under Local Rule 28 || 37.1-et-seq. i? -

The burden of persuasion in any such challenge proceeding 5 || will be on the Designating Party. Frivolous challenges, and those made for an 6 || improper purpose (e.g., to harass or impose unnecessary expenses and burdens on 7 || other parties) may expose the Challenging Party to sanctions. Unless the g || Designating Party has waived or withdrawn the confidentiality designation, all 9 || parties will continue to afford the material in question the level of protection to 10 || which it is entitled under the Producing Party’s designation until the Court rules on 11 || the challenge. 12 13 || 7. ACCESS TO AND USE OF PROTECTED MATERIAL 14 7.1 Basic Principles. A Receiving Party may use Protected Material that is 15 || disclosed or produced by another Party or by a Non-Party in connection with this 16 || Action only for prosecuting, defending, or attempting to settle this Action. Such 17 || Protected Material may be disclosed only to the categories of persons and under the 18 || conditions described in this Order. When the Action has been terminated, a 19 || Receiving Party must comply with the provisions of section 13 below (FINAL 20 || DISPOSITION). 21 Protected Material must be stored and maintained by a Receiving Party at a 22 || location and in a secure manner that ensures that access is limited to the persons 23 || authorized under this Order. 24 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 25 || otherwise ordered by the court or permitted in writing by the Designating Party, a 26 || Receiving Party may disclose any information or item designated 27 || “CONFIDENTIAL” only to: 28 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well

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1 || as employees, including consultants, staffing agency employees and independent 2 || contractors, of said Outside Counsel of Record to whom it is reasonably necessary 3 || to disclose the information for this Action; 4 (b) the officers, directors, and employees (including House Counsel) of the 5 || Receiving Party to whom disclosure is reasonably necessary for this Action; 6 (c) Experts (as defined in this Order) of the Receiving Party to whom 7 || disclosure is reasonably necessary for this Action and who have signed the g || “Acknowledgment and Agreement to Be Bound” (Exhibit A); 9 (d) the Court and its personnel; 10 (e) court reporters and their staff; 11 (f) professional jury or trial consultants, mock jurors, and Professional 12 || Vendors to whom disclosure is reasonably necessary for this Action and who have 13 || signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 14 (g) the author or recipient of a document containing the information or a 15 || custodian or other person who otherwise possessed or knew the information; 16 (h) during their depositions, witnesses, and attorneys for witnesses, in the 17 || Action to whom disclosure is reasonably necessary provided: (1) the deposing party 18 || requests that the witness sign the form attached as Exhibit A hereto; and (2) they 19 || will not be permitted to keep any confidential information unless they sign the 20 || “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 21 || agreed by the Designating Party or ordered by the court. Pages of transcribed 22 || deposition testimony or exhibits to depositions that reveal Protected Material may 23 || be separately bound by the court reporter and may not be disclosed to anyone 24 || except as permitted under this Stipulated Protective Order; and 25 (i) any mediator or settlement officer, and their supporting personnel, 26 || mutually agreed upon by any of the parties engaged in settlement discussions. 27 28

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1 | 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 2 IN OTHER LITIGATION 3 If a Party is served with a subpoena or a court order issued in other litigation 4 || that compels disclosure of any information or items designated in this Action as 5 || “CONFIDENTIAL,” that Party must: 6 (a) promptly notify in writing the Designating Party. Such notification will 7 || include a copy of the subpoena or court order; 8 (b) promptly notify in writing the party who caused the subpoena or order to 9 || issue in the other litigation that some or all of the material covered by the subpoena 10 || or order is subject to this Protective Order. Such notification will include a copy of 11 || this Stipulated Protective Order; and 12 (c) cooperate with respect to all reasonable procedures sought to be pursued 13 || by the Designating Party whose Protected Material may be affected. 14 If the Designating Party timely seeks a protective order, the Party served with 15 || the subpoena or court order will not produce any information designated in this 16 || action as “CONFIDENTIAL” before a determination by the court from which the 17 || subpoena or order issued, unless the Party has obtained the Designating Party’s 18 || permission. The Designating Party will bear the burden and expense of seeking 19 || protection in that court of its confidential material and nothing in these provisions 20 || should be construed as authorizing or encouraging a Receiving Party in this Action 21 || to disobey a lawful directive from another court. 22 23 || 9. ANON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 24 PRODUCED IN THIS LITIGATION 25 (a) The terms of this Order are applicable to information produced by a Non- 26 || Party in this Action and designated as “CONFIDENTIAL.” Such information 27 || produced by Non-Parties in connection with this litigation is protected by the 28 || remedies and relief provided by this Order. Nothing in these provisions should be

