All-152. Plaintiffs, and

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1 Sara Hippert, Dave Greer, Linda Markowitz, Dee Dee Larson, Ben Maas, Gregg Peppin, Randy Penrod and Charles Roulet, individually and on behalf of all citizens and voting residents of Minnesota similarly situated, STATE OF MINNESOTA SPECIAL REDISTRICTING PANEL All-152 and Plaintiffs, Kenneth Martin, Lynn Wilson, Timothy O'Brien, Irene Peralez, Josie Johnson, Jane Krentz, Mark Altenburg and Debra Hasskamp, individually and on behalf of all citizens of Minnesota similarly situated, HIPPERT PLAINTIFFS' MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR ATTORNEYS' FEES and Intervenors, Audrey Britton, David Bly, Cary Coop, and John Mcintosh, individually and on behalf of all citizens of Minnesota similarly situated, vs. Intervenors, Mark Ritchie, Secretary of State of Minnesota; and Robert Hiivala, Wright County Auditor, individually and on behalf of all Minnesota county chief election officers, Defendants.

2 INTRODUCTION Plaintiffs Sara Hippert et al. (the "Plaintiffs") bring this motion pursuant to 42 U.S.C. 1988(b). Plaintiffs are entitled to an award of reasonable attorneys' fees and costs because they were prevailing plaintiffs in this litigation. They request the Panel to award them $225,000 for fees, an amount that, when adjusted for increases in hourly billing rates for lawyers over the past decade, is comparable to or less than the fees requested in the most recent prior redistricting litigation. They also request that the Panel award them $20, for costs and expenses actually incurred. FACTUAL BACKGROUND Plaintiffs filed this action on January 21, 2011 pursuant to 42 U.S.C and 1988 to redress violations of the United States Constitution and to obtain declaratory relief pursuant to Minn. Stat et seq. See generally Complaint (Jan. 21, 2011). Plaintiffs alleged that the congressional and legislative districts in Minnesota were unequally apportioned based on the 2010 United States Census and violated the rights of Plaintiffs and other similarly situated individuals under the Fifth and Fourteenth Amendments of the United States Constitution and Article 1, Section 2 of the Minnesota Constitution.!d. Plaintiffs petitioned the Minnesota Supreme Court to appoint a Special Redistricting Panel to enact new congressional and legislative redistricting plans in advance of the 2012 elections in the event that the Minnesota Legislature and Governor failed to do so. See Petition for Appointment of Special Redistricting Panel (Jan. 25, 2011 ). The Minnesota Supreme Court granted Plaintiffs' petition and appointed the

3 Special Redistricting Panel. See Supreme Court Order (Feb. 14, 2011); see also Supreme Court Order Appointing a Special Redistricting Panel (Jun. 1, 2011). The Special Redistricting Panel accepted briefs and argument from the Plaintiffs and Intervenors concerning the adoption of redistricting principles to guide the development of new plans. See Order Stating Redistricting Principles and Requirements for Plan Submissions (Nov. 4, 2011). The Special Redistricting Panel also accepted proposed redistricting plans as well as supporting briefs and argument from the parties regarding the proposals. See e.g., Hippert Legislative Brief (Nov. 18, 2011); Hippert Congressional Brief (Nov. 18, 2011); Order on Scope of January 4, 2012 Oral Argument (Dec. 23, 2011). The Minnesota Legislature and Governor did not enact redistricting plans, and, the Special Redistricting Panel issued final orders adopting new congressional and legislative plans for Minnesota on February 21, See Final Order Adopting a Congressional Redistricting Plan (Feb. 21, 2012); Final Order Adopting a Legislative Redistricting Plan (Feb. 21, 2012). The Panel held that "the population of the State of Minnesota is unconstitutionally malapportioned among the state's current congressional districts established following the 2000 census... " and that "the population of the State of Minnesota is unconstitutionally malapportioned among the state's current legislative districts established following the 2000 census... " See Final Order Adopting a Congressional Redistricting Plan, at 4 (Feb. 21, 2012); Final Order Adopting a Legislative Redistricting Plan, at 5 (Feb. 21, 2012). 2

