AG24-0016-001_Beasley_Allen.pdf

218 Commerce Street P.O. Box 4160

Montgomery, AL 36103-4160

(800) 898-2034

BeasleyAllen.com

Alison D. Hawthorne Principal alison.hawthorne@beasleyallen.com

June 27, 2024

State of Arizona Office of the Arizona Attorney General Civil Litigation Division 2005 N Central Ave Phoenix, AZ 85004

Re: Solicitation of Legal Services for Consumer Fraud and Related Civil Actions Solicitation Number: BPM005735 Project #: AG24-0016

Dear Sir or Madam:

Please find enclosed our Firm’s Proposal for the Provision of Legal Services in response to the State of Arizona’s Solicitation of Legal Services for the Consumer Fraud and Related Civil Actions issued on behalf of the office of the Arizona Attorney General.

Our Firm has significant experience representing state government clients in large-scale, complex litigation and is uniquely qualified to represent the State of Arizona in its future Litigation. Beasley Allen has handled over thirty-six matters on behalf of state Attorneys General involving various issues such as fraud, antitrust violations, consumer protection statutes, false claims act violations, fraud, false advertising, negligence, unjust enrichment, breach of contract, and unfair and deceptive trade practices.

Our Firm is a leader in complex litigation on behalf of state governments, having an exceptional amount of institutional knowledge about the factual and legal issues surrounding such litigation. Our Firm has recovered over $4 billion for state government clients and we believe our expertise will allow our Firm to be able to assist the State of Arizona as outside counsel. If awarded a contract as a result of this Solicitation, our Firm expressly accepts and shall comply in full with all the requirements of the Solicitation.

Should our Firm be awarded the contract to represent the State of Arizona, the key Beasley

Allen attorneys that will be directly involved will be Wilson Daniel “Dee” Miles, III, C. Lance Gould, Alison D. Hawthorne, and Rebecca D. Gilliland. Each of these attorneys are highly qualified and have a great deal of experience with representing state Attorneys General in complex litigation. These key attorneys are senior principals with the Firm and will all be supported by associate attorneys, and will be sufficiently staffed with experienced paralegals and other support staff who are capable of carrying out the daily tasks associated with complex Attorney General litigation. In the very rare event any of these attorneys or support staff leave or are re-assigned, Beasley Allen has contingencies in place making many other attorneys and support staff available to support the State’s potential litigation.

Our team of attorneys and staff has been involved in many multi-million dollar, and even billion dollar complex litigation cases, including Attorney General litigation, qui tam litigation, class action litigation, and multidistrict litigation requiring substantial financial resources and the commitment of everyone on the team. Therefore, our attorneys and support staff have a full appreciation for the resources necessary for this type of important litigation and are fully-equipped and capable of handling future litigation for the State of Arizona.

Beasley Allen has successfully represented the states of Alabama, Alaska, Georgia, Hawaii, Kansas, Kentucky, Louisiana, Mississippi, South Carolina, Utah, and West Virginia involving various issues, and has confidentially investigated matters for several other Attorneys General. Beasley Allen’s experience representing states with complex legal theories involves investigating wrongdoing, advising the states as to whether litigation should be pursued, handling all aspects of filed litigation, strategizing, negotiating the Attorney General’s claims in settlement discussions, and trying the litigations before a judge and jury. Our Firm’s experience with Attorney General cases involves litigating violations of Medicaid fraud, antitrust violations, consumer protection statutes, false claims act violations, fraud, false advertising, negligence, unjust enrichment, breach of contract, and unfair and deceptive trade practices. Beasley Allen’s Attorney General litigation includes, for example, the Average Wholesale Price litigations on behalf of eight states concerning the fraudulent pricing of prescription drugs, as well as the representation of four states against McKesson Corporation for its fraudulent and unfair practices involving prescription drugs. Beasley Allen’s experience additionally includes the Fresenius litigation on behalf of two states involving the medical device GranuFlo, the Unapproved Drugs litigations on behalf of two states concerning the states’ reimbursement of drugs with a fraudulently obtained Medicaid reimbursement approval status, the Usual and Customary litigations regarding the false reporting of pharmacy price lists by the nation’s largest chain pharmacies, the Actos litigation, and many other investigations.

Dee Miles, Lance Gould, Ali Hawthorne, and Rebeca Gilliland, who will all serve on the

State’s future litigation team if awarded the contract, have been primarily responsible for the representation of Attorneys General and over the years have recovered billions of dollars for the states. All of these attorneys have taken on almost every major role in these cases, including the entire litigation strategy, drafting all legal briefs, arguing before a judge and jury, negotiating with the defendants, and working the case up through fact and expert discovery. Beasley Allen’s attorneys serve or served as lead counsel in the following non-confidential Attorney General cases:

a. State of Louisiana, ex rel. v. Fresenius Medical Care Holdings, Inc., et al., Suit No.