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1 || construed as prohibiting a Non-Party from seeking additional protections. 2 (b) In the event that a Party is required, by a valid discovery request, to 3 || produce a Non-Party’s confidential information in its possession, and the Party is 4 || subject to an agreement with the Non-Party not to produce the Non-Party’s 5 || confidential information, then the Party will: 6 (1) promptly notify in writing the Requesting Party and the Non-Party 7 || that some or all of the information requested is subject to a confidentiality 8 || agreement with a Non-Party; 9 (2) promptly provide the Non-Party with a copy of the Stipulated 10 || Protective Order in this Action, the relevant discovery request(s), and a reasonably 11 || specific description of the information requested; and 12 (3) make the information requested available for inspection by the Non- 13 |) Party, if requested. 14 (c) Ifall Parties so agree, the Non-Party, or a Party acting on behalf of itself 15 || and the Non-Party, may seek a protective order from this Court by submitting a 16 || Stipulation signed by all Parties and a proposed order, in lieu of filing a noticed 17 || motion for a protective order pursuant to F.R.Civ.P. 26(c). Otherwise, the Non- 18 || Party must proceed by a noticed motion. If the Non-Party fails to seek a protective 19 || order from this Court within 14 days of receiving the notice and accompanying 20 || information, or such longer period of time as the Parties may agree, the Receiving 21 || Party may produce the Non-Party’s confidential information responsive to the 22 || discovery request. If the Non-Party timely seeks a protective order, the Receiving 23 || Party will not produce any information in its possession or control that is subject to 24 || the confidentiality agreement with the Non-Party before a determination by the 25 || court. Absent a court order to the contrary, the Non-Party will bear the burden and 26 || expense of seeking protection in this court of its Protected Material. If all Parties so 27 || agree, the Non-Party may seek an order allocating the expense of seeking protection 28 || in this court by submitting a Stipulation signed by all Parties, in lieu of filing a

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1 || noticed motion for such an order pursuant to F.R.Civ.P. 26(c). 2 3 || 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 4 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 5 || Protected Material to any person or in any circumstance not authorized under this 6 || Stipulated Protective Order, the Receiving Party must immediately (a) notify in 7 || writing the Designating Party of the unauthorized disclosures, (b) use its best g || efforts to retrieve all unauthorized copies of the Protected Material, (c) inform the 9 || person or persons to whom unauthorized disclosures were made of all the terms of 10 || this Order, and (d) request such person or persons to execute the “Acknowledgment 11 || and Agreement to Be Bound” that is attached hereto as Exhibit A. 12 13 || ll. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 14 PROTECTED MATERIAL 15 When a Producing Party gives notice to Receiving Parties that certain 16 || inadvertently produced material is subject to a claim of privilege or other 17 || protection, the obligations of the Receiving Parties are those set forth in Federal 18 || Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 19 || whatever procedure may be established in an e-discovery order that provides for 20 || production without prior privilege review. Pursuant to Federal Rule of Evidence 21 || 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 22 || of acommunication or information covered by the attorney-client privilege or work 23 || product protection, the parties may incorporate their agreement in the stipulated 24 || protective order submitted to the court. 25 26 || 12. MISCELLANEOUS 27 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 28 || person to seek its modification by the Court in the future.

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1 12.2 Right to Assert Other Objections. By stipulating to the entry of this 2 || Protective Order no Party waives any right it otherwise would have to object to 3 || disclosing or producing any information or item on any ground not addressed in 4 || this Stipulated Protective Order. Similarly, no Party waives any right to object on 5 || any ground to use in evidence of any of the material covered by this Protective 6 || Order. 7 12.3. Filing Protected Material. A Party that seeks to file under seal any g || Protected Material must comply with Civil Local Rule 79-5. Protected Material 9 || may only be filed under seal pursuant to a court order authorizing the sealing of the 10 || specific Protected Material at issue. If a Party's request to file Protected Material 11 || under seal is denied by the court, then the Receiving Party may file the information 12 || in the public record unless otherwise instructed by the court. 13 14 || 13. FINAL DISPOSITION 15 After the final disposition of this Action, as defined in paragraph 4, within 60 16 || days of a written request by the Designating Party, each Receiving Party must 17 || return all Protected Material to the Producing Party or destroy such material. As 18 || used in this subdivision, “all Protected Material” includes all copies, abstracts, 19 || compilations, summaries, and any other format reproducing or capturing any of the 20 || Protected Material. Whether the Protected Material is returned or destroyed, the 21 || Receiving Party must submit a written certification to the Producing Party (and, if 22 || not the same person or entity, to the Designating Party) by the 60 day deadline that 23 || (1) identifies (by category, where appropriate) all the Protected Material that was 24 || returned or destroyed and (2) affirms that the Receiving Party has not retained any 25 || copies, abstracts, compilations, summaries or any other format reproducing or 26 || capturing any of the Protected Material. Notwithstanding this provision, Counsel 27 || are entitled to retain an archival copy of all pleadings, motion papers, trial, 28 || deposition, and hearing transcripts, legal memoranda, correspondence, deposition -18-