4 Because the previously established districts were unconstitutional, the Panel enjoined Defendants from using those districts in the 2012 primary and general elections, and the Panel adopted its own congressional and legislative redistricting plans. See Final Order Adopting a Congressional Redistricting Plan, at 22 (Feb. 21, 2012); Final Order Adopting a Legislative Redistricting Plan, at 22 (Feb. 21, 2012). While the Panel did not adopt in its entirety any redistricting plan proposed by a party, the Panel held that "certain elements from each proposed redistricting plan are reflected" in both the congressional plan and the legislative plan that the Panel adopted. See Final Order Adopting a Congressional Redistricting Plan, at 7 (Feb. 21, 2012); Final Order Adopting a Legislative Redistricting Plan, at 8 (Feb. 21, 2012). No party has taken an appeal or otherwise challenged those final decisions. ARGUMENT I. PLAINTIFFS ARE PREVAILING PARTIES UNDER 42 U.S.C Section 1983 provides that citizens may seek relief from persons who, under color of any statute, deprive any citizen of constitutional rights. 42 U.S.C Section 1988(b) allows a prevailing party in a civil rights action to recover reasonable attorneys' fees as part of its costs. 42 U.S.C. 1988(b); see also Shepard v. City of St. Paul, 380 N.W.2d 140, 143 (Minn. Ct. App. 1985) ("Attorneys for successful civil rights plaintiffs should recover a fully compensatory fee.") (citing Hensley v. Eckerhart, 103 S.Ct. 1933, 1940 (1983)). "[T]he United States Supreme Court requires an award of attorney fees to a prevailing party unless special circumstances would render an award unjust." Welsh v. 3

5 City of Orono, 355 N.W.2d 117, 124 (Minn. 1984) (citing Newman v. Piggie Park Enters., 390 U.S. 400, 402 (1968)). Because the congressional intent of authorizing fee awards is to encourage enforcement of civil rights laws, courts must liberally construe section 1988(b) to achieve that end. See Reome v. Gottlieb, 361 N.W.2d 75, 77 (Minn. Ct. App. 1985). A party is deemed to be a prevailing party in an action brought under section 1983 if that party "has succeeded on any significant issue in litigation which achieve[ d] some of the benefit the parties sought in bringing the suit." Tex. State Teachers Ass 'n v. Garland Indep. Sch. Dist., 489 U.S. 782, (1989) (quotation omitted). For a party to prevail in an action, there must be only some resolution of the action that changes the nature of the relationship of the parties. Id. Here, Plaintiffs succeeded on significant issues in the litigation and achieved the benefits they sought in bringing the action. Plaintiffs asked the Special Redistricting Panel to declare unconstitutional the congressional and legislative redistricting plans established after the 2000 Census. The Panel granted that relief, enjoined use of the previous districts, and adopted new redistricting plans that reflect elements of the plans proposed by Plaintiffs. The Panel's final orders altered the relationship between the Plaintiffs and the Defendants by preventing the Defendants - certain state and county officials - from conducting elections using the previous districts. Accordingly, Plaintiffs are prevailing parties within the meaning of 42 U.S.C. 1988(b) and are entitled to reasonable attorneys' fees. See Zachman et al. v. Kiffmeyer et al., No. C , Order Awarding 4

6 Attorney Fees, at 2-5 (Minn. Special Redistricting Panel, Oct. 16, 2002); Crain v. City of Mountain Home, Ark., 611 F.2d 726, 730 (8th Cir. 1979) (awarding attorneys' fees after city attorney election ordinances were declared unconstitutional); see also In re Kan. Cong. Dist. Reapportionment Cases, 745 F.2d 610, 611 (loth Cir. 1984) (holding that "the existing congressional districts were unconstitutional" and that "[t]he plaintiffs' constitutional rights therefore were threatened, and they did not need to rely on [the secretary of state's] assertion that he would not enforce the existing districts."); Daggett v. Kimmelman, 617 F. Supp. 1269, 1274 (D. N.J. 1985), affd and remanded, 811 F.2d 793 (3d Cir. 1987) ("[S]tate legislative-apportionment cases secure rights for which section 1983 provides a remedy..."). II. PLAINTIFFS SHOULD BE AWARDED REASONABLE ATTORNEYS' FEES AND COSTS. The amount of a fee award under section 1983 depends upon a number of factors, including "the plaintiff's overall success; the necessity and usefulness of the plaintiff's activity in the particular matter for which fees are requested; and the efficiency with which the plaintiff's attorneys conducted that activity." Jenkins v. Missouri, 127 F.3d 709, 718 (8th Cir. 1997); see also State v. Humphrey v. Alpine Air Prods., 490 N.W.2d 888, 896 (Minn. Ct. App. 1992), aff'd, 500 N.W.2d 788 (Minn. 1993) (affirming an ward of attorney fees where the court considered, inter alia, fees customarily charged for similar legal services). In prior redistricting litigation, the successful parties sought and were awarded fees that partially compensated them for the cost of the litigation. In Zachman, the 5

