SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES

Transcription

1 0 ZIMMERMAN REED, LLP CHRISTOPHER P. RIDOUT (SBN ) christopher.ridout@zimmreed.com CALEB L.H. MARKER (SBN ) caleb.marker@zimmreed.com Rosecrans Avenue, Suite Manhattan Beach, CA 0 Tel: () 00-0; Fax: () 00- KRAUSE, KALFAYAN, BENINK & SLAVENS, LLP ERIC J. BENINK (SBN ) eric@kkbs-law.com VINCENT D. SLAVENS (SBN ) vslavens@kkbs-law.com 0 West C Street, Suite 0 San Diego, CA 0 Tel: () -0; Fax: () -0 Attorneys for Plaintiffs and Putative Class AHDOOT & WOLFSON, PC ROBERT R. AHDOOT (SBN 0) rahdoot@ahdootwolfson.com TINA WOLFSON (SBN 0) twolfson@ahdootwolfson.com THEODORE W. MAYA (SBN ) tmaya@ ahdootwolfson.com 0 Lindbrook Drive Los Angeles, California 00 Tel: (0) -; Fax: (0) - 0 SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES PATRICK ECK, TYLER CHAPMAN, BRENDAN EISAN, JUSTIN KRISTOPHER LE-ROY, individually and on behalf of all others similarly situated, v. Plaintiffs, CITY OF LOS ANGELES, THE LOS ANGELES DEPARTMENT OF WATER AND POWER, LOS ANGELES DEPARTMENT OF WATER AND POWER BOARD OF COMMISSIONERS, and DOES through 0, Defendants. Case No.: BC0 (Lead) Consolidated with Case No.: BS & Case No.: BC Assigned for all purposes to the Honorable Ann I. Jones DECLARATION OF CHRISTOPHER P. RIDOUT IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND MOTION FOR ATTORNEYS FEES AND REIMBURSEMENT OF EXPENSES AND PAYMENT OF SERVICE AWARDS Date: February, 0 Time: :00 a.m. Place: Dept. 0 Initial Complaint Filed: January, 0 [Filed Concurrently with Motions for Final Approval of Class Action Settlement and for Attorneys Fees & Expenses and Service Awards]

2 0 0 DECLARATION OF CHRISTOPHER P. RIDOUT I, Christopher P. Ridout, declare as follows:. I am an attorney at law duly licensed to practice law before this Court and am one of the counsels of record representing Plaintiffs in this matter bearing lead Case No. BC0 consolidated with Case No. BS and Case No. BC. I submit this Declaration in support of Plaintiffs Memorandum of Points and Authorities in Support of Their Motion for Final Approval of Class Action Settlement, and Motion for an Award of Attorneys Fees and Expenses and Service Awards. I have personal knowledge of the statements contained herein and if called as a witness, I would testify thereto.. I have been intimately involved in all aspects of this litigation since its inception, including, but not limited to the preparation of the original complaint filed by Tyler Chapman and amended complaints filed by all Plaintiffs; attendance at status conferences; drafting discovery; meeting and conferring over discovery disputes; participating in the drafting the opposition to Defendants motion for judgment on the pleadings and arguing the motion at the hearing; participating at the mediation before Judge West at JAMS; participating in countless in-person meetings and conference calls with the City s attorneys regarding the proposed settlement; analyzing thousands of pages of documents including, but not limited to, Rate Ordinances (and the legislative materials pertaining to them), Transfer Ordinances (and the legislative materials pertaining to them), Power System Rate Action Report - July 0, and audited financial statements; analyzing financial data related to the damages alleged in this case; researching cases and keeping abreast of new developments related to Proposition and Proposition ; monitoring a federal case that alleges similar claims against employees of the City of Los Angeles and Los Angeles Department of Water and Power; retaining expert Greg Black and meeting and working with him to secure information necessary to fully understand all aspects of the LADWP s rates and financial projections; preparing, reviewing and revising (and conferring with co-counsel over) dozens of drafts of the proposed settlement agreement and the exhibits thereto (i.e., the class notices); discussing the case with Plaintiff Tyler Chapman; and