1 || and trial exhibits, expert reports, attorney work product, and consultant and expert 2 || work product, even if such materials contain Protected Material. Any such archival 3 || copies that contain or constitute Protected Material remain subject to this Protective 4 || Order as set forth in Section 4 (DURATION). 5 6 | 14. Any willful violation of this Order may be punished by civil or criminal 7 || contempt proceedings, financial or evidentiary sanctions, reference to disciplinary g || authorities, or other appropriate action at the discretion of the Court.

10 11 || □□ □□ SO STIPULATED, THROUGH COUNSEL OF RECORD. 12 || DATED: January 30, 2020 DENTONS US LLP 13 /s/ Susan M. Walker 14 SUSAN WALKER KARL M. TILLEMAN aoe Pro Hac Vice) 15 DOUGLAS JANICIK (Admitted Pro Hac Vice) ERIN N. BASS ] Attorneys for Plaintiff The Icon at Panorama, LLC

18 19 DATED: January 30, 2020 REICH, ADELL & CVITAN 20 A PROFESSIONAL LAW CORPORATION 21 /s/Laurence S. Zakson 22 LAURENCE 8S. ZAKSON 23 Attorneys for Defendants Laborers International Union of North America Local 300, Ernesto 24 Pantoja, Sergio Rascon, Angel Olvera and Smith Engineering and Management

26 27 28

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1 || DATED: January 30, 2020 DECARLO & SHANLEY 2

4 Attorneys for Defendants Southwest Regional Council of Carpenters, Daniel Langford, Alexis 5 Olbrei, Peter Rodriguez, and Ron Dianent 6

DATED: January 30, 2020 TYSON & MENDES

9 /s/ Mitch Malachowski MITCH MALACHOWSKI

Attorneys for Defendant Swape, LLC

12 13 || FOR GOOD CAUSE SHOWN, IT [IS SO ORDERED. 14 is | DATED: Jan. 31, 2020 /s/ Judge Wilner

United States Magistrate Inde 17 18 19 20 21 22 23 24 25 26 27 28

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| EXHIBIT A 9 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, {full name], of [full 5 address], declare under penalty of perjury that I have read in its entirety and 6 understand the Stipulated Protective Order that was issued by the United States 7 District Court for the Central District of California on [date] in the case of 8 [insert case name and number]. | agree to comply with and to be 9 bound by all the terms of this Stipulated Protective Order and I understand and 10 acknowledge that failure to so comply could expose me to sanctions and 11 || punishment in the nature of contempt. I solemnly promise that I will not disclose in 12 || any manner any information or item that is subject to this Stipulated Protective 13 || Order to any person or entity except in strict compliance with the provisions of this 14 |} Order. 15 I further agree to submit to the jurisdiction of the United States District Court 16 || for the Central District of California for the purpose of enforcing the terms of this 17 || Stipulated Protective Order, even if such enforcement proceedings occur after 18 || termination of this action. I hereby appoint [full 19 || name] of [full address and 20 || telephone number] as my California agent for service of process in connection 21 || with this action or any proceedings related to enforcement of this Stipulated 22 || Protective Order. 23 || Date: 24 || City and State where signed: 25 26 |) Printed name: 27 28 || Signature:

Isusan M. Walker (130748) 7 |DENTONS US LLP 601 South Figueroa Street, Suite 2500 . 3 Los Angeles, California 90017-5704 elephone: (213) 623-9300 4 |Facsimile: (213) 623-9924 susan.walker@dentons.com > Karl M. Tilleman (Admitted Pro Hac Vice) 6 ID oucles D. Janicik (Admitted Pro Hac Vice) rin N. peo 7 |DENTONS US LLP 2398 East Camelback Road, Suite 850 g Phoenix, Arizona 85016-9007 elephone: (P05) 308-3900 9 |Facsimile: (602) 308-3914 karl.tilleman@dentons.com 10 |erin.bass@dentons.com doug.janicik@dentons.com Wa ttorneys for Plaintiff The Icon at Panorama, LLC 12 13 UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