7 Zachman parties requested $114, in fees. See Affidavit of Timothy D. Kelly in Support if Zachman Plaintiffs' Motion for Attorneys' Fees, Costs and Disbursements (June 26, 2002). The Cotlow parties requested $139,895. See Bill and Memorandum of Costs and Disbursements and Affidavit of Alan W. Weinblatt (May 16, 2002). The Moe parties requested $132, See Affidavit of Brian Melendez (May 29, 2002). Ventura requested $54, See Memorandum in Support of Plaintiff-Intervenor Jesse Ventura's Motion for Attorneys' Fees, at 11 (May 20, 2002). Notably, the request by the Zachman parties did not include all the fees incurred, but was limited to an amount that they deemed reasonable to request from the panel. See Affidavit of Timothy D. Kelly in Support if Zachman Plaintiffs' Motion for Attorneys' Fees, Costs and Disbursements (June 26, 2002) ("Kelly & Berens, P.A. declines to seek attorney fees or expenses in this proceeding."). The Zachman panel awarded each of the principal parties in the litigation $100,000 in attorneys' fees. See Zachman, Order Awarding Attorneys' Fees (Oct. 22, 2002). The Zachman panel awarded $51, in attorneys' fees to Ventura, and also awarded each party up to $4,500 in costs. Id. This litigation was as complex, hard-fought, and time-intensive as the Zachman litigation. It concerned a topic of critical importance. Plaintiffs sought to vindicate the constitutional rights of all Minnesota voters, and not just their own constitutional rights. Effective representation of Plaintiffs required analyzing a large amount of data and synthesizing that data into persuasive arguments. All of the parties involved were represented by competent counsel who presented effective arguments on behalf of their clients. Plaintiffs' counsel prepared detailed submissions for the Panel in support of 6

8 Plaintiffs' proposed redistricting plans and in opposition to the redistricting plans proposed by the other parties, which were helpful to the Panel in developing their final redistricting plans. The total fees incurred by Plaintiffs were greater than the amount sought in this fee application. See Affidavit of Eric J. Magnuson, at,-r 14; see also Affidavit of Tony P. Trimble, at,-r 10. However, balancing all of the factors that are involved in a fee award, the Hippert plaintiffs respectfully request an award of $225,000 in fees, plus $20, in costs. When adjusted for increases in attorney billing rates over the last decade, the amount of fees requested by Plaintiffs is comparable to, and in fact lower than, the average amount requested by the principal parties in the most recent prior redistricting litigation. See Affidavit of Eric J. Magnuson, at,-r 13. The costs requested were actually incurred and were necessary for effective representation of the Plaintiffs. CONCLUSION This litigation was necessary because the Governor and the Legislature failed to adopt new congressional and legislative districts after the 2010 Census. By initiating and participating in this litigation, Plaintiffs served a critical role in protecting the constitutional rights of the citizens of Minnesota. Under 42 U.S.C. 1988(b ), Plaintiffs are entitled to an award of attorneys' fees and costs. Plaintiffs respectfully request that the Panel grant this motion for attorneys' fees and costs. 7

9 BRIGGS AND MORGAN, P.A. Eric. Magnuson ( #006 1 Elizabeth M. Brama (#03 47 Michael C. Wilhelm (# ) 2200 IDS Center 80 South Eighth Street Minneapolis, Minnesota TRIMBLE & ASSOCIATES, LTD. Tony P. Trimble, # Matthew W. Haapoja, # Wayzata Boulevard, Suite 130 Minnetonka, MN ATTORNEYS FOR HIPPERT PLAINTIFFS 8