3 0 0 drafting this Motion for Final Approval of Class Action Settlement and the supporting declarations. My partner Caleb Marker has also assisted with this matter, but to a much lesser extent, as well as my associate, Hannah P. Belknap. I have also observed the work of the other attorneys who have worked on this action, including all other attorneys from Zimmerman Reed LLP; co-counsel Robert R. Ahdoot and Eric J. Benink; Steven Lowe and Kris LeFan; and Walter McNeill (referred to herein together as Plaintiffs Counsel ).. The purpose of this declaration is to provide this Court with counsels recommendations in favor of final approval of the proposed Class Action Settlement, as well as to provide this Court an understanding of the professional services provided by Ridout Lyon + Ottoson, LLP ( RLO ), Ridout Marker + Ottoson, LLP ( RMO ), and Zimmerman Reed LLP ( ZR ) in connection with this Action.. The rates for electrical power are currently imposed on Retail Customers through two separate City Ordinances: City Ordinance No. 0 ( 00 Rate Ordinance ) and City Ordinance No. ( 0 Rate Ordinance ). Attached hereto as Exhibit A and Exhibit B are true and correct copies of the 00 Rate Ordinance and the 0 Rate Ordinance, respectively.. Prior to the enactment of the 0 Ordinance, the rates for electrical power were imposed through the 0 Rate Ordinance and the 00 Rate Ordinance. Attached hereto as Exhibit C is a true and correct copy of the 0 Rate Ordinance.. The 00 Rate Ordinance and 0 Rate Ordinance are difficult to decipher; however, in summary, they set out dozens of separate and specific rate schedules for different types of customers (residential, multi-family residential, commercial, etc.). These rate schedules can be generally grouped into six categories: (i) separate rate schedules for residential and commercial rates (under which the vast majority of customers are billed), (ii) eight commercial contract rates, (iii) four separate rates for customers with on-site generation, (iv) eight rates for street lighting, (iv) two rates for the Port of Los Angeles, and (v) five various service rate riders that encourage conservation and promote business.

4 0 0. Just recently, LADWP staff presented Board Letter Approvals requesting adjustments to the 0 Rate Ordinance IRCA (Incremental Reliability Cost Adjustment) and CECAF (Capped Energy Cost Adjustment Factor). Attached hereto as Exhibit D is a true and correct copy of LADWP Board Letter Approval, dated February, 0, concerning Energy Cost Adjustment Expenditures for the -Month Period Commencing April, 0.. Los Angeles City Charter, art. VI, concerns the process and methodology of setting future power rates. Attached hereto as Exhibit E is a true and correct copy of Los Angeles City Charter, art. VI,. As set forth in Los Angeles City Charter, art. VI, (b), [a]ll revenue from every source collected by the department in connection with its possession, management and control of the Power Assets of the City shall be deposited in the City Treasury to the credit of the Power Revenue Fund.. Section subdivision (c) provides that money in the Power Revenue Fund may be expended only for certain enumerated purposes, including, e.g., Operation and Maintenance of the Power Assets, Development of [Power] Assets, and General Fund Transfers... as provided in Section. Attached hereto as Exhibit F is a true and correct copy of Los Angeles City Charter, art. VI,. 0. The City Charter defines surplus in the Power Revenue Fund, and anticipates transfers of those surpluses to the City s Reserve Fund. Attached hereto as Exhibit G is a true and correct copy of Los Angeles City Charter, art. III,. Specifically, surplus in the... Power Revenue Fund shall be defined as the amount remaining in... Power Revenue Fund, less outstanding demands and liabilities payable out of the fund, at the end of the fiscal year prior to the fiscal year in which the transfer is to be made, as shown by audited financial statements. (Id. at subd. (b)().) The Council may, by ordinance, direct that surplus money in... the Power Revenue Fund... be transferred to the Reserve Fund with the consent of the board in charge of the fund, but not otherwise. (Id. at subd. (a).). While the General Fund is established as a medium of control of and accounting for municipal activities and is comprised of [a]ll revenues and receipts which are not by law or