16 17 |The Icon at Panorama, LLC, Case No. 1 ogg Plaintiff 2:19-cv-00181-CBM-MRW 19 vs. STIPULATED [PROPOSED] 29 |Southwest Regional Council of PROTECTIVE ORDER arpenters, et al., CVHEW AAS LOS AEE) | I Defendants. 0 Check if submitted without 53 material modifications to MRW form 24 25 26 27 28

| 21. 4.-—INTRODUCTION 3 1.1 PURPOSES AND LIMITATIONS 4 Discovery in this action is likely to involve production of confidential, 5 || proprietary, or private information for which special protection from public 6 || disclosure and from use for any purpose other than prosecuting this litigation may 7 | be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 8 || enter the following Stipulated Protective Order. The parties acknowledge that this 9 | Order does not confer blanket protections on all disclosures or responses to 10 || discovery and that the protection it affords from public disclosure and use extends 11 |) only to the limited information or items that are entitled to confidential treatment 12 || under the applicable legal principles. The parties further acknowledge, as set forth 13 || in Section 12.3, below, that this Stipulated Protective Order does not entitle them 14 ll to file confidential information under seal; Civil Local Rule 79-5 sets forth the 15 || procedures that must be followed and the standards that will be applied when a 16 || party seeks permission from the court to file material under seal. 1.2 GOOD CAUSE STATEMENT 18 19 20 21 | ofthis ease, inchiding the nature ef the-action, the type-of anticipated 24 | assertions regarding _good-eause} 25 a.___ Plaintiff Icon: As alleged in the Second Amended Complaint, □□□□□ 26 27 || Panorama City that plaintiff The Icon at Panorama, LLC (“Icon”) seeks to build

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1... 2 . oo, 3 4 6 . 7 . 8 . 9 ‘ects in and (Tedarodlent 10 11 . 12 a . 13 14 ect) tI ised by the Uni | the final re 15 = 16 □ as 17 □□□ ant 18 || . ea 19 20 |. ils @ ee ; ‘ 22 1s M1. wa .. in violation of NLRA § 8(b)(4)(ii). 24 oe. 25 taken: 26 ; hall Sjesivelv and enhisctival 27 28

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2 : 3 oaee liability. 4 : . © 5 Lo, 6 | h their anti Ls ics, the Unions (with □□ 7 . 8 . 9 he Jal | ‘ects in and 10 adjacent to Los Angeles County. 11 Market is the sale of lat . 12 a 13 oo, □ 14 purviev f th 2 Department of Cit / Plan 0 ing’s “Major Proje cts Unit 15 16 5 of | nat | | al 17 a aio 18 economy, and environment, 19 20 =. 21 il will level Baa 22

24 25 . 26 Relevant Market. 27 28

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4 ; seeking to organize Icon’s employees), and seek to coerce agreements. 5 . 6 bargaining.

8 _ 9 hicher lal lal □□ 10 housing. 11 © 12 13 14 -all within t ‘on ind so of 15 = 16 lationship at ‘cularly where Icon | I for t 17 18 construction industry.” 19 ; 20 . za eee 21 22]. 23 ace aal desenidine HealT aoainge the Unions’ sham litieutl 24 Lo, : oat . . : 25 lost profits and attorneys’ fees. 26 . om pe = 271... ae 28

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6 ‘oned i ; -volv Health, LLC y..C. 2017 \ 048651, at *2 n. 2 (C.D. Cal, Apr. 21, 2017) (a protective orde 8 □ . . . 9]. : ion”) EFT Holdings. 1 CLY Virtual Tech... Inc...2016 WL 11519280 10 11 |. 7 aul ie information in civil discovery under properly fashioned protective orders”). 12 . . 13 8 . * “ce * 99 14 7 ‘act for CEOA- violations in Los Anceles Sunes 15 , 16 ||. 17 18 — □□ 19 eo oe 20 . 21 —. 2 _ on : 5 □□ 23 24}. eon 25 26 SF. Local Joint Exec. Bd. of Culi Work 542 F.2d 1076 27 ws 28

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6 . ; 8 >| priate ‘orts that also derives its value from i bli 10 nature. 11 “tl if fer here is further ill 12 by the following disputed issues: 13 ca: 14 ‘so of § 8(¢) of the NLRA. 29 US.CS. § 158(e), whicl 15 . =. 16 |. nt ‘on of worl {other Jal lati 17 18 19 Se ae 20 a 21 □□□ 22 , .