631,586, Div. “D”; 19th JDC; Parish of East Baton Rouge, Judge Janice Clark;

b. In Re: Alabama Medicaid Pharmaceutical Average Wholesale Price Litigation filed in the Circuit Court of Montgomery, Alabama, Master Docket No. CV-2005-219, Judge Charles Price;

c. In Re: Kansas Medicaid Pharmaceutical Average Wholesale Price Litigation filed in the District Court of Wyandotte County, Kansas, Master Docket No. MV-2008-0668, Division 7, Judge George A. Groneman;

d. In Re: Mississippi Medicaid Pharmaceutical Average Wholesale Price Litigation filed in the Chancery Court of Rankin County, Mississippi, Master Docket No. 09-444, Judge W. Hollis McGehee;

e. The State of Utah v. Apotex Corporation, et al., filed in the Third Judicial District Court of Salt Lake City, Utah, Case No. 08-0907678, Judge Tyrone E. Medley;

f. The State of Utah v. Abbott Laboratories, et al., filed in the Third Judicial District Court of Salt Lake City, Utah, Case No. 07-0915690, Judge Robert Hilder;

g. The State of Utah v. Actavis US, et al., filed in Third Judicial District Court of Salt Lake

City, Utah, Case No. 07-0913717, Judge Kate A. Toomey;

h. The State of Louisiana, et al. v. Molina Healthcare, Inc., et al., filed in 19P th P Judicial

District Court, Parish of East Baton Rouge, Suit No. 631612, Judge Janice Clark;

i. The State of Louisiana, et al. v. Takeda Pharmaceuticals America, Inc., et al., filed in

19P th P Judicial District Court, Parish of East Baton Rouge, Suit No. 637447, Judge R.

Michael Caldwell;

j. The State of Mississippi v. CVS Health Corporation, et al., DeSoto County, Third

Chancery District, Trial Court No. 16-cv-01392, Judge Mitchell M. Lundy, Jr.;

k. The State of Mississippi v. Fred’s, Inc., et al., DeSoto County, Third Chancery District, Trial Court No. 16-cv-01389, Judge Mitchell M. Lundy, Jr.;

l. The State of Mississippi v. Rite Aid Corporation, et al., DeSoto County, Third Chancery

District, Trial Court No. 16-cv-01390, Judge Percy L. Lynchard, Jr.;

m. The State of Mississippi v. Walgreen Co., et al., DeSoto County, Third Chancery

District, Trial Court No. 16-cv-01391, Judge Mitchell M. Lundy, Jr.;

n. In the Matter of the Attorney General’s Investigation, AGO Case No. AN2014103885, Alaska Pay-for-Delay Antitrust Investigation;

o. State of Louisiana v. Pfizer, Inc., et al., Docket No. 625543, Sec. 24, 19th Judicial

District Court, Parish of East Baton Rouge, Judge R. Michael Caldwell;

p. State of Louisiana v. Abbott Laboratories, Inc., et al., Docket No. 596164, Sec. 25, 19th

Judicial District Court, Parish of East Baton Rouge, Judge Wilson Fields;

q. State of Louisiana v. McKesson Corporation, Docket No. 597634, Sec. 25, 19th Judicial District Court, Parish of East Baton Rouge, Judge Wilson Fields;

r. State of South Carolina v. Abbott Laboratories, Inc., et al., In Re: South Carolina

Pharmaceutical Pricing Litigation, Master Caption Number: 2006-CP-40-4394, State of South Carolina, County of Richland, Fifth Judicial Circuit, Judge J. Cordell Maddox, Jr.;

s. State of Alaska v. Alpharma Branded Products Division, Inc., et al., Case No.: 3AN-

06-12026, Superior Court for the State of Alaska, Third Judicial District at Anchorage, Judge William F. Morse;

t. State of Alaska v. McKesson Corporation and First DataBank, Inc., Case No. 3AN-10-

11348-CI, Superior Court for the State of Alaska, Third Judicial Circuit of Anchorage, Judge Peter A. Michalski;

u. State of Kansas, ex rel. v. McKesson Corporation, et al., Case No. 10-CV-1491, Division 2, District Court of Wyandotte County, Kansas, Judge Constance Alvey;

v. State of Hawaii, ex rel. v. Abbott Laboratories, Inc., et al., Civil Action No. 06-1-0720-

04, State of Hawaii, First Circuit, Judge Eden Elizabeth Hifo;

w. State of Hawaii, ex rel. v. McKesson Corporation, et al., Civil Action No. 10-1-2411-

11, State of Hawaii, First Circuit, Judge Gary W. B. Chang;

x. Commonwealth of Kentucky. v. Fresenius Medical Care Holdings, Inc., et al., Civil

Action No. 16-CI-00946, Franklin Circuit Court, Div. 2, Judge Thomas D. Wingate;

y. State of Mississippi v. Actavis Pharma, Inc., et al., Civil Action No. 17-cv-000306, Hinds County Chancery Court, District 1, Judge Patricia D. Wise;

z. State of Mississippi v. Barr Laboratories, Inc., et al., Civil Action No. 17-cv-000304, Hinds County Chancery Court, District 1, Judge J. Dewayne Thomas;

aa. State of Mississippi v. Camline, L.L.C. (f/k/a Pamlab, L.L.C.), Civil Action No. 17-cv-

000307, Hinds County Chancery Court, District 1, Judge J. Dewayne Thomas;

bb. State of Mississippi v. E. Claiborne Robins Company, Inc., et al., Civil Action No. 17-cv-000305, Hinds County Chancery Court, District 1, Judge Denise Owens;

cc. State of Mississippi v. Endo Pharmaceuticals, Inc., Civil Action No. 17-cv-000309, Hinds County Chancery Court, District 1, Judge J. Dewayne Thomas;

dd. State of Mississippi v. United Research Laboratories, Inc., et al., Civil Action No. 17-cv-000308, Hinds County Chancery Court, District 1, Judge Denise Owens;

ee. State of West Virginia v. Merck-Medco, Civil Action No. 02-C-2944, Circuit Court of Kanawha County, West Virginia, Judge Jennifer F. Bailey;

ff. State of Alabama, ex. rel. Troy King, Attorney General v. Transocean, Ltd., et al., Civil

Action No. 2:10-cv-691-MHT-CSC, Middle District of Alabama, Northern Division, Judge Myron H. Thompson;

gg. State of Alabama v. Purdue Pharma, LP, et al., Civil Action No. 03-CV-2019-901174, Circuit Court of Montgomery County, Alabama, Judge J.R. Gaines;

hh. State of Georgia v. Purdue Pharma, et al., Civil Action No. 19-A-00060-2, Superior

Court of Gwinnett County, Georgia, Judge Tracie H. Cason;

ii. State of Louisiana v. Abbott Laboratories, Inc., et al, Suit No. 624,522, Sec. 26;

Parish of East Baton Rouge, Judge Donald R. Johnson; and

jj. State of Alabama, ex. rel. Luther Strange, Attorney General v. BP, PLC., et al., MDL

No. 2179, E.D. La., Judge Carl Barbier.