5 0 0 Charter pledged or encumbered for special purposes[,] the Reserve Fund includes funding for unanticipated expenditures and revenue shortfalls in the City's General Fund. (Los Angeles City Charter, art. III, 0(a)-(b).) Attached hereto as Exhibit H is a true and correct copy of Los Angeles City Charter, art. III, 0.. The City did not contend that costs were incurred in the General Fund or Reserve Fund for the benefit of the electric utility as a means of justifying the transfers. The following is a true and correct copy of Special Interrogatory Number, propounded by Plaintiffs on the City, and the City s response: Special Interrogatory No. : For the fiscal year ended June 0, 0, state the total costs that YOU incurred in the RESERVE FUND that YOU contend were for the benefit of the POWER REVENUE FUND (that were not otherwise paid directly by the POWER REVENUE FUND). Response to Special Interrogatory No. : Defendant specifically incorporates its General Responses and General Objections above to the extent applicable to this Interrogatory. Defendant further objects to this Interrogatory on the grounds that the phrase total costs that YOU incurred in the RESERVE FUND is vague, ambiguous, and unintelligible. Defendant further objects to this Interrogatory on the grounds that the phrase that were not otherwise paid directly by the POWER REVENUE FUND is vague, ambiguous, and unintelligible. Defendant further objects to this Interrogatory on the grounds that it does not incur costs in the RESERVE FUND. During the meet and confer process, Plaintiffs further clarified that through this Special Interrogatory, Plaintiffs sought to determine whether Defendant analyzed or accounted for the transfer in such a way as to allocate costs incurred in its General Fund by Defendant on behalf of the LADWP. Subject to and without waiving these objections, as well as the clarification provided by Plaintiffs during the meet and confer process, Defendant responds as follows: Defendant has not historically, nor does it currently, account for the transfer by allocating costs incurred in its General Fund by Defendant on behalf of LADWP. Defendant reserves the right to do so in the future shouldn t it be necessary.

6 0 0. On January, 0, Plaintiff Tyler Chapman filed the first of three complaints against Defendants, alleging violations of Proposition and. Prior to filing, my office conducted an extensive investigation regarding the Los Angeles Department of Water and Power s ( LADWP ) electricity rate making methods, and various practices, analyzed the applicable law and reviewed and analyzed thousands of complex documents including, but not limited to the various Rate Ordinances in effect. Class Counsel have also kept abreast of various litigations against other municipalities, as they relate to issues germane to this litigation, during the entire time that this matter has been pending before this Court. Class Counsel have researched and monitored other Proposition and cases throughout the state and kept abreast of opinions and decisions that could impact issues in this case. As is set forth more fully below, LADWP electricity rate payers are currently subject to the 00 and 0 Rate Ordinances. The 0 Ordinance replaced and superseded the 0 Ordinance effective April, 0. Each of these Ordinances embodied rate schedules that utilized base rates and pass through charges and complex rate adjustment formulas. Class counsel carefully reviewed these Ordinances, various City Charter provisions (and their predecessors) to understand the interplay between them and the manner by which the alleged illegal tax was incorporated into each. Class Counsel also prepared and filed class claims in compliance with the Government Claims Act.. After filing of the Complaints, the five () separate law firms that comprise of Plaintiffs Counsel cooperated in organizing themselves into a working structure to effectively and efficiently prosecute the claims on behalf of Plaintiffs and the proposed Class. This effort resulted in the filing of a Consolidated Class Action Complaint in October, 0. Plaintiffs also served the first round of written discovery, to which Defendants provided substantive responses in December, 0.. Plaintiffs Counsel also monitored the City s 0 Ordinance rate-making process which included review of LADWP s slideshow presentations, Energy and Environment