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6 aA calculati by the Uni rendants: and 7 8 es 4 . . 9 . cognizable anti-trust injury. 10 . 11 ‘on of di □ dentiality of di al : 12 ; 13 . = a 14 15 □□ waweekatie 16]. 17 is ff. ok 19 20 21 2. DEFINI 22 * = * * 2.1 Action: {this-pending federaHaw-suit}{“Option:censelidated or 23 ; related-actions-+Zhe Icon at Panorama, LLC y. Southwest Regional Council of 24 Bs os W eco: «2 me =a 26 2.2 Challenging Party: a Party or Non-Party that challenges the oo, designation of information or items under this Order. 28

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| L—2.3. “CONFIDENTIAL” Information or Items: information (regardless of ? how it is generated, stored or maintained) or tangible things that qualify for ° protection under Federal Rule of Civil Procedure 26(c), and as specified above in ‘ the Good Cause Statement._tNete:anyrequestforatwe-tered,- ° ° ’ H—2.4 Counsel: Outside Counsel of Record and House Counsel (as well as their support staff). | ° JH—2.5 _ Designating Party: a Party or Non-Party that designates information or items that it produces in disclosures or in responses to discovery as " “CONFIDENTIAL.” | }¥.-—2.6 Disclosure or Discovery Material: all items or information, regardless of the medium or manner in which it is generated, stored, or maintained (including, 4 among other things, testimony, transcripts, and tangible things), that are produced or generated in disclosures or responses to discovery in this matter. | ‘0 ¥.— 2.7 Expert: a person with specialized knowledge or experience in a matter " pertinent to the litigation who has been retained by a Party or its counsel to serve as 8 an expert witness or as a consultant in this Action. | Vi—2.8 House Counsel: attorneys who are employees of a party to this “0 Action. House Counsel does not include Outside Counsel of Record or any other 21 outside counsel. | = Viit—2.9 Non-Party: any natural person, partnership, corporation, association, or other legal entity not named as a Party to this action. | VHL-2.10 Outside Counsel of Record: attorneys who are not employees of a = party to this Action but are retained to represent or advise a party to this Action and have appeared in this Action on behalf of that party or are affiliated with a law firm a which has appeared on behalf of that party, and includes support staff. 28

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| £<.—2.11 Party: any party to this Action, including all of its officers, directors, employees, consultants, retained experts, and Outside Counsel of Record (and their ° support staffs). | 2.12 Producing Party: a Party or Non-Party that produces Disclosure or ° Discovery Material in this Action. | ° 2.13 Professional Vendors: persons or entities that provide litigation ’ support services (e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and organizing, storing, or retrieving data in any form or medium) ° and their employees and subcontractors. | ‘0 X4-—2.14 Protected Material: any Disclosure or Discovery Material that is designated as “CONFIDENTIAL.” | XHH4--2.15 Receiving Party: a Party that receives Disclosure or Discovery Material from a Producing Party.

13. scopE The protections conferred by this Stipulation and Order cover not only "7 Protected Material (as defined above), but also (1) any information copied or Is extracted from Protected Material; (2) all copies, excerpts, summaries, or ” compilations of Protected Material; and (3) any testimony, conversations, or presentations by Parties or their Counsel, including during the course of depositions and in correspondence between/among counsel, that might reveal Protected Material. Any use of Protected Material at trial will be governed by the orders of the trial judge. This Order does not govern the use of Protected Material at trial. 4, DURATION 27 28

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ALTERNATIVE POSSIBLE PARAGRAPH} Even after final I disposition of this litigation, the confidentiality obligations imposed by this Order 8 will remain in effect until a Designating Party agrees otherwise in writing or a court order otherwise directs. Final disposition will be deemed to be the later of (1) dismissal of all claims and defenses in this Action, with or without prejudice; and (2) final judgment herein after the completion and exhaustion of all appeals, "7 rehearings, remands, trials, or reviews of this Action, including the time limits for 8 filing any motions or applications for extension of time pursuant to applicable law. 19 5. DESIGNATING PROTECTED MATERIAL | XIV-5.1 Exercise of Restraint and Care in Designating Material for Protection. Each Party or Non-Party that designates information or items for protection under °° this Order must take care to limit any such designation to specific material that qualifies under the appropriate standards. The Designating Party must designate for protection only those parts of material, documents, items, or oral or written ° communications that qualify so that other portions of the material, documents, items, or communications for which protection is not warranted are not swept 28