Beasley Allen continues to represent states with complex litigation involving consumer protection issues involving an array of different legal theories.

If our Firm is fortunate enough to represent the State of Arizona, we will bring the experience, resources, strategies, and knowledge necessary to achieve the best possible results for the State and its citizens. We sincerely appreciate the opportunity to work with and on behalf of the State of Arizona.

We will be pleased to provide any additional information you may require, and of course, answer any questions you may have. Attorney Ali Hawthorne will serve as the Firm’s point of contact for the day-to-day operations and has the authority to contractually obligate Beasley Allen.

Ali D. Hawthorne

BEASLEY, ALLEN, CROW,

METHVIN, PORTIS & MILES, P.C.

218 Commerce Street P.O. Box 4160 Montgomery, Alabama 36103-4160 Telephone: (334) 495-1330 alison.hawthorne@beasleyallen.com www.beasleyallen.com

Additionally, if our Firm is fortunate enough to obtain a contract to represent the State of

Arizona, Dee Miles is authorized to negotiate the contract on behalf of Beasley Allen.

Dee Miles Principal and Consumer Fraud Section Head

BEASLEY, ALLEN, CROW,

METHVIN, PORTIS & MILES, P.C.

218 Commerce Street P.O. Box 4160 Montgomery, Alabama 36103-4160 Telephone: (334) 495-1160 Dee.miles@beasleyallen.com www.beasleyallen.com

Thank you for the opportunity to submit this Proposal. We look forward to hearing from you very soon.

Sincerely, BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C.

ALI D. HAWTHORNE

Enclosures

REQUEST FOR PROPOSAL (RFP)

SOLICITATION # BPM005735

OFFER AND ACCEPTANCE

ATTACHMENT I

State of Arizona Office of the Attorney General

OFFER

TO THE STATE OF ARIZONA:

The Undersigned hereby offers and agrees to furnish the material, service or construction in compliance with all terms, conditions, specifications and amendments in the Solicitation and any written exceptions in the offer. Signature also certifies Small Business status.

Beasley, Allen, Crow, Methvin, Portis & Miles, P.C.

Firm Name Signature of Person Authorized to Sign Offer

218 Commerce Street Ali D. Hawthorne

Company Address Printed Name

Montgomery AL 36104 Principal

City State Zip Title alison.hawthorne@beasleyallen.com 334-459-1330 888-212-9702

Contact Email Address Contract Phone Number Contact Fax Number

By signature in the Offer section above, the Offeror certifies:

1. The submission of the Offer did not involve collusion or other anticompetitive practices.

2. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal

Executive Order 11246, State Executive Order 2009-9 or A.R.S. §§ 41−1461 through 1465.

3. The Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the offer. Signing the offer with a false statement shall void the offer, any resulting contract and may be subject to legal remedies provided by law.

4. The Offeror certifies that the above referenced organization IS/ IS NOT a small business with less than 100 employees or has gross revenues of $4 million or less.

ACCEPTANCE OF OFFER

Your offer is hereby accepted:

The Contractor is now bound to sell the materials, services or construction listed by the attached contract based upon the solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the Office of the Attorney General.

The Contractor is hereby cautioned not to commence any billable work or provide any material or service under this contract until the Contractor receives a purchase order, contract release document or written notice to proceed.

This Contract shall henceforth be referred to as Contract No.: AG24-0016-

The effective date of the Contract is:

STATE OF ARIZONA

OFFICE OF THE ATTORNEY GENERAL

Awarded this Day of , Cindy Palmer, Procurement Manager on behalf of

23rd August 2024 August 23, 2024

BUSINESS QUESTIONNAIRE

ATTACHMENT I

State of Arizona Office of the Attorney General

Counsel Information

Beasley, Allen, Crow, Methvin, Portis & Miles, P.C. 1979

Firm Name Year Firm was Established

218 Commerce Street

Firm Address

Montgomery AL 36104 800-898-2034 888-212-9702

City State Zip Primary Phone Number Contact Fax Number

Firm Identified in Proposal as: Parent Company: Branch or Subsidiary Office: Individual Contracted Counsel:

n/a n/a

Name and location of Parent Company (if applicable) Year Parent Company was Established (if applicable)

Names of not more than two Principals to contact:

W. Daniel “Dee” Miles Principal Section Head

334-495-1160 dee.miles@beasleyallen.com

Name Title Phone Number Email Address

Alison D. Hawthorne Principal 334-495-1330 alison.hawthorne@beasleyallen.com

Name Title Phone Number Email Address

Number of Personnel by Discipline (count each person only once, by primary function):

69 9 19 63 20

Partners Of Counsel Associate Paralegal/Legal Asst Law Clerks

130 43 353

Other: Legal Secretary/Clerical Other: Executive/HR/Accounting/IT Total Personnel

Has your firm ever held a contract with the State of Arizona? For how many years?:

No contract with the State of Arizona.