7 0 0 Committee actions, Office of Public Accountability ( OPA ) (i.e. ratepayer advocate) documents, a voluminous Power System Rate Action Report dated July 0 which included a Proposed Rate Plan, a Cost of Service Study, and detailed financial objections for the electric facility. Plaintiffs counsel also coordinated and prepared protest letters and presented them in person at a LADWP Board of Commissioners meeting and at a City Council meeting.. After a stipulated briefing schedule, Defendants filed a Motion for Judgment on the Pleadings (the Motion ), which Plaintiffs Counsel opposed. Plaintiffs Opposition was based on extensive research into the City s arguments and California Public Utilities Code section At the April, 0 hearing on Defendants motion for judgment on the pleadings before the Honorable Jane Johnson, the Court granted Defendants Motion, ruling Plaintiffs claims were subject to the 0-day limitations period set forth in California Public Utilities Code section But the Court gave Plaintiffs leave to amend to allege claims derived from and based on the 0 Rate Ordinance, which took effect April, 0, and to allege, inter alia, that Plaintiffs claims did not begin to run until the City adopted an ordinance transferring funds from the LADWP to the City. Attached hereto as Exhibit I is a true and correct copy of the Notice of Ruling on Defendants Motion for Judgment on the Pleadings.. Plaintiffs engaged in significant and extensive fact and expert discovery. Plaintiffs served Form Interrogatories, Special Interrogatories, and Requests for Production of Documents, to which the City served initial and supplemental written responses. Plaintiffs served (person most knowledgeable) deposition notices to Defendants on numerous topics. Plaintiffs conducted an exhaustive review of thousands of pages of documents, including voluminous public records and City / LADWP financial statements, projections, and disclosures concerning electricity rates, the costs related to providing electricity to LADWP customers, disputes between the City and LADWP over the transfers and over adjustments to the ECAF, ratemaking documents including the Power Action Report, and the terms and legislative history of the various rate ordinances and transfer ordinances at issue. Moreover, Plaintiffs attended public hearings at the LADWP Board meeting and City Council meeting regarding the adoption

8 0 0 of 0 Rate Ordinance, prepared protest letters which were presented in person. Due to the complexities presented, the Parties engaged in numerous in-person and telephonic meet-andconfer sessions, which resulted in both amended discovery responses, as well as an exchange of informal discovery relating to the nature, methodology and amounts of revenue subject to City transfer under the 00 Rate Ordinance, 0 Rate Ordinance, and 0 Rate Ordinance.. Plaintiffs Counsel also studied and reviewed the historic processes and mechanisms that the City utilized to calculate the transfer of surplus power revenues going back to Fiscal Year They studied and reviewed memoranda detailing the Power System City Transfer Calculations, Board Approval Letters, DWP Resolutions, City Ordinances, Comprehensive Annual Financial Reports ( CAFRS ) and public comments.. In order to better understand the dynamics within the City related to the transfer, Plaintiffs Counsel inspected and analyzed issues regarding a 00 request from the LADWP to modify a rate component, Energy Cap Adjustment Factor ( ECAF ), and the subsequent dispute between the LADWP and the City Council in 00 regarding transfers of electric fee revenue to the City s Reserve Fund. Materials reviewed included, but were not limited to, memos exchanged within the City and a report issued by a third-party consultant, Crowe Horwath, regarding the feasibility for the transfer of surplus power revenues. Counsel also studied how those disputes may have led the City to initiate two ballot measures in March 0: Charter Amendment J that approved a revision to Section of the City Charter (the transfer provision) and Charter Amendment I that created the OPA which serves as an independent watchdog to scrutinize water and electric rates. 0. Other litigation related work performed by Plaintiffs Counsel included, but was not limited to, meetings, s, and telephone calls between co-counsel and with defense counsel, preparing privileged memoranda, communicating with the Class Representatives, preparing case management statements and attending case management hearings, etc.. Discovery efforts did not terminate upon tentative settlement of this matter. In fact, settlement was expressly contingent upon the completion of a robust course of