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unjustifiably within the ambit of this Order. Mass, indiscriminate, or routinized designations are prohibited. ° Designations that are shown to be clearly unjustified or that have been made for an ‘ improper purpose (e.g., to unnecessarily encumber the case development process or ° to impose unnecessary expenses and burdens on other parties) may expose the ° Designating Party to sanctions. ’ If it comes to a Designating Party’s attention that information or items that it designated for protection do not qualify for protection, that Designating Party must ° promptly notify all other Parties that it is withdrawing the inapplicable designation. | 0 XV.—5.2 Manner and Timing of Designations. Except as otherwise provided in this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 2 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 8 under this Order must be clearly so designated before the material is disclosed or produced. Designation in conformity with this Order requires: | '6 X\V4-(a) for information in documentary form (e.g., paper or electronic "7 documents, but excluding transcripts of depositions or other pretrial or trial 8 proceedings), that the Producing Party affix at a minimum, the legend ” “CONFIDENTIAL?” (hereinafter “CONFIDENTIAL legend”), to each page that contains protected material. If only a portion or portions of the material on a page qualifies for protection, the Producing Party also must clearly identify the protected portion(s) (e.g., by making appropriate markings in the margins). A Party or Non-Party that makes original documents available for inspection need not designate them for protection until after the inspecting Party has indicated which documents it would like copied and produced. During ° the inspection and before the designation, all of the material made available for inspection will be deemed “CONFIDENTIAL.” After the inspecting Party has 28

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identified the documents it wants copied and produced, the Producing Party must determine which documents, or portions thereof, qualify for protection under this ° Order. Then, before producing the specified documents, the Producing Party must ‘ affix the “CONFIDENTIAL legend” to each page that contains Protected Material. ° If only a portion or portions of the material on a page qualifies for protection, the ° Producing Party also must clearly identify the protected portion(s) (e.g., by making ’ appropriate markings in the margins). 8 XVH-(b) for testimony given in depositions that the Designating Party ° identify the Disclosure or Discovery Material to be designated as Confidential G) on the record;-beferethe-close-of the depesitien-all pretectedtestimony during the

| page and line numbers of the transcript to be designated as Confidential . 4 xVHi—_(c) for information produced in some form other than documentary and for any other tangible items, that the Producing Party affix in a prominent place on the exterior of the container or containers in which the information is stored the legend “CONFIDENTIAL.” If only a portion or portions 18 of the information warrants protection, the Producing Party, to the extent practicable, will identify the protected portion(s). | “0 XE<-5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent failure to designate qualified information or items does not, standing alone, waive the Designating Party’s right to secure protection under this Order for such material. Upon timely correction of a designation, the Receiving Party must make reasonable efforts to assure that the material is treated in accordance with the provisions of this Order. 26 6. | CHALLENGING CONFIDENTIALITY DESIGNATIONS

| XX.—6.1 Timing of Challenges. Any Party or Non-Party may challenge a ; designation of confidentiality at any time that is consistent with the Court’s Scheduling Order. | ‘ XX-6.2 Meet and Confer. The Challenging Party will initiate the dispute ° resolution process (and, if necessary, file a discovery motion) under Local Rule 37.1 et seq. ’ 6.3

° 10 and ethical standards. The burden of persuasion in any such challenge proceeding " will be on the Designating Party. Frivolous challenges, and those made for an improper purpose (e.g., to harass or impose unnecessary expenses and burdens on other parties) may expose the Challenging Party to sanctions. Unless the 4 Designating Party has waived or withdrawn the confidentiality designation, all I» parties will continue to afford the material in question the level of protection to which it is entitled under the Producing Party’s designation until the Court rules on the challenge. 18 7. ACCESS TO AND USE OF PROTECTED MATERIAL | XSUL-7.1 Basic Principles. A Receiving Party may use Protected Material that is 1 disclosed or produced by another Party or by a Non-Party in connection with this Action only for prosecuting, defending, or attempting to settle this Action. Such 8 Protected Material may be disclosed only to the categories of persons and under the conditions described in this Order. When the Action has been terminated, a Receiving Party must comply with the provisions of section 13 below (FINAL 6 DISPOSITION). | xX -Protected Material must be stored and maintained by a Receiving

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Party at a location and in a secure manner that ensures that access is limited to the persons authorized under this Order. | XOO\V.——7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise ordered by the court or permitted in writing by the Designating Party, a ° Receiving Party may disclose any information or item designated ° “CONFIDENTIAL” only to: ’ *o\-(a) the Receiving Party’s Outside Counsel of Record in this Action, as | well as employees, including consultants, staffing agency employees and_ 9 independent contractors, of said Outside Counsel of Record to whom it is '0 reasonably necessary to disclose the information for this Action; | xXO--———(b) the officers, directors, and employees (including House 2 Counsel) of the Receiving Party to whom disclosure is reasonably necessary for | this Action; | 4 Experts (as defined in this Order) of the Receiving Party to whom disclosure is reasonably necessary for this Action and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); " *x<*