10 Sara Hippert, Dave Greer, Linda Markowitz, Dee Dee Larson, Ben Maas, Gregg Peppin, Randy Penrod and Charles Roulet, individually and on behalf of all citizens and voting residents of Minnesota similarly situated, STATE OF MINNESOTA SPECIAL REDISTRICTING PANEL All-152 and Plaintiffs, AFFIDAVIT OF ERIC J. MAGNUSON Kenneth Martin, Lynn Wilson, Timothy O'Brien, Irene Peralez, Josie Johnson, Jane Krentz, Mark Altenburg and Debra Hasskamp, individually and on behalf of all citizens of Minnesota similarly situated, and Intervenors, Audrey Britton, David Bly, Cary Coop, and John Mcintosh, individually and on behalf of all citizens of Minnesota similarly situated, vs. Intervenors, Mark Ritchie, Secretary of State of Minnesota; and Robert Hiivala, Wright County Auditor, individually and on behalf of all Minnesota county chief election officers, Defendants. 1

11 STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN) I, Eric J. Magnuson, being duly sworn, state as follows: 1. I am an attorney and shareholder with the law firm of Briggs and Morgan, P.A. I represent Plaintiffs Sara Hippert et al. (the "Plaintiffs") in the above-captioned litigation. This affidavit is based on my personal knowledge. 2. I am a 1976 graduate of William Mitchell College of Law. Before graduation, I served as law clerk to the Honorable Douglas K. Amdahl, Chief Judge of the Hennepin County District Court. After graduation, I served as law clerk to the Honorable Robert J. Sheran, Chief Justice of the Minnesota Supreme Court. From 1977 to 2007, I practiced law in the Litigation Department of Rider Bennett. I was the head of that firm's appellate practice group, and I served as managing partner. In 2007, I joined Briggs and Morgan, P.A. 3. In June of 2008, I was named the Chief Justice of the Minnesota Supreme Court. After serving as Chief Justice of the Minnesota Supreme Court, I returned to private practice at Briggs and Morgan, P.A. in July of Among other professional activities, I have served as President of the 8th Circuit Bar Association, President of the American Academy of Appellate Lawyers, President of the Minnesota Defense Lawyers Association, Co-Chair of the American Bar Association Section of Litigation Appellate Practice Committee, and Co-Chair for the Appellate Advocacy Committee of the American Bar Association Tort Trial and Insurance Practice Section. I have served as an associate professor at William Mitchell 2

12 College of Law, the University of St. Thomas School of Law, and the Humphrey Institute of Public Affairs. 5. During my years of private legal practice, I have worked on hundreds of litigated matters. My practice has focused primarily on appellate matters, but I also have regularly consulted with trial attorneys on complex procedural and substantive issues. 6. I am familiar with the prevailing hourly rates charged by lawyers m Minneapolis and St. Paul. As the managing partner at Rider Bennett, I was responsible for setting the hourly rates charged by litigation lawyers. At both Rider Bennett and Briggs and Morgan, P.A., I have supervised the handling of litigation matters by other lawyers and reviewed and approved fee statements sent to clients. I have also served as an expert witness and special master in fee disputes. I am familiar with what constitutes reasonable attorneys' fees in litigation matters and what work is reasonably necessary to represent clients in such matters. 7. During this litigation, Plaintiffs were represented by two law firms: Briggs and Morgan, P.A. and Trimble & Associates, Ltd. Briggs and Morgan, P.A. was primarily responsible for drafting briefs, preparing presentations, and representing Plaintiffs in proceedings before the Special Redistricting Panel. Briggs and Morgan brought special expertise to the litigation, including service by Elizabeth Brama as Panel Counsel in the 2001 redistricting litigation. Trimble & Associates provided strategic advice and counsel and assisted with the preparation of briefs and representation of Plaintiffs in proceedings before the Special Redistricting Panel. Trimble & Associates has substantial experience with previous redistricting litigation. 3

13 8. Each of the attorneys who worked on this matter is a practicing member of the Minnesota bar and is in good standing. During this litigation, these attorneys engaged in: (i) legal and demographic research; (ii) consulting with and advising clients; (iii) consulting with demographic consultants; (iv) analyzing existing and proposed redistricting plans; (v) drafting and revising briefs, pleadings, and presentations; (vi) analyzing the pleadings, briefs, arguments, and proposed redistricting plans of other parties involved in the litigation; and (vii) preparing for and presenting oral arguments and Powerpoint presentations to the Special Redistricting Panel. 9. The hourly rates of attorneys in the Minneapolis and St. Paul metropolitan area have significantly increased since the last award of attorneys' fees in redistricting litigation in Minnesota. A September 2000 billing rate survey by management consultant, Robert Hayden, shows that the hourly billing rates for attorneys at large firms in Minneapolis and St. Paul in 2000 were as follows: 1st Quartile Mean 3 rd Quartile High-Level Equity $315 $283 $255 Partner Mid-Level Equity $280 $262 $250 Partner Low Level Equity $225 $215 $205 Partner Associate (Class of $165 $157 $ ) 10. I have also recently reviewed a May 2011 survey by Price Waterhouse Cooper concerning the rates charged by lawyers in the Minneapolis and St. Paul area. According to the May 2011 Price Waterhouse Cooper survey, the hourly billing rates for attorneys at large firms in Minneapolis and St. Paul in 2011 were as follows: 4