9 0 0 confirmatory discovery. Confirmatory discovery conducted included a person most qualified deposition (given by LADWP chief financial officer Jeffrey Peltola) relating to: (i) the 00 Rate Ordinance; (ii) the 0 Rate Ordinance; (iii) the 0 Rate Ordinance; (iv) the billing procedures and customer data and revenue generated pursuant to the 00 Rate Ordinance; (iv) the gross operating revenues generated pursuant to the 00, 0, and 0 Rate Ordinances; (vi) the transfer of funds from the Power Revenue Fund to the Reserve Fund; (vii) the process and methodology of setting future power rates through the Board Letter Approval process, required by Los Angeles City Charter, art. VI, ; and (viii) the process and methodology of determining projections of revenues for future fiscal periods. Plaintiffs also conducted several detailed interviews of various LADWP officials regarding these subjects at issue in the deposition notices. Finally, the City produced further voluminous documents in response to another set of Requests for Production, which the Plaintiffs also reviewed and analyzed.. Plaintiffs also consulted with various Los Angeles electric power rate advocates and other experts. Notably, Plaintiffs retained an experienced industry consultant and former LADWP -year employee and finance executive, Gregory Black. Mr. Black assisted with the analysis of the applicable electric power rates and rate categories; LADWP s methodology and process regarding power rates and projected revenues, LADWP s costs of providing electrical service, amounts of revenue subject to transfer to the City under the 00, 0 and 0 Rate Ordinances, and 0 Rate Ordinance and 0 Rate Ordinance; and analysis of the employment of Pass-Through Charges associated with the 00 Rate Ordinance (ECA, RCAF, ESA and REA) and 0 Rate Ordinance (the VEA, the CRPSEA, the VRPSEA, and the IRCA). Mr. Black also assisted in and conducted interviews of various LADWP executives regarding these subject matters (with City approval).. Class counsel discovery revealed the total retail operating revenues collected by the LADWP in each fiscal year are stated in City of Los Angeles Department of Water and Power, Power System Financial Statements audited by KMPG. Through my review of these documents, I learned that the following retail operating revenues were collected by the LADWP

10 0 0 during the following fiscal years ( FY ): FY 0-0: $,0,000,000 FY 0-0: $,0,000,000 FY 0-0: $,,000,000 FY 0-0: $,,000,000 FY 0-0: $,,000,000. As set forth in the Financial Case No. (discussed further by Greg Black in his declaration lodged herewith) the LADWP estimates that it will collect $,00,000,000 in retail operating revenues in FY -. Because the Class is comprised of all persons who held Retail Customer Accounts during the period January, 0 through the date preliminary approval is granted (estimated to be the end of the FY -), a reasonable estimate of the amount of total operating revenue collected during the class period is $,0,000,000. This figure represents the total of all retail operating revenue collected from FY - through FY - and half the retail operating revenue in FY - because the class period landed about halfway in that fiscal year. Eight percent of the total revenue collected during the class period, or $,0,000,000, is $,,0,000.. Additionally, discovery obtained by Class Counsel indicates that of the approximately,, service agreements under which electric service was provided to Class Members, approximately,0 have been terminated as of April 0, 0., of these service accounts have outstanding balances that total $,,.. Plaintiffs were advised that LADWP was unable to obtain data regarding how many of these,0 service agreements related to the same Class Member.. The Parties engaged in exhaustive, informed, and arm s-length negotiations that lasted well over a year. On June 0, 0, after extensive pre-mediation settlement discussions and negotiation which involved in-person meetings between counsel as well as many telephonic conferences, the Parties engaged in mediation before the Honorable Carl J. West (Ret.) at JAMS to determine if a fair compromise and settlement could be reached considering all applicable and relevant factors and risks. Judge West is an experienced class action mediator and former Judge in the complex case department at the Los Angeles Superior Court. Although the matter 0

11 0 0 did not resolve at the in-person mediation, numerous other settlement discussions, both inperson and telephonic, occurred, all under the supervision of Judge West.. The Parties ultimately reached a tentative settlement that was reduced to writing. As part of the Settlement Agreement, Defendants shall refrain from transferring to any City account more than eight percent (%) of the Retail Operating Revenues (of the prior Fiscal Years) billed to Retail Customers pursuant to the 00 Rate Ordinance and the 0 Rate Ordinance. This is meaningful because under City Charter (b), the City has discretion to transfer more there is no fixed amount. (See Exhibit G.). Additionally, as part of the Settlement Agreement, within thirty (0) days after the Court grants preliminarily approval, Defendants will deposit Fifty-Two Million Dollars ($,000,000) ( Settlement Fund ) into a separate interest bearing bank account to be administered by KCC. (SA.) This amount is the City s best estimate of the % surcharge on the 0 Rate Ordinance from April, 0 (its effective date) the Date of Cessation.. On September, 0, this Court granted Plaintiffs Motion for Preliminary Approval of Class Action Settlement. The City, through its counsel, has confirmed that the Date of Cessation is July, 0, and on or about October 0, 0, Defendants deposited Fifty-Two Million Dollars ($,000,000) into the escrow account administered by KCC pursuant to the terms of the Settlement Agreement. 0. The proposed Settlement is presumptively fair because it was reached following protracted, and at times contentious, arm s-length negotiations. In this regard, the proposed Settlement resulted after over a year of negotiations, including one in-person mediation session before Judge West (Ret.), and numerous telephonic conferences before Judge West (Ret.).. By way of background, in 00, I founded RLO. On January, 0, RLO filed on behalf of Plaintiff Tyler Chapman a Petition for Writ of Mandate and Complaint in the Superior Court of the State of California for the County of Los Angeles alleging the City, the LADWP, and the Power Board of Commissioners (the Board ), illegally imposed, increased, and extended taxes in violation of the California Constitution and Government Code (Cal.

