Contract analysis

I. PREAMBLE Plaintiff ESTUARY FOUNDATION ("EF"), a California nonprofit public benefit corporation, by and through its counsel of record, Calderwood & Harkness LLP (Douglas Carmichael, Responsible Partner), and Defendant and Cross-Complainant THE WHITFIELD-GARNER FAMILY TRUST ("WGFT"), a California irrevocable trust established March 14, 2003, by and through its counsel of record, Pratchett, Huang & Solano LLP (Victo

II. RECITALS A. WHEREAS, on April 25, 2022, Plaintiff EF filed its Complaint for Declaratory Relief in this action (the "Complaint"), seeking a judicial declaration that EF may lawfully redirect approximately Four Million Seven Hundred Thousand Dollars ($4,700,000) in restricted grant funds originally dedicated to the Bay Area Teacher Residency Initiative ("BATRI") to EF's broader educational mission, including alter

I. WHEREAS, in light of the foregoing, the Parties believe that a temporary stay of all proceedings in this action will facilitate further settlement discussions between the Parties and their respective principals, conserve the resources of the Parties and their counsel, and promote the efficient administration of justice by conserving the resources of the Court, all without prejudice to the rights of either Party to

Section 1. Stay of All Proceedings 1.1 All proceedings in this action, including but not limited to the Complaint for Declaratory Relief filed by EF on April 25, 2022, the Answer filed by WGFT on June 10, 2022, the Cross-Complaint filed by WGFT on June 10, 2022, and the Answer to Cross-Complaint filed by EF on July 22, 2022, are hereby stayed in their entirety pending further order of the Court or written stipulation

Section 2. Periodic Review — Joint Status Reports 2.1 In order to keep the Court apprised of the progress of settlement discussions and to ensure the orderly administration of this case, the Parties shall file joint status reports with the Court at intervals of approximately ninety (90) days from the date of entry of the Order approving this Stipulation. 2.2 The first joint status report shall be due on or before Dec

Section 3. Preservation of Rights 3.1 Nothing in this Stipulation or the Order entered pursuant hereto shall be deemed a waiver of any Party's claims, defenses, counterclaims, cross-claims, or affirmative defenses, whether asserted or unasserted as of the date of this Stipulation, nor shall the entry into this Stipulation or the stay of proceedings be construed as an admission by any Party of any fact, liability, or

Section 4. Tolling 4.1 The Parties stipulate and agree that any and all applicable statutes of limitations, statutes of repose, contractual limitation periods, laches periods, and other time-based defenses or deadlines that may apply to the claims and cross-claims asserted in this action, or to any claims or defenses that could have been asserted but were not as of the date of this Stipulation, shall be tolled from t

Section 5. Continued Jurisdiction 5.1 The Court shall retain full jurisdiction over this action during the pendency of the stay for all purposes, including but not limited to enforcing the terms of this Stipulation and the Order entered pursuant hereto, addressing any emergency motions that may arise during the stay, and conducting periodic status conferences as the Court deems appropriate in its discretion. 5.2 Noth

Section 6. Mediation Confidentiality 6.1 The Parties acknowledge and agree that the September 2, 2022 mediation session before the Honorable Oscar Pelletreau (Ret.) at Bayshore Mediation Services, and all oral and written communications, proposals, offers, counteroffers, and other statements made by the Parties, their counsel, or the mediator in connection therewith or in preparation therefor, are and shall remain co

Section 7. Lifting the Stay 7.1 Either Party may seek to lift the stay imposed by this Stipulation and the Order entered pursuant hereto by either of the following methods: (a) Written stipulation of all Parties, executed by counsel of record for each Party, filed with the Court and served upon all Parties, requesting that the Court lift the stay and reactivate the case; or (b) Noticed motion filed by the Party seeki

Section 8. No Prejudice to Settlement Discussions 8.1 The Parties agree to continue good-faith settlement discussions during the pendency of the stay. The Parties recognize that the primary purpose of the stay is to provide a period of time during which the Parties can explore the possibility of resolving this dispute without the burden and expense of active litigation. 8.2 Nothing in this Stipulation shall be constr

Section 9. Service and Notice 9.1 All notices, status reports, stipulations, motions, and other filings under this Stipulation shall be served upon counsel of record for each Party at the following addresses, by personal delivery, United States mail, or electronic service as permitted under the California Rules of Court: For Plaintiff Estuary Foundation: Douglas Carmichael Calderwood & Harkness LLP One Market Plaza,

Section 10. Miscellaneous 10.1 This Stipulation may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed original signatures for all purposes. 10.2 This Stipulation shall be governed by and construed in accordance with the laws of the State of California, without regard to con

1. All proceedings in this action, including but not limited to the Complaint for Declaratory Relief, the Answer, the Cross-Complaint, and the Answer to the Cross-Complaint, are hereby STAYED in their entirety, effective as of the date of this Order, pending further order of the Court or written stipulation of the Parties. During the stay, no Party shall be required to respond to any discovery requests, file any moti

2. The Parties shall file joint status reports with the Court at approximately ninety (90)-day intervals from the date of this Order, advising the Court of the status of settlement negotiations, whether the Parties request continuation of the stay, and, if applicable, a proposed schedule for reactivation of the case. The first such joint status report shall be due on or before December 16, 2022. Subsequent joint stat

3. All applicable statutes of limitations, statutes of repose, contractual limitation periods, and other time-based defenses or deadlines applicable to the claims and cross-claims asserted in this action are hereby TOLLED from the date of this Order until the date the stay is lifted by further order of the Court or written stipulation of the Parties. Neither Party shall assert the passage of time during the pendency

4. All rights, claims, defenses, counterclaims, cross-claims, and affirmative defenses of the Parties are expressly PRESERVED. Nothing in the Stipulation or this Order shall be deemed a waiver of any Party's rights, claims, or defenses, whether asserted or unasserted as of the date hereof.

5. The Court RETAINS JURISDICTION over this action during the pendency of the stay for all purposes, including but not limited to enforcing the Stipulation and this Order, addressing any emergency motions that may arise, and conducting periodic status conferences as the Court deems appropriate.

6. Either Party may seek to lift the stay by (a) written stipulation of all Parties filed with the Court, or (b) noticed motion on not less than fifteen (15) calendar days' notice to the opposing Party. Upon the lifting of the stay, the Parties shall meet and confer within ten (10) calendar days and submit a proposed case management schedule to the Court within twenty (20) calendar days.

7. This Order shall remain in effect until further order of the Court. IT IS SO ORDERED. DATED: _____, 2022 ________________________________________ HON. PATRICIA R. WAINWRIGHT Judge of the Superior Court Department 302 PROOF OF SERVICE Estuary Foundation v. The Whitfield-Garner Family Trust Case No. CGC-22-599481 STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO I am employed in the County of San Francisco, State of Cali