14 1st Quartile Median 3rd Quartile High-Level Equity $725 $630 $600 Partner Mid-Level Equity $474 $468 $430 Partner Low-Level Equity $343 $328 $325 Partner Associate (Class of $277 $270 $ ) 11. The hourly rates charged by Plaintiffs attorneys are consistent with reasonable and customary rates charged in the Minneapolis and St. Paul legal community. The rates charged are equivalent to or less than the median prevailing rates identified in the 2011 billing survey from Price Waterhouse Cooper. 12. Comparing the 2000 Robert Hayden survey with the 2011 Price Waterhouse Coopers survey, the rates for attorneys in the Minneapolis and St. Paul metropolitan area have increased over the past decade by approximately: 122% for high-level equity partners; 78% for mid-level equity partners; 52% for low-level equity partners; and 72% for mid-level associates. On average, attorneys' fees in the Minneapolis and St. Paul metropolitan area increased by 81% from 2000 to The average fee request submitted in 2012 by the three principal parties in Zachman was $128,920. See Affidavit of Timothy D. Kelly in Support of Zachman Plaintiffs' Motion for Attorneys' Fees, Costs and Disbursements (June 26, 2002) 5

15 (requesting $114,230 in attorneys' fees); Bill and Memorandum of Costs and Disbursements and Affidavit of Alan W. Weinblatt (May 16, 2002) (requesting $139,895 in attorneys' fees); Affidavit of Brian Melendez (May 29, 2002) (requesting $132,636 in attorneys' fees). Accounting for the average increase of 81% in attorney fee rates over the past 10 years, an equivalent amount in today's legal community is $233,345. When indexed to today's rates for attorneys in the Minneapolis and St. Paul area, Plaintiffs' request for $225,000 in attorneys' fees in this litigation is less than the average request for attorneys' fees by the principal parties in the Zachman litigation. 14. The actual attorneys' fees incurred by Plaintiffs in this litigation exceed the $225,000 in attorneys' fees requested by Plaintiffs. In light of the current circumstances of the state, balancing all of the factors involved in determining a reasonable attorneys' fees award, and considering the amount of attorneys' fees requested by the principal parties in the Zachman litigation, $225,000 represents a reasonable award of attorneys' fees to Plaintiffs for their efforts in this litigation. In stating this opinion, I have considered the experience of the attorneys involved, the responsibility they assumed, the difficulty of the issues presented, the amount of time spent in prosecuting the litigation, the customary and usual fees in the community, the matter in dispute, and the results obtained. The work was actually performed for the Plaintiffs' benefit and was necessary for their proper representation. No charges for any unnecessary or duplicative work or work unrelated to this matter have been submitted in support of this motion. 15. Briggs and Morgan, P.A. advanced $15, in costs to Plaintiffs during this litigation. These costs were incurred for the following: 6

16 ITEM COSTS Delivery Services $ Digital Reproductions $3, Copies $ Color Printing $8, Long Distance Telephone $ Westlaw $1, Court Reporter Fees $94.40 Transcripts $ Services $ TOTAL $15, Trimble and Associates, Ltd. advanced $5, in costs to Plaintiffs during this litigation. These costs were incurred for the following: ITEM COSTS Photocopies $4, Teler>_hone $41.75 Postage $23.80 Courier $ Binders $ Mileage/Parking $ TOTAL $5, The total costs advanced to Plaintiffs during this litigation by Briggs and Morgan, P.A., and Trimble and Associates, Ltd. is $20, I have reviewed the costs incurred by Plaintiffs in this litigation. Each of the costs were actually incurred by Plaintiffs and were necessary for their proper representation. No charges for unnecessary or duplicative costs or costs unrelated to this matter have been submitted in support of this motion. 7