12 0 0 Const. art. XIIIC,, subds. (b) and (d), and Gov t Code, ) by way of the yearly eight percent (%) transfer from the LADWP to the City (the City Transfer ). Plaintiffs further sought equitable, injunctive, and declaratory relief to compel the City, the LADWP and the Board to comply with these California constitutional provisions and California Government Code sections.. On May, 0, RLO was renamed RMO, which remained as one of the counsel on behalf of Plaintiffs.. On August, 0, I, my partner Caleb LH Marker, and our associate, Hannah P. Belknap, joined ZR. Mr. Marker and I are currently partners in ZR.. I have over years of experience practicing law in California. I am a graduate of Harvard University and the University of the Pacific, McGeorge School of Law. I have been a member in good standing of the State Bar of California since. I am also admitted to practice law before the following Courts: United States District Court for the Southern, Central, and Northern Districts of California; and the United States Court of Appeals for the Ninth Circuit.. I have never faced any disciplinary action or received any sanction from a state bar association for misconduct or an ethical violation.. I have been actively involved in this litigation since its inception. My involvement in this matter has included, but has not been limited to, the following tasks: a. Conducting an extensive pre-suit and continuing investigation into the claims contained in the operative complaint, and reviewing numerous documents relating to Defendants; b. Strategizing case theories with co-counsel; c. Meeting and conferring with co-counsel on an ongoing basis; d. Meeting and conferring with opposing counsel on an ongoing basis; e. Discussing case matters with one of the named plaintiff, Tyler Chapman; f. Participating in the drafting and reviewing of numerous pleadings and settlement documents as well as performing requisite legal research;

13 0 0 g. Participating in the drafting and review of Form Interrogatories, Requests for Admission, Special Interrogatories and Requests for Production of Documents; h. Preparing for and participating in numerous in-person and telephonic meetand-confers regarding discovery responses; Court; i. Preparing for, attending, and participating in numerous hearings before this j. Preparing for and participating in an in-person mediation session before the Honorable Carl J. West (Ret.) and numerous telephone conferences relating thereto; k. Retaining and conferring with expert witnesses, including Mr. Greg Black, and addressing discovery matters and document review pertinent to his declaration filed with this Court; l. Participating in and handling settlement negotiations both at JAMS and thereafter with Defendants and Defendants counsel; m. Participating in the drafting and review of confirmatory discovery after a tentative settlement was reached; and n. Reviewing Defendants voluminous documentation regarding the nature, methodology, and amounts of revenue subject to the City Transfer under the 00 Rate Ordinance, 0 Rate Ordinance, and 0 Rate Ordinance, voluminous documentation regarding the methods and calculations used by the LADWP to set Power Rates to its customers, and relevant financial records, and discussing their significance with expert consultants and co-counsel.. Only after completing all of the forgoing tasks, was the Settlement reached in this matter finalized. Moreover, as is demonstrated by the numerous meet-and-confers regarding pre- and post-mediation discovery issues, as well as the numerous settlement discussions that took place in-person and telephonically, this Settlement was clearly the result of arm s-length negotiation.. I have extensive experience in the prosecution and settlement administration of mass tort actions and class actions. A significant portion of my experience since has been