Acceptance of Insurance Requirements:

Indicate that you have read, understand and will comply with the Insurance requirements specified in Section 8 & 9 of the Agreement. Check the appropriate response.

Yes, we will comply with the Insurance requirements No, we will not comply with the Insurance requirements

CONFLICTS OF INTEREST QUESTIONNAIRE

ATTACHMENT I

State of Arizona Office of the Attorney General

2005 N Central Avenue

Conflicts of Interest:

Identify and describe any type of matter, litigation and otherwise, in which your firm is involved with against the State of Arizona or any of its agencies and a concise statement of how your firm proposes to resolve any conflicts of interest with the State of Arizona. Specific Cases or Matters should be listed on the table on the following page or you may add an attachment sheet similar to the table. In the event of the award of a contract, Counsel must receive a waiver of any conflict of interest.

The award of this contract does not create or cause said waiver.

Note: The State of Arizona does not require counsel to obtain a waiver of conflict of interest when counsel undertakes representation of a defendant in a criminal case.

No “Blanket” waiver requests will be considered. Check none below, if no conflict of interest exists. None

Specific Case/Matter Information:

List the specific cases in which your firm has been adverse to the State of Arizona in the last 2 years.

If the case has been on-going for more than two years it should be listed here. Add additional pages if needed.

Court or Case Name Court or Case Number Date Began Date Ended

CONFLICTS OF INTEREST QUESTIONNAIRE

ATTACHMENT I

State of Arizona Office of the Attorney General

List the specific matter in which your firm has been adverse to the State of Arizona in the last 2 years.

If the matter has been on-going for more than two years it should be listed here. Add additional pages if needed.

Matter Date Began Date Ended

List the specific cases in which your firm has represented the State of Arizona in the last 2 years.

If the case has been on-going for more than two years it should be listed here. Add additional pages if needed.

Court or Case Name Court or Case Number Date Began Date Ended

BAR COMPLAINT/MALPRACTICE QUESTIONNAIRE

ATTACHMENT I

State of Arizona Office of the Attorney General

Disclosure of any State Bar Association Investigations and Malpractice Suits

Does any current member of your firm have any bar complaint currently being investigated and/or disciplinary action taken by the State Bar Association against them? Add additional pages if needed.

Check the appropriate response Yes No

If answer to the above is “Yes”, use the space below to disclose details of any complaint(s):

Has your firm had any malpractice suit or claim for malpractice filed against it in the last 2 years?

Add additional pages if needed.

Do you wish this information to be held confidential in accordance with A.A.C. R2-7-103?

Add additional pages if needed.

RATE SCHEDULE

ATTACHMENT I

State of Arizona Office of the Attorney General

Rate Schedule

The contingency fee received by this state's private attorney shall not exceed fifty million dollars, except for reasonable costs and expenses and regardless of the number of lawsuits filed or the number of private attorneys retained to achieve the recovery. Rates below are the maximum allowed and may be negotiated on a case by case basis.

Item # Description 1 Not to exceed Twenty-five per cent of the initial recovery of less than ten million dollars.

2 Not to exceed Twenty per cent of that portion of any recovery of ten million dollars or more but less than fifteen million dollars.

3 Not to exceed Fifteen per cent of that portion of any recovery of fifteen million dollars or more but less than twenty million dollars.

4 Not to exceed Ten per cent of that portion of any recovery of twenty million dollars or more but less than twenty-five million dollars.

5 Not to exceed Five per cent of any recovery of twenty-five million dollars or more.

Hourly Rate Schedule The Hourly Rate Schedule shall be governed by the provisions of Paragraph 1.10 of the Request for Proposal.

Item Description

Maximum Rate Hourly Rate Offered (Not to Exceed

Maximum Rate) 1 Partner

$400.00 $400.00

2 Associate

$250.00 $250.00

3 Paralegal

$125.00 $125.00

QUALIFICATIONS OF KEY PERSONNEL

ATTACHMENT I

State of Arizona Office of the Attorney General

Qualifications and Experience of Key Personnel

Complete this section for the Key Personnel the Offeror is proposing. Key Personnel are the individuals showing the experience and expertise to do the work identified in this RFP. If an item is not applicable, indicate so by inserting “N/A.

Please copy this form as needed.

W. Daniel “Dee” Miles, III Principal, Consumer Fraud Section Head

Name of Individual Title

Overseeing the overall litigation as lead counsel, negotiating settlement, and serving as trial counsel.

Complex Attorney General litigation such as pharmaceutical litigation, unfair practices litigation, consumer protection litigation, antitrust litigation, and securities fraud litigation, as well as class action litigation, qui tam litigation, business litigation, insurance litigation, and multidistrict litigation.

Proposed Project Role Area(s) of Expertise

ASB-7656M75W Alabama 1990

Bar Registration No. State of Issue Year

University of Alabama at Birmingham B.S. 1985

Education Degree Year Samford University, Cumberland School of Law J.D. 1989

Education Degree Year

Executive Summary describing this individual’s suitability for a project of this nature. Include similar cases the individual was involved in and their role.