17 Dated: May \o, Subscri~e~ sworn to before me on this ay of May, jy,g}j_j&d/1,~ Not Public 8

18 Sara Hippert, Dave Greer, Linda Markowitz, Dee Dee Larson, Ben Maas, Gregg Peppin, Randy Penrod and Charles Roulet, individually and on behalf of all citizens and voting residents of Minnesota similarly situated, STATE OF MINNESOTA SPECIAL REDISTRICTING PANEL All-152 and Plaintiffs, AFFIDAVIT OF TONY P. TRIMBLE Kenneth Martin, Lynn Wilson, Timothy O'Brien, Irene Peralez, Josie Johnson, Jane Krentz, Mark Altenburg and Debra Hasskamp, individually and on behalf of all citizens of Minnesota similarly situated, and Intervenors, Audrey Britton, David Bly, Cary Coop, and John Mcintosh, individually and on behalf of all citizens of Minnesota similarly situated, vs. Intervenors, Mark Ritchie, Secretary of State of Minnesota; and Robert Hiivala, Wright County Auditor, individually and on behalf of all Minnesota county chief election officers, Defendants Svl 1

19 STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN) I, Tony P. Trimble, being duly sworn, state as follows: 1. I am an attorney and the owner of the law firm of Trimble & Associates, Ltd. I represent Plaintiffs Sara Hippert et a!. (the "Plaintiffs") in the above-captioned litigation. This affidavit is based on my personal knowledge. 2. I have been a practicing member of the Minnesota bar in good standing since October During my years of private legal practice, I have worked on many litigated matters, including complex constitutional and civil rights litigation and redistricting litigation in Minnesota. In , I represented the Zachman et al. plaintiffs in Zachman v. Kiffmeyer, Minnesota Special Redistricting Panel, Case No. C In this case, I was assisted by Matthew W. Haapoja and Mark D. Fosterling. Matthew Haapoja is an attorney at Trimble & Associates, Ltd., who has been a practicing member of the Minnesota bar in good standing since October Mark Fosterling is an attorney at Trimble & Associates, Ltd., who has been a practicing member of the Minnesota bar in good standing since May Matthew Haapoja has assisted me in numerous constitutional and civil rights litigation matters, and he had substantial involvement in the previous Zachman redistricting litigation. 6. During this litigation, Plaintiffs were represented by two law firms: Briggs and Morgan, P.A. and Trimble & Associates, Ltd. Trimble & Associates, Ltd. provided vl 2

20 strategic advice and counsel and assisted with the preparation of briefs and representation of Plaintiffs in proceedings before the Special Redistricting Panel. Briggs and Morgan, P.A. was primarily responsible for drafting briefs, preparing presentations, and representing Plaintiffs in proceedings before the Special Redistricting Panel. 7. During this litigation, attorneys from Trimble and Associates, Ltd., and Briggs and Morgan, P.A. engaged in the following activities while representing Plaintiffs: (i) legal and demographic research; (ii) consulting with and advising clients; (iii) consulting with demographic consultants; (iv) analyzing existing and proposed redistricting plans; (v) drafting and revising briefs, pleadings, and presentations; (vi) analyzing the pleadings, briefs, arguments, and proposed redistricting plans of other parties involved in the litigation; and (vii) preparing for and presenting oral arguments and Powerpoint presentations to the Special Redistricting Panel. 8. I am familiar with the prevailing hourly rates charged by lawyers in Minneapolis and St. Paul. I have reviewed the Affidavit of Eric J. Magnuson submitted in support of the Plaintiffs' application for attorneys' fees. The billing rate information in that affidavit is consistent with my understanding of prevailing hourly rates for lawyers in the Minneapolis and St. Paul area. 9. The hourly rates charged by Plaintiffs' attorneys in this case are consistent with reasonable and customary rates charged in the Minneapolis and St. Paul legal community. The rates charged are equivalent to or less than the median prevailing rates identified in the 2011 billing survey from Price Waterhouse Cooper discussed in the Affidavit of Eric J. Magnuson vl 3