14 0 0 devoted to representing individuals who contest allegedly unlawful practices regarding various areas including, but not limited to, toxic exposure, consumer rights, and unfair competition law.. In addition, I have recently served or presently serve as either lead liaison counsel, class counsel, and/or served on the plaintiffs steering committee in numerous actions, including those listed in the firm resume of RLO attached hereto as Exhibit J. Since becoming a partner in Zimmerman Reed, LLP, I have been appointed to the plaintiffs steering committee in In Re UCLA Health Systems, Lead Case No. BC, and in In Re Experian Data Breach Litigation, Case No. :-cv-0-ag (DFMx). 0. I am personally familiar with Business and Professions Code section 00 et seq. ( UCL ) and the Consumer Legal Remedies Act, California Civil Code section 0 et seq. ( CLRA ), including cases involving class action allegations. These cases, listed in the attached firm resume, include Mahoney v. Fidelity (alleging violation of UCL), DiSimone v. DS Waters of America (alleging false advertising and violation of UCL and CLRA), Trouth v. Déjà vu Consulting (alleging unfair business practices), Patterson v. - Perez (alleging violation of UCL), Montreuil v. The Ensign Group (alleging violation of UCL vis-à-vis nursing home understaffing), and Davidson v. United Yellow Pages (Employment).. In Mahoney v. Fidelity, I and co-counsel challenged defendants business practices relating to the disclosure of title insurance commissions to mortgage borrowers and ultimately obtained class relief valued at more than $ million.. In DiSimone v. D.S. Waters, I and co-counsel challenged the defendant s advertising and business practices and ultimately obtained class relief valued at more than $ million.. On April, 0, the Court in Trauth, et al. v. Spearmint Rhino Companies Worldwide, Inc., et al. appointed me lead class counsel after obtaining preliminary approval of a nationwide settlement providing over $0 million in monetary relief and $ million in injunctive relief (an economist-calculated present value of the reclassification of thousands of employees).

15 0 0. On July, 0, the Court in Doe v. Cin-Lan, Inc., et al., awarded final approval of nationwide class action settlement providing more than $. million in relief to over 0,000 class members.. On March, 0, the Court in Pappas v. Naked Juice, United States District Court, Central District of California, Case No. CV-0-JAK (PLAx), appointed me as colead interim class counsel. The settlement involved a national class providing more than $ million in relief and significant injunctive relief including product label changes and the implementation of significant additional quality control measures.. On February, 0, the Court in Montreuil v. The Ensign Group, Inc., et al., Los Angeles Superior Court, Case No. BC (Complex) appointed me as co-lead class counsel after obtaining preliminary and final approval of a statewide settlement providing up to $ million in monetary and injunctive relief. Attached hereto as Exhibit K is a true and correct copy of the excerpts of the Court s transcript of the hearing on final approval commending class counsel s handling of the case.. On February, 0, the Court in Von Slomski v. The Hain Celestial Group, Inc., United States District Court, Central District of California, Case No. SACV - AG (ANx), appointed me as co-lead interim counsel in a contested motion and hearing pursuant to Fed. R. Civ. P. (g) ( Weighing all the Rule (g) factors, and recognizing that the call is a close one, the Ahdoot & Wolfson, P.C. and Ridout Lyon + Ottoson, LLP as interim co-lead class counsel ).. On July, 0, the Court in Michigan Finance Authority v. Kiebler, et al., Michigan Court of Claims, Case No MZ appointed me as co-lead class counsel after obtaining preliminary and final approval of a nationwide settlement providing $. million in monetary relief. Michigan Court of Claims. Significantly, this was the first class action case adjudicated before the. On October, 0, the Court in Etter, et al. v. Norcold, Inc., United States District Court, Central District of California, Case No. :-CV-000 JLS (RNB), appointed

