STIPULATION BY THE PARTIES ON THE USE OF THE BARRY MARR LETTER OF MARCH 4, 2010 AND THE SUBMISSION OF THIS MATTER TO THE COURT WITHOUT A TRIAL

JOSEPH C. SPERO, Chief Magistrate Judge.

The Plaintiffs/Counterdefendants HEAVENLY HANA LLC dba TRAVAASA HOTEL HANA, GREEN TEA, LLC dba GREEN TEA MANAGEMENT, LLC, and AMSTAR-39, LLC ("Plaintiffs") and Defendant/Counterclaimant HOTEL UNION & HOTEL INDUSTRY OF HAWAII PENSION PLAN ("Pension Plan") hereby stipulate to the following:

1. The Plaintiffs waive the attorney client privilege for the March 4, 2010 letter from Barry Marr only;

2. The Pension Plan agrees that the disclosure of the March 4, 2010 letter does not waive any attorney client privilege other than for the letter itself;

3. The Pension Plan agrees that it will undertake no discovery regarding the letter or the basis for its legal advice;

4. The parties may use the letter in their cases presented to Judge Spero;

5. The case will be submitted to Judge Spero for decision based on pleadings, legal briefs, deposition testimony, affidavits and documents—a trial on the papers, allowing the Court to make factual findings. There will be no trial with live testimony including any cross examination of the witnesses on any affidavits. The parties will not file dispositive motions;

6. The parties stipulate that Ohana Hotel Company, LLC withdrew from the Pension Plan in May 2010;

7. The parties stipulate that the Pension Plan made its first claim for withdrawal liability to and from Ohana Hotel Company, LLC on December 5, 2012;

8. The parties stipulate that the Pension Plan made its first claim for successor withdrawal liability from Plaintiffs on December 5, 2012;

9. The Pension Plan stipulates that it will not introduce any new evidence purporting to justify or explain the fact that the initial claims for withdrawal liability were not made before December 5, 2012 (all evidence from the Pension Plan, in the form of documents and deposition testimony, has already been produced.) The Pension Plan stipulates that it took no action on the withdrawal liability at issue between January 6, 2011 and early October 2012 when the demand letter and confirmation of the exact amount of withdrawal liability was addressed. The Pension Plan stipulates that Plaintiffs may introduce any evidence produced to date in the form of documents and deposition testimony, subject to evidentiary objections, regarding the fact that there was a time period between May 2010 and December 5, 2012 during which the Pension Plan provided no notice of a withdrawal liability claim to Ohana or the Plaintiffs. The Plaintiffs reserve their rights to use Mitchell H. Hofing, an expert disclosed on May 15, 2015 as an expert in this matter. The Pension Plan does not agree that the Plaintiffs may use Mr. Hofing or any expert, and reserves its right to object to any and all expert evidence presented by the Plaintiffs;

10. The Plaintiffs abandon any further Rule 30(b)(6) deposition on the 13 topics in the Notice of Deposition of the Pension Plan dated June 2, 2015;

11. The parties may conduct further discovery;

12. The Plaintiffs stipulate that it never contacted the Pension Plan prior to December 5, 2012, and never directed anyone, including the seller, to contact the Pension Plan prior to that date to obtain an estimate of withdrawal liability; and

13. The Pension Plan stipulates that it never contacted Plaintiffs regarding withdrawal liability or successor withdrawal liability until December 5, 2012.

IT IS SO ORDERED.