21 10. The attorneys' fees incurred by Plaintiffs in this litigation exceed the $225,000 in attorneys' fees requested by Plaintiffs' motion for attorneys' fees and costs. I believe that $225,000 represents a reasonable award of attorneys' fees to Plaintiffs for their efforts in this litigation. In stating this opinion, I have considered the experience of the attorneys involved, the responsibility they assumed, the difficulty of the issues presented, the amount of time spent in prosecuting the litigation, the customary and usual fees in the community, the matter in dispute, and the results obtained. The work was actually performed for the Plaintiffs' benefit and was necessary for their proper representation. No charges for any unnecessary or duplicative work or work unrelated to this matter have been submitted in support of this motion. 11. Trimble & Associates, Ltd. advanced $5, in costs to Plaintiffs during this litigation. These costs were incurred for the following: ITEM COSTS Photocopies $4, Telephone $41.75 Postage $23.80 Courier $ Binders $ Mileage/Parking $ TOTAL $5, The total costs advanced to Plaintiffs during this litigation by both Briggs and Morgan, P.A., and Trimble and Associates, Ltd. is $20, I have reviewed the costs incurred by Plaintiffs in this litigation. Each of the costs were actually incurred by Plaintiffs and were necessary for their proper vl 4

22 representation. No charges for unnecessary or duplicative costs or costs unrelated to this matter have been submitted in support of this motion. Dated: April 15, Subscribed and sworn to before me on this 2r day of April, ~~$n-/ Notary Public Iii?. -;;;:M{..0: Tony P. Tnmble TERESALYN JOHNSON NOTARY PUBLIC-MINNESOTA : My Commission Expires Jan. 31, vl 5

23 Sara Hippert, Dave Greer, Linda Markowitz, Dee Dee Larson, Ben Maas, Gregg Peppin, Randy Penrod and Charles Roulet, individually and on behalf of all citizens and voting residents of Minnesota similarly situated, STATE OF MINNESOTA SPECIAL REDISTRICTING PANEL All-152 and Plaintiffs, AFFIDAVIT OF SERVICE Kenneth Martin, Lynn Wilson, Timothy O'Brien, Irene Peralez, Josie Johnson, Jane Krentz, Mark Altenburg and Debra Hasskamp, individually and on behalf of all citizens of Minnesota similarly situated, and Intervenors, Audrey Britton, David Bly, Cary Coop, and John Mcintosh, individually and on behalf of all citizens of Minnesota similarly situated, vs. Intervenors, Mark Ritchie, Secretary of State of Minnesota; and Robert Hiivala, Wright County Auditor, individually and on behalf of all Minnesota county chief election officers, Defendants.

24 STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) Jill N. Yeaman, being first duly sworn, deposes and says that on the 11th day of May, 2012, she caused to be filed with the Court via and messenger the following documents: 1) Hippert Plaintiffs Memorandum of Law in Support of Motion for Attorneys' Fees; 2) Affidavit of Eric J. Magnuson; 3) Affidavit of Tony P. Trimble; 4) Affidavit of Service; and served true and correct copies of the same upon the following parties by electronic mail and U.S. Mail with postage prepaid, by placing copies in envelopes addressed as shown below, which addresses are, respectively, the last known addresses for said parties, to-wit: Alan I. Gilbert, Kristyn M. Anderson, Jason Pleggenkuhle Minnesota Attorney General's Office 445 Minnesota St., Suite 1100 St. Paul, MN al.gilbert@ag.state.mn.us; kristyn.anderson@ag.state.mn.us; j ason.pleggenkuhle@ag.state.mn. us; David L. Lillehaug, Christopher A. Stafford Fredrikson & Byron, P A 200 S. 6th St., Suite 4000 Minneapolis, MN dlillehaug@fredlaw.com; cstafford@fredlaw.com Marc Elias, Kevin J. Hamilton, William Stafford Perkins Coie LLP th St. NW, Suite 600 Washington, D.C melias@perkinscoie.com; khamilton@perkinscoie.com; wstafford@perkinscoie.com 2

25 Thomas N. Kelly, Greg T. Kryzer Wright County Attorney's Office Wright County Government Center 10 2nd Street N.W., Room 400 Buffalo, MN Tony P. Trimble, Matthew W. Haapoja, Mark W. Fosterling Trimble & Associates, Ltd Wayzata Blvd., Suite 130 Minneapolis, MN Alan W. Weinblatt, JaneL. Prince, Jay Benanav Weinblatt & Gaylord PLC Suite 300, Kellogg Square 111 East Kellogg Boulevard St. Paul, MN Dated: May 11, Notary Public vl 3