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the deposing party requests that the witness sign the form attached as Exhibit A hereto; and (2) they will not be permitted to keep any confidential information unless they sign the “Acknowledgment and Agreement to Be Bound” (Exhibit A), ‘ unless otherwise agreed by the Designating Party or ordered by the court. Pages of ° transcribed deposition testimony or exhibits to depositions that reveal Protected 6 Material may be separately bound by the court reporter and may not be disclosed to ’ anyone except as permitted under this Stipulated Protective Order; and | 8 XO60H.——(i) any mediator or settlement officer, and their supporting ° personnel, mutually agreed upon by any of the parties engaged in settlement 10 discussions. 1] 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN OTHER LITIGATION | 4 2OOd-.— If a Party is served with a subpoena or a court order issued in other litigation that compels disclosure of any information or items designated in this Action as “CONFIDENTIAL,” that Party must: | 3OXK¥.——(a) promptly notify in writing the Designating Party. Such 8 notification will include a copy of the subpoena or court order; | 3O60¥—(b) promptly notify in writing the party who caused the 0 subpoena or order to issue in the other litigation that some or all of the material covered by the subpoena or order is subject to this Protective Order. Such notification will include a copy of this Stipulated Protective Order; and | = XOG0\/44—(c) cooperate with respect to all reasonable procedures sought to be pursued by the Designating Party whose Protected Material may be affected. | □□□ H—If the Designating Party timely seeks a protective order, the Party served with the subpoena or court order will not produce any information designated in this action as “CONFIDENTIAL” before a determination by the

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court from which the subpoena or order issued, unless the Party has obtained the ? Designating Party’s permission. The Designating Party will bear the burden and ° expense of seeking protection in that court of its confidential material and nothing ‘ in these provisions should be construed as authorizing or encouraging a Receiving ° Party in this Action to disobey a lawful directive from another court. ’ 9. ANON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS LITIGATION | ° *GG¢2.——(a) The terms of this Order are applicable to information 10 produced by a Non-Party in this Action and designated as “CONFIDENTIAL.” Such information produced by Non-Parties in connection with this litigation is protected by the remedies and relief provided by this Order. Nothing in these 8 provisions should be construed as prohibiting a Non-Party from seeking additional 4 protections. | XL.-—(b) In the event that a Party is required, by a valid discovery request, to produce a Non-Party’s confidential information in its possession, and the Party 7 is subject to an agreement with the Non-Party not to produce the Non-Party’s 8 confidential information, then the Party will: | xXLEL—(1) promptly notify in writing the Requesting Party and the Non-Party that some or all of the information requested is subject to a confidentiality agreement with a Non-Party; | 22 XLH.—(2) promptly provide the Non-Party with a copy of the °° Stipulated Protective Order in this Action, the relevant discovery request(s), and a reasonably specific description of the information requested; and | * XLHL—(3) make the information requested available for inspection by the Non-Party, if requested. | XL1V,——(c) If all Parties so agree, the Non-Party, ot a Party acting on 28

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the Non-Party must proceed by a noticed motion, If the Non-Party fails to seek a ° protective order from this courtCourt within 14 days of receiving the notice and 6 accompanying information, or such longer period of time as the Parties may agree, ’ the Receiving Party may produce the Non-Party’s confidential information 8 responsive to the discovery request. If the Non-Party timely seeks a protective ° order, the Receiving Party will not produce any information in its possession or 10 control that is subject to the confidentiality agreement with the Non-Party before a determination by the court. Absent a court order to the contrary, the Non-Party will bear the burden and expense of seeking protection in this court of its Protected Material._If all Parties so agree, the Non-Party may seek an order allocating the. " 15 5 Se a ‘ ‘ ‘ . 16 26(c). 17 is 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL | XLY-~If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected Material to any person or in any circumstance not authorized under this Stipulated Protective Order, the Receiving Party must immediately (a) notify in writing the Designating Party of the unauthorized disclosures, (b) use its best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform the person or persons to whom unauthorized disclosures were made of all the terms of this Order, and (d) request such person or persons to execute the 6 “Acknowledgment and Agreement to Be Bound” that is attached hereto as Exhibit A. 28

