Fennemore_Award_Letter_08222022_Redacted.pdf

MARK BRNOVICH

ATTORNEY GENERAL

OFFICE OF THE ARIZONA ATTORNEY GENERAL

OPERATIONS DIVISION

PROCUREMENT SECTION

LESLIE HEATHCOTTE

CHIEF OPERATING OFFICER

CINDY PALMER

CHIEF PROCUREMENT OFFICER

2005 N CENTRAL AVE, PHOENIX, AZ 85004 602.542.7986 WWW.AZAG.GOV

August 22, 2022

Mr. Doug Northup Fennemore Craig PC 2394 E Camelback Rd, Suite 600 Phoenix, AZ 85016 dnorthup@fennemorelaw.com

RE: BPM004664 Outside Counsel – Out of State Collection Services – Notification of Award

Dear Mr. Northup:

In accordance with A.R.S. §41-2538 and the evaluation criteria listed in the Request for Proposal, the Arizona Attorney General’s Office has determined that your firm be awarded a contract to perform outside counsel, out of state collections services on behalf of the State of Arizona.

Fennemore Craig PC is awarded for the following State(s) for the service with the set contingency fee %:

1. California 2. Colorado 3. Nevada

Amount Collected Contingency Fee % Amount Collected Contingency Fee % Up to $25,000 Up to 33% $100,001 to $500,000 Up to 33% $25,001 to $50,000 Up to 33% $500,001 to $1,000,000 Up to 33% $50,001 to $100,000 Up to 33% Over $100,000,001 Up to 33%

Enclosed is an executed copy of the contract for your files, retain it for future reference concerning any case that is assigned. The original document(s) is on file in the AZ Attorney General’s Office.

Waivers for Conflict of Interest

The State of Arizona requires that your firm identify and describe any type of matter, regardless of whether the matter involves litigation, in which your firm proposes to become involved or is involved, against the State of Arizona and a concise statement of how your firm proposes to resolve the conflict of interest. In matters involving the AGO’s Civil Rights Section, the AGO asks that your firm request a waiver prior to accepting representation of a respondent. A Request for Waiver Form has been included in this attachment for future use.

Requests for waivers of conflict of interest must be submitted in writing either by mail, e-mail, or transmitted by fax to the AZ Attorney General’s Office. Normal response time is approximately 5-7 business days.

Contact: Dawn Northup, Chief Counsel, State Government Division Mailing Address: 2005 N. Central Ave, Phoenix, AZ 85004 E-mail: WaiverRequests@azag.gov; cc: Dawn.Northup@azag.gov

DNORTHUP/27949056.1/099031.0078

MM E M O R A N D U M

TO: Cindy Palmer, Procurement Manager

FROM: Doug Northup, Director

DATE: August 10, 2022

RE: Rate Schedule for RFP AG23-0004

We have revised our rate schedule to indicate that we will charge “up to 33%.” The reason is that cases (and therefore appropriate fees) can vary dramatically based on the facts and the amount of time and costs that are required to be successful. Sometimes, 33% may be higher than appropriate and we often reduce the percentage of our fee at the conclusion of the case. With larger valued cases, ($500,000 and above) we will review the facts at the start of representation and agree to a reduced percentage if appropriate. Often these fees would be in the 20-25% range. We are unable to provide a generalized reduced rate percentage for all amounts collected at this time without knowing the facts of each case and understanding of what is involved.

We will agree to review each case before acceptance to consider a fee percentage less than 1/3. Our revised rate schedule is below. Let us know if you have additional questions or would like to discuss this further. Please consider and accept this as a supplement to our previously submitted response to the above RFP.

Revised Rate Schedule

Amount collected Contingency Fee % Amount collected Contingency Fee %

Up to $25,000 Up to 33% $100,001 to $500,000 Up to 33%

$25,001 to $50,000 Up to 33% $500,001 to $1,000,000 Up to 33%

$50,001 to $100,000 Up to 33% Over $1,000,001 Up to 33%

Douglas C. Northup dnorthup@fennemorelaw.com

2394 East Camelback Road, Suite 600 Phoenix, AZ 85016-3429

PH (602) 916-5362 | FX (602) 916-5562

fennemorelaw.com

July 1, 2022

Jerry Connolly Procurement Manager Office of the Arizona Attorney General 1275 West Washington Street Phoenix, AZ 85007

Re: Request for Proposal #AG23-0004 Out of State Collections

Dear Mr. Connolly:

Fennemore Craig is pleased to respond to AG23-0004 State of Arizona, Office of the Attorney General, Request for Proposal for Out of State Collections.