16 0 0 me as co-lead class counsel after obtaining preliminary and final approval of a nationwide settlement providing $ million in monetary relief. 0. Attached as Exhibit L hereto is a true and correct copy of the list of Zimmerman Reed leadership appointments in Class Actions. firm resume.. Attached as Exhibit M hereto is a true and correct copy of Zimmerman Reed s. In sum, I believe that the foregoing facts establish that ZR has the requisite experience and qualifications to represent the Class and, consequently, Plaintiffs have retained counsel with substantial experience, particularly in consumer cases involving unfair competition, with a proven success in the area of complex class action litigation. I personally, and other attorneys and staff, at RLO, RMO, and ZR have done a great deal of work identifying and investigating the claims of the Class in this Action. As to their efforts since this Action was filed, RLO, RMO, and ZR have conducted and/or participated in activities including numerous meet and confers with Co-Counsel and Defendants to avoid unnecessary motion practice; drafting and filing of multiple complaints; drafting and filing of comprehensive, disputed pleadings regarding motions for leave to file amended pleadings, discovery disputes, and certification; analyzing thousands of pages of documents produced by Defendants; propounding and responding to discovery; engaging in meet-and-confer efforts regarding discovery disputes; preparing for and participating in an in depth, complex mediation session before the Honorable Carl J. West (Ret.) and multiple telephone conferences; and expending significant time and efforts in the negotiation and drafting of all settlement documentation. Based upon my experience, my participation in the litigation of this Action, my participation in the significant negotiations which took place under the close supervision of the Honorable Carl J. West (Ret.), my participation in the preparation of the Settlement documentation, and review of all pleadings and discovery produced in this Action, I believe that the Settlement reached in this Action presents terms that are fair, reasonable, and adequate, and that RLO, RMO, and ZR contributed significantly to achieve this result. I have a deep appreciation for the risks and possible

17 0 0 outcomes for the Class in this matter. It is my opinion and judgment that the proposed Settlement achieves an excellent outcome for the Class in light of those risks, is in the best interest of the Class, and should be approved by the Court.. I have personally reviewed the detailed, work-in-progress reports/time records kept contemporaneously by both Ridout Lyon + Ottoson, LLP, Ridout Marker + Ottoson, LLP and Zimmerman Reed LLP and have verified that the information contained in such records is accurate. This time was necessary and reasonable for the prosecution of this matter. Care was taken in ensuring that the attorney and paralegal time spent on this case was devoted to necessary and not duplicative tasks. The billable rates for attorneys and paraprofessionals were the rates charged by those respective firms. The rates billed for professional and paraprofessional services provided were regular and customary for similar complex cases handled to date, and which have been approved by other Courts. Moreover, at all times, Class Counsel worked cooperatively and coordinated their efforts to ensure efficiency in all tasks and avoid duplicative efforts.. To date, Class Counsel have yet to be reimbursed for their time and expenses generated in performing all of the professional work done in this case. Class Counsel s professional fees are totally contingent and depend on a fee and expense award by this Court. As a result of the commitments with respect to representing and prosecuting this action on behalf of the Class as set forth herein, ZR has incurred significant opportunity costs associated by not being able to take on other cases.. Whenever possible, litigation tasks were assigned to junior professionals who bill at a lower rate, however, due to the complexity of the materials and the importance of the issues, many of the tasks required partner participation. The total amount of professional fees billed to date is $,.0. The following chart reflects the name, position, years of experience, billing rate and hours billed by each attorney of Zimmerman Reed LLP.

18 0 0 Name Position Experience Billing Rate Hours Billed Christopher P. Ridout Partner years $/hour 0.0 J. Gordon Rudd Partner years $/hour.0 Carolyn G. Anderson Partner 0 years $/hour.0 Caleb L.H. Marker Partner years $/hour.0 Andre S. LeBarge Of Counsel years $/hour.0 Hannah P. Belknap Associate years $/hour.0 Allyssa J. Leary Associate years $/hour.0 Devon C. Holstad Associate years $/hour.0 TOTAL,.0 In addition to the above referenced professional services provided by them, Ridout Lyon + Ottoson LLP and Zimmerman Reed LLP also incurred significant out-of-pocket costs on behalf of the Class in prosecuting this Action. The total amount of costs incurred and paid is $,.. Each of the itemized costs incurred were reasonably necessary in prosecuting this Action. Like our professional time, all such costs were advanced on a contingent basis and carried the possibility that we would eventually not be reimbursed if litigation risks materialized. The following chart categorizes and identifies the costs incurred on behalf of the Class in prosecuting this Action: Filing Fees $.0 Attorney Service Fees $,0. Postage $. Case Anywhere Service Fees $,0.0 Mediation Fee $,0.00 Parking $0.0 Total $,.

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