Dee Miles is a Principal and Managing Section Head of Beasley Allen’s Consumer Fraud & Commercial Litigation Section where he manages the entire section and all of its cases. Dee’s primary office is located in Montgomery, AL. In addition to managing the section, Dee is a proven leader in complex litigation on a national level. Dee was lead counsel in eight Average Wholesale Price Litigations, which led to the McKesson Litigation where Dee headed cases filed by four Attorneys General. Dee has spearheaded national global settlements for state Attorneys General in various types of litigation, having recovered billions of dollars in settlement funds for several states’ Medicaid agencies. Dee has also been appointed by Federal District Judges to serve in leadership roles for plaintiffs in numerous multidistrict litigations throughout the country, where he was charged with the extraordinary responsibility of coordinating these litigations for the entire country. Dee has settled thousands of cases for clients over the years with a settlement value well exceeding $20 billion. Dee has also pursued settlements for individual plaintiffs against this country's top Fortune 500 companies. Most of these individual settlements involve confidentiality agreements and cannot be discussed publicly, but Dee’s leadership in the consumer fraud and commercial litigation areas of law is unprecedented. Dee is a member in good standing in each jurisdiction in which he is licensed. More information about Dee, including admissions, awards, experience and qualifications, can be found in the attached resume, as well as in his bio at Uhttps://www.beasleyallen.com/attorney/dee-miles/U.

https://www.beasleyallen.com/attorney/dee-miles/

QUALIFICATIONS OF KEY PERSONNEL

ATTACHMENT I

State of Arizona Office of the Attorney General

Complete this section for the Key Personnel the Offeror is proposing. Key Personnel are the individuals showing the experience and expertise to do the work identified in this RFP. If an item is not applicable, indicate so by inserting “N/A.

Please copy this form as needed.

C. Lance Gould Principal

Name of Individual Title

Handling the day-to-day duties of the litigation as senior counsel, taking and defending depositions, handling oral argument, and serving as trial counsel.

Complex Attorney General litigation such as pharmaceutical litigation, unfair practices litigation, consumer protection litigation, as well as class action litigation, qui tam litigation, and business litigation.

Proposed Project Role Area(s) of Expertise

ASB-0913G66C Alabama 1997

Auburn University B.S. 1993

Education Degree Year Faulkner University; Thomas Goode Jones School of Law J.D. 1996

Executive Summary describing this individual’s suitability for a project of this nature. Include similar cases the individual

Lance Gould is a Principal in Beasley Allen’s Consumer Fraud & Commercial Litigation Section. Lance’s primary office is located in Montgomery, AL. Lance focuses his practice on Attorney General litigation, whistleblower litigation, wage & hour litigation, and class actions. Lance is a seasoned litigator with experience working on the Firm’s Attorney General litigations where he has represented multiple states. Lance was also part of the trial team that secured a $14.7 million verdict on behalf of a whistleblower who suffered physical abuse and death threats by his employer for reporting the employer’s illegal kickback and false billing scheme. Lance has also handled actions brought by individuals who were victims of predatory lending practices and was a member of the trial team in a landmark predatory lending case that resulted in a $581 million verdict. Lance is currently lead counsel in cases filed on behalf of a state Attorney General against major pharmaceutical manufacturers. Lance is a member in good standing in each jurisdiction in which he is licensed. More information about Lance, including admissions, awards, experience and qualifications, can be found in the attached resume, as well as in his bio at https://www.beasleyallen.com/attorney/lance-gould/.

https://www.beasleyallen.com/attorney/lance-gould/

QUALIFICATIONS OF KEY PERSONNEL

ATTACHMENT I

State of Arizona Office of the Attorney General

Complete this section for the Key Personnel the Offeror is proposing. Key Personnel are the individuals showing the experience and expertise to do the work identified in this RFP. If an item is not applicable, indicate so by inserting “N/A.

Please copy this form as needed.

Alison D. Hawthorne Principal

Name of Individual Title

Overseeing the day-to-day duties of the litigation as senior counsel, attending depositions and hearings, negotiating litigation disputes with defense counsel, working the litigation towards trial, and serving as trial counsel.

Complex Attorney General litigation such as pharmaceutical litigation, unfair practices litigation, consumer protection litigation, and antitrust litigation, as well as class action litigation, qui tam litigation, business litigation, and multidistrict litigation.

Proposed Project Role Area(s) of Expertise

146170 Georgia 2010

Bar Registration No. State of Issue Year

ASB-2980O43D Alabama 2011

Bar Registration No. State of Issue Year Auburn University B.S. 2007

Education Degree Year Faulkner University, Thomas Goode Jones School of Law J.D. 2010

Executive Summary describing this individual’s suitability for a project of this nature. Include similar cases the individual

Alison “Ali” Hawthorne is a Principal in Beasley Allen’s Consumer Fraud & Commercial Litigation Section. Ali’s primary office is located in Montgomery, AL. In addition to assisting Dee Miles with managing the section’s attorneys and all of its cases, Ali focuses much of her practice on complex litigation on a national level. Ali began her career representing states in the Average Wholesale Price Litigations, which sought to recover millions of dollars lost by state Medicaid agencies as a result of fraudulent price reporting by the nation's largest drug manufacturers. Over the years, Ali has represented over nine Attorneys General in various types of complex litigation. Since the beginning of Ali’s career at Beasley Allen, she and her team have recovered billions of dollars for the states they represent and have made a tremendous positive impact on state agencies throughout the country. Ali is a member in good standing in each jurisdiction in which she is licensed. More information about Ali, including admissions, awards, experience and qualifications, can be found in the attached resume, as well as in her bio at https://www.beasleyallen.com/attorney/alison-hawthorne/.

https://www.beasleyallen.com/attorney/alison-hawthorne/

QUALIFICATIONS OF KEY PERSONNEL

ATTACHMENT I

State of Arizona Office of the Attorney General

Complete this section for the Key Personnel the Offeror is proposing. Key Personnel are the individuals showing the experience and expertise to do the work identified in this RFP. If an item is not applicable, indicate so by inserting “N/A.

Please copy this form as needed.