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] ? 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE ° PROTECTED MATERIAL | ‘ XLYI——-When a Producing Party gives notice to Receiving Parties that ° certain inadvertently produced material is subject to a claim of privilege or other ° protection, the obligations of the Receiving Parties are those set forth in Federal ’ Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure may be established in an e-discovery order that provides for ° production without prior privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure " of a communication or information covered by the attorney-client privilege or work product protection, the parties may incorporate their agreement in the stipulated 8 protective order submitted to the court. 14 12. MISCELLANEOUS | XLViL——-12.1 Right to Further Relief. Nothing in this Order abridges "7 the right of any person to seek its modification by the Court in the future. 12.2 Right to Assert Other Objections. By stipulating to the entry of this Protective Order no Party waives any right it otherwise would have to object to disclosing or producing any information or item on any ground not addressed in 21 this Stipulated Protective Order. Similarly, no Party waives any right to object on 22 any ground to use in evidence of any of the material covered by this Protective °° Order. | XLVHi——12.3 Filing Protected Material. A Party that seeks to file under seal any Protected Material must comply with Civil Local Rule 79-5. Protected Material may only be filed under seal pursuant to a court order authorizing the sealing of the specific Protected Material at issue. If a Party's request to file

Protected Material under seal is denied by the court, then the Receiving Party may file the information in the public record unless otherwise instructed by the court. *| 13. FINAL DISPOSITION | ° xXLb.— After the final disposition of this Action, as defined in ° paragraph 4, within 60 days of a written request by the Designating Party, each ’ Receiving Party must return all Protected Material to the Producing Party or destroy such material. As used in this subdivision, “all Protected Material” includes all copies, abstracts, compilations, summaries, and any other format 10 reproducing or capturing any of the Protected Material. Whether the Protected Material is returned or destroyed, the Receiving Party must submit a written 2 certification to the Producing Party (and, if not the same person or entity, to the Designating Party) by the 60 day deadline that (1) identifies (by category, where appropriate) all the Protected Material that was returned or destroyed and (2) affirms that the Receiving Party has not retained any copies, abstracts, compilations, summaries or any other format reproducing or capturing any of the Protected Material. Notwithstanding this provision, Counsel are entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant and expert work product, even if a such materials contain Protected Material. Any such archival copies that contain or constitute Protected Material remain subject to this Protective Order as set forth in Section 4 (DURATION). 24 25 26 27 28

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1 ; ; 38 wg 14. Any willful violation of this Order may be punished by civil or criminal contempt proceedings, financial or evidentiary sanctions, reference to disciplinary 3 □ ‘ ‘ authorities, or other appropriate action at the discretion of the Court. 5 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. DATED: O00 DENTONS US LLP | SuSANWALKER | DO AS JANICIK (Admitted Pro Hac Vice) ERIN N. BASS

14 15 | 16 | DATED: ___.2020 __ REICH, ADELL & CVITAN 7 A PROFESSIONAL LAW CORPORATION | 18 | 19 LAURENCE S. ZAKSON | 20 Attorneys for Defendan aborers Internationa | nion of North America Local 300, Ernesto | Pan Old Sergio Ra on. Angel O dud mith | ngineering and Wianagemen 22 23 24 | 25 || DATED: _, 2020 _ DECARLO & SHANLEY 26 | el | a DANIEL M. SHANLEY 28

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| Attorneys for Defendants Southwest Regional. 4 —O OR —EEE

9 Attorneys for Defendan 10 11 | FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 12 13] DATED: | aa 15 HON. MICHAEL R. WILNER United States Magistrate Judge 16 17 18 19 20 21 22 23 24 25 26 27 28

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EXHIBIT A ° ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND ‘ I, [full name], of [full ° address], declare under penalty of perjury that I have read in its entirety and ° understand the Stipulated Protective Order that was issued by the United States ’ District Court for the Central District of California on [date] in the case of ® [insert case name and number]. I agree to comply with and to be ° bound by all the terms of this Stipulated Protective Order and | understand and 10 acknowledge that failure to so comply could expose me to sanctions and punishment in the nature of contempt. I solemnly promise that I will not disclose in 2 any manner any information or item that is subject to this Stipulated Protective 8 Order to any person or entity except in strict compliance with the provisions of this 4 Order. I further agree to submit to the jurisdiction of the United States District Court for the Central District of California for the purpose of enforcing the terms "7 of this Stipulated Protective Order, even if such enforcement proceedings occur 8 after termination of this action. I hereby appoint " [full name] of [full address and telephone number] as my California agent for service of process in connection I with this action or any proceedings related to enforcement of this Stipulated Protective Order. Date: City and State where signed: 25 *6 Printed name: 27 28

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