Rebecca D. Gilliland Principal

Name of Individual Title

Executing the day-to-day duties of the litigation as senior counsel, taking and defending depositions, briefing and oral argument, spearheading offensive and defensive discovery, and serving as trial counsel.

Complex Attorney General litigation such as pharmaceutical litigation, unfair practices litigation, consumer protection litigation, and antitrust litigation, as well as class action litigation, qui tam litigation, business litigation, insurance litigation, and multidistrict litigation.

Proposed Project Role Area(s) of Expertise

ASB-1311-K62A Alabama 2012

Bar Registration No. State of Issue Year

1010968 Florida 2018

Bar Registration No. State of Issue Year University of West Florida B.A. 2007

Education Degree Year Faulker University, Thomas Goode Jones School of Law;

University of Connecticut School of Law

J.D.; L.L.M. 2012; 2018

Executive Summary describing this individual’s suitability for a project of this nature. Include similar cases the individual

Rebecca Gilliland is a Principal in Beasley Allen’s Consumer Fraud & Commercial Litigation Section. Rebecca’s primary office is located in Mobile, AL. Rebecca is a seasoned litigator with experience directly suited to claims that may be brought by Arizona based upon her prior experience working on the Firm’s Attorney General litigation where she has represented multiple states. Rebecca has also worked for several years on the In re:

Blue Cross Blue Shield Antitrust Litigation, which is the country’s largest antitrust class action. Rebecca was also trial counsel in the Siqueiros, et al., v. General Motors LLC litigation that resulted in a $102.6 million verdict in favor of the Classes in all three certified states. In addition, Rebecca has previously worked on several multi-district litigations, including In re: Prempro Products Liability Litigation. Rebecca is a member in good standing in each jurisdiction in which she is licensed. More information about Rebecca, including admissions, awards, experience and qualifications, can be found in the attached resume, as well as in her bio at https://www.beasleyallen.com/attorney/rebecca-gilliland/.

https://www.beasleyallen.com/attorney/rebecca-gilliland/

REFERENCES

ATTACHMENT I

State of Arizona Office of the Attorney General

References

Provide a minimum of three references to which you have provided similar services.

Reference #1

Company: State of Alaska Department of Law

Contact: Jeffrey G. Pickett Street Address: 1031 W 4P th P Avenue Suite 200

City, State, Zip: Anchorage, Alaska 99501

Telephone #: (907) 269-5275

E-Mail: jeff.pickett@alaska.gov

Service Provided:

Outside Litigation Counsel for the Alaska Attorney General’s Office.

Reference #2

Company: State of Louisiana Attorney General’s Office

Contact: Nicholas J. Diez Street Address: 1885 North 3P rd P Street

City, State, Zip: Baton Rouge, Louisiana 70802

Telephone #: (225) 571-0084

E-Mail: DiezN@ag.louisiana.gov

Outside Litigation Counsel for the Louisiana Attorney General’s Office.

Reference #3

Company: Kentucky Cabinet for Health and Family Services, Office of Legal Services

Contact: Wesley W. Duke Street Address: 275 East Main Street, Sute 5W-A

City, State, Zip: Frankfort, Kentucky 4062

Telephone #: (502) 564-7042

E-Mail: wesleyw.duke@ky.gov

Outside Litigation Counsel for the Commonwealth of Kentucky’s Attorney General’s Office.

Request for Proposal

Solicitation No. BPM005735

Outside Counsel - Consumer Fraud Contingency Fee

Office of the Attorney General

Solicitation Attachment – Confidential Information Designation | Revision No. 1 | Revised 08-22

Attachment II: Confidential Information Designation

All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be disclosed if there is an appropriate public records request at the time of or after the award of the contract. Recognizing there may be materials included in a solicitation response that are proprietary or a trade secret, a process is set out in A.A.C. R2-7- 103 (copy attached) that will allow qualifying materials to be designated as confidential and excluded from disclosure. For purposes of this process the definition of “trade secret” will be the same as that set out in A.A.C. R2-7-101(51).

Complete this form and return it with your Offer along with the appropriate supporting information to assist the State in making its determination as to whether any of the materials submitted as part of your Offer should be designated confidential because the material is proprietary or a trade secret and therefore not subject to disclosure.

STATE WILL NOT CONSIDER ANY MATERIAL IN YOUR OFFER “CONFIDENTIAL” UNLESS DESIGNATED ON THIS FORM.

Check one of the following – if neither is checked, State will assume that it is equivalent to “DOES NOT”:

This response DOES NOT contain proprietary or trade secret information. I understand that my entire response will become public record in accordance with A.A.C. R2-7-C317.

This response DOES contain trade secret information because it contains information that:

1. Is a formula, pattern, compilation, program, device, method, technique or process;

2. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; AND

3. Is the subject of efforts by myself or my organization that are reasonable under the circumstances to maintain its secrecy.

NOTE: Failure to attach an explanation may result in a determination that the information does not meet the statutory trade secret definition. All information that does not meet the definition of trade secret as defined by A.A.C. R2-7- 101(51) will become public in accordance with A.A.C. R2-7-C317. State may make its own determination on materials in accordance with A.A.C. R2-7-103.

If State agrees with Offeror’s designation of trade secret or confidentiality and the determination is challenged, the undersigned hereby agrees to cooperate and support the defense of the determination with all interested parties, including legal counsel or other necessary assistance.

By submitting this response, Offeror agrees that the entire Offer, including confidential, trade secret and proprietary information may be shared with an evaluation committee and technical advisors during the evaluation process.

Offeror agrees to indemnify and hold State, its agents and employees, harmless from any claims or causes of action relating to State’s withholding of information based upon reliance on the above representations, including the payment of all costs and attorney fees incurred by State in defending such an action.

Company name Signature of person authorized to sign

Address Printed name and title

City, State, ZIP Contact email address Contact phone number

Beasley Allen

Montgomery, Alabama 36104

Alison D. Hawthorne, Principal alison.hawthorne@beasleyallen.com 334-495-1330

Office of the Attorney General

Solicitation Attachment – Confidential Information Designation | Revision No. 1 | Revised 08-22

Attachment: Confidential Information Designation (for reference only)

A.A.C. R2-7-103 [Confidential Information] as was current at time of Solicitation issuance

A. If a person wants to assert that a person's offer, specification, or protest contains a trade secret or other proprietary information, a person shall include with the submission a statement supporting this assertion. A person shall clearly designate any trade secret and other proprietary information, using the term "confidential". Contract terms and conditions, pricing, and information generally available to the public are not considered confidential information under this Section.

B. Until a final determination is made under subsection (C), an agency chief procurement officer shall not disclose information designated as confidential under subsection (A) except to those individuals deemed by an agency chief procurement officer to have a legitimate state interest.

C. Upon receipt of a submission, an agency chief procurement officer shall make one of the following written determinations:

1. The designated information is confidential and the agency chief procurement officer shall not disclose the information except to those individuals deemed by the agency chief procurement officer to have a legitimate state interest;

2. The designated information is not confidential; or

3. Additional information is required before a final confidentiality determination can be made.

D. If an agency chief procurement officer determines that information submitted is not confidential, a person who made the submission shall be notified in writing. The notice shall include a time period for requesting a review of the determination by the state procurement administrator.

E. An agency chief procurement officer may release information designated as confidential under subsection (A) if:

1. A request for review is not received by the state procurement administrator within the time period specified in the notice; or

2. The state procurement administrator, after review, makes a written determination that the designated information is not confidential.

Office of the Attorney General

Solicitation Attachment – Boycott of Israel Disclosure | Revision No. 1 | Revised 09-22

Boycott of Israel Disclosure

Please note that if any of the following apply to this Solicitation, Contract, or Contractor, then the Offeror shall select the “Exempt Solicitation, Contract, or Contractor” option below:

● The Solicitation or Contract has an estimated value of less than $100,000;

● Contractor is a sole proprietorship;

● Contractor has fewer than ten (10) employees; and/or

● Contractor is a non-profit organization.

Pursuant to A.R.S. § 35-393.01, public entities are prohibited from entering into contracts “unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of goods or services from Israel.”

Under A.R.S. § 35-393:

1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are intended to limit commercial relations with entities doing business in Israel or in territories controlled by Israel, if those actions are taken either:

(a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel.

(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid business reason.

2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or more full-time employees.

5. "Public entity": (a) Means this State, a political subdivision of this State or an agency, board, commission or department of this State or a political subdivision of this State. (b) Includes the universities under the jurisdiction of the Arizona board of regents and community college districts as defined in section 15-1401.

The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued pursuant to that section. See A.R.S. § 35-393.03.

In compliance with A.R.S. § 35-393 et seq., all offerors must select one of the following:

☐ The Company submitting this Offer does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with A.R.S. § 35-393 et seq. I understand that my entire response will become a public record in accordance with A.A.C. R2-7-C317.

☐ The Company submitting this Offer does participate in a boycott of Israel as described in A.R.S. § 35-393 et seq.

☐ Exempt Solicitation, Contract, or Contractor.

Indicate which of the following statements applies to this Contract:

● Solicitation or Contract has an estimated value of less than $100,000;

● Contractor is a sole proprietorship;

● Contractor has fewer than ten (10) employees; and/or

Company name Signature of person authorized to sign

City State Zip Email address Phone number

Montgomery, Alabama 36104

Alison D. Hawthorne, Principal https://advance.lexis.com/document/?pdmfid=1000516&crid=1d22ae96-91e7-4fa9-b751-02b4d725faa3&pddocfullpath=%2Fshared%2Fdocument%2Ffe%2Furn%3AcontentItem%3A654C-M4F3-GXF6-84SC-00000-00&pdcontentcomponentid=4313&pdteaserkey=sr0&pditab=allpods&ecomp=rd-zk&earg=sr0&prid=a8f940d3-c58d-4e64-9124-f2bfdcdb31d8

Outside Counsel – Consumer Fraud Contingency Fee

Office of the Attorney General

SPO Form 205 – Forced Labor of Ethnic Uyghurs Ban | Revision No. 0 | Revised 09-22

Forced Labor of Ethnic Uyghurs Ban Please note that if any of the following apply to the Contractor, then the Offeror shall select the “Exempt Contractor” option below:

● Contractor is a sole proprietorship;

● Contractor has fewer than ten (10) employees; OR

Pursuant to A.R.S. § 35-394, the State of Arizona prohibits a public entity from entering into or renewing a contract with a company unless the contract includes written certification that the company does not use the forced labor, or any goods or services produced by the forced labor, of ethnic Uyghurs in the People's Republic of China.

Under A.R.S. § 35-394:

1. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or more full-time employees.

2. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of this State or a political subdivision of this State.

In compliance with A.R.S. §§ 35-394 et seq., all offerors must select one of the following:

☐ The Company submitting this Offer does not use, and agrees not to use during the term of the contract, any of the following:

● Forced labor of ethnic Uyghurs in the People’s Republic of China;

● Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of

China; or

● Any Contractors, Subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

☐ The Company submitting this Offer does participate in use of Forced Uyghurs Labor as described in A.R.S. §

35-394.

☐ Exempt Contractor Indicate which of the following statements applies to the Contractor (may be more than one):

☐ Contractor is a sole proprietorship;

☐ Contractor has fewer than ten (10) employees; and/or ☐ Contractor is a non-profit organization.

Company Name Signature of person authorized to sign

City, State, ZIP Contact email address Contact phone number

Montgomery, Alabama 36104

Alison D. Hawthorne, Principal

RESUMES

W. DANIEL “DEE” MILES, III

218 Commerce Street | Montgomery, AL 36104 29T UDee.Miles@beasleyallen.com U29T| 800-898-2034

SUMMARY OF QUALIFICATIONS

• Specific appointments as lead or co-lead counsel in MDLs and Class Actions:

o In re: Reciprocal of America (ROA) Sales Practices Litigation, United States District Court for the Western District of Tennessee MDL No. 1551, selected co-lead by Judge J. Daniel Breen.

o In re: American General Life and Accident Insurance Company Industrial Life Insurance Litigation, United States District Court for the District of South Carolina MDL No. 1429, selected co-lead by Judge Cameron Currie; and o In re: Dollar General Corp. Fair Labor Standard Acts Litigation, United States District Court for the Northern District of Alabama MDL No. 1653, selected co-lead by Judge U.W. Clemon.

o In re: Banner Life Insurance Company Litigation, United States District Court for the District of Maryland 1:16-CV-00192-RDB, selected co-lead by Judge Richard D. Bennett.

o In re: General Motors LLC, GM 5.3 Vortec Engine, United States District Court for the Northern District of California 3:16-CV-07244-EMC, selected co-lead by Judge Edward M. Chen;

o In re: Toyota Motor Corporation, Toyota Motor North America, Inc., Denso Corporation and Denso International America, Inc., United States District Court for the Eastern District of New York 1:20-cv-00629- WFK-CLP, selected as lead by Judge William F. Kuntz, II;

o In re: Honda Motor Company Limited, United States District Court for the Northern District of Alabama 5:20-cv-00666-MHH, selected co-lead interim class counsel by Judge Madeline Hughes Haikala.

o In re: Weidman et al. v. Ford Motor Company, United States District Court for the Eastern District of Michigan Case No. 2:18-cv-12719-GAD-JJCG; appointed Interim Co-Lead Class Counsel for the proposed classes by Judge Gershwin A. Drain

• PSC Appointments:

o In re: Chrysler-Dodge-Jeep Eco-diesel Litigation Marketing, Sales and Practices and Products Liability

Litigation, United States District Court for the Northern District of California 3:17-MD-02777-EMC, appointed by Judge Edward M. Chen to the Plaintiffs’ Steering Committee;

o In re: Volkswagen “Clean Diesel” Marketing, Sales and Practices and Products Liability Litigation, United States District Court for the Northern District of California 15-MD-2672-CRB, appointed by Judge Charles E.

Breyer to the Plaintiffs’ Steering Committee;

o In re: Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation, United States District Court for the Central District of California Case No. 8:10-ML-02151-JVS- FMO, appointed to the Plaintiffs’ Steering Committee by Judge James V. Selna;

o In re: Target Corporation Customer Data Security Breach Litigation, United States District Court for the District of Minnesota MDL No. 2522, appointed to the Plaintiffs’ Steering Committee by Judge Paul A.

Magnuson;

o In re: The Home Depot, Inc., Customer Data Security Breach Litigation, United States District Court for the Northern District of Georgia MDL No. 2583 appointed to the Plaintiffs’ Steering Committee by Judge Thomas W. Thrash;

o In re: Blue Cross Blue Shield Antitrust Litigation, United States District Court for the Northern District of Alabama MDL No. 2406, serving on the Written Submission Committee, Discovery Committee and Alabama Trial Team, Judge R. David Proctor;

o In re: Takata Airbag Products Liability Litigation, United States District Court for the Southern District of Florida MDL No. 2599, serving on the discovery committee responsible for two auto manufacturer’s discovery, Judge Federico A. Moreno;

o In re: ZF-TRW Airbag Control Units Products Liability Litigation, United States District Court for the Central District of California MDL No. 20295, appointed to the Plaintiffs’ Steering Committee by Judge John A. Kronstadt; and;

mailto:Dee.Miles@beasleyallen.com

• Recently served as lead counsel on behalf of eight (8) separate states Attorneys General (Alabama, Alaska, Hawaii, Kansas, Louisiana, Mississippi, South Carolina and Utah) in the Average Wholesale Price (AWP) / Medicaid Fraud Litigation. This effort resulted in over $1.5 billion to the states.

• Currently representing three (3) states on new litigation (Louisiana, New Mexico and Mississippi).

• Served as lead class counsel in several state class actions such as Robertson v. Liberty National Life Insurance

Company, Gadson v. American Medical Security Insurance Company and Gouchev. Transamerica Life Insurance Company.

PROFESSIONAL EXPERIENCE

1991-Present | Principal & Consumer Fraud Section Head

A Pioneer of consumer fraud and commercial litigation nationwide that has resulted innumerous record-setting verdicts and settlements. In addition to representing clients in litigation, manages the entire Consumer Fraud / Commercial Litigation Section of the firm.

• Settled thousands of cases for clients, with settlement value exceeding $28 billion.

• Regular guest speaker at national, regional, and state seminars.

• Author of numerous publications on consumer fraud, class actions and commercial litigation.

• Serves as counsel to state Attorneys General all over the country on civil litigation matters, particularly pharmaceutical pricing issues.

1990-91 | Staff Attorney Alabama Supreme Court;…