Our team has represented the State of Arizona for more than two decades in many different areas including commercial litigation, negligence and other tort actions, employment law, appellate, public finance, and taxation. We believe that this experience will provide added benefit when assisting the State in collecting debts owed to the State of Arizona.

Our debt collection law experience includes such areas as (i) deed of trust sales, (ii) foreclosures, (iii) deeds-in-lieu of foreclosure, (iv) appointment of receivers (v) replevin, garnishment and attachment proceedings, pre-judgment and post-judgment, (vi) collection actions,

(vii) guaranty suits, (vii) Uniform Commercial Code issues and sales, and (ix) other commercial litigation matters.

At Fennemore Craig, our clients have benefitted from our practice of offering contingent fee arrangements in cases. A substantial percentage of the firm’s litigation cases are handled via contingent fee.

In responding to the State of Arizona’s Request for Proposal, there were a few items in past contract years that required clarification in light of Fennemore Craig’s various insurance provisions and its sizable practices that routinely interact with state agencies, departments, commissions and other subdivisions of the State of Arizona. Accordingly, as we have done in prior years, we would like to continue under the annual engagement agreements between Fennemore Craig and the Attorney General’s Office as clarified in letters dated November 19, 2015 and December 9, 2014.

If selected, I will serve as the lead for matters provided resulting from this response. I am able to negotiate and obligate terms of the contract on behalf of Fennemore Craig, P.C.

AG23-0004

BUSINESS QUESTIONNAIRE

ATTACHMENT I

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

Business Questionnaire This section requests information about the contractor. Please follow the format outlined in this section when responding.

Do not provide a standard boilerplate for this information or make reference to a brochure or report as part of your response. If an item is not applicable, indicate so by inserting “N/A”

Fennemore Craig, P.C. 1885

Firm Name Year Firm was Established

2394 E. Camelback Road, Suite 600

Firm Address

Phoenix AZ 85016 602-916-5000 602-916-5999

City State Zip Primary Phone Number Contact Fax Number

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

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

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

5 245 39 215

Executives Attorneys Paralegals Support Staff Collectors

Other: Other: Total Personnel

Names of not more than two Principals to contact:

Doug Northup Director 602-916-5362 dnorthup@fennemorelaw.com

Name Title Phone Number Email Address

Name Title Phone Number Email Address

Business Focus, by Profile, or Firm’s Relevant Project Experience:

Profile of Business Focus Percentage of Revenue Profile of Business Focus Percentage of Revenue

A. Legal 100% D.

B. E.

C. F.

CONFLICTS OF INTEREST

ATTACHMENT I

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

Acceptance of Insurance Requirements:

Indicate that you have read, understand and will comply with the Insurance requirements specified in the Request for Proposal. Check the appropriate response.

Yes, we will comply with the Insurance requirements

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.

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

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

Hitachi Data Systems Corp. Tax Refund Claim (conflict waiver obtained) May 2017 Ongoing

Salesforce.com, Inc. Tax Refund Claim (conflict waiver obtained) May 2017 Ongoing

North American Communications Resource Tax Refund Claim (conflict waiver obtained) May 2017 Ongoing

Pinal County; Pinal Regional Transportation Authority (Vangilder v.

ADOR - Tax Appeal) (conflict waiver obtained) April 2019 Ongoing

Urban Playground, LLC; Hopelessly Urban, LLC; Mat and Sharry Englehorn/Arizona Dept. of Revenue Tax Dispute (conflict waiver obtained)

May 2020 Ongoing

State of Arizona v. Empire Southwest LLC (conflict waiver obtained) August 2020 November 2020

Rasean Clayton v. Kanye West. et al. (conflict waiver obtained) September 2020 October 2020

Arizona Commerce Authority - Fann v. State of Arizona (amicus brief) (conflict waiver obtained) March 2021 August 2021

AG17-0035

III. AGREEMENT FOR OUTSIDE COUNSEL

ATTACHMENT I

Office of the Attorney General 1275 W. Washington Phoenix, AZ 85007-2926

Samantha Marcus v. Arizona Dept. of Child Safety (conflict waiver obtained) July 2021 Ongoing

TSMC v. ADOT (conflict waiver obtained) May 2022 Ongoing

Rauch North America Inc. (conflict waiver obtained) April 2021 Ongoing

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

Boruch v. State CV2014-014115

CV2015-007341

June 2015 October 2021

Arizona State Retirement System

Various Matters Ongoing Ongoing

Mary Ann Mendoza v. State CV2015-051831 March 2016 April 2022

Harianto v. State CV2015-051925 July 2016 Ongoing

Arizona Advocacy Network, et al.

v. State of Arizona, et al.

CV2017-096705 November 2017 December 2020

Peoria Ave., LLC d/b/a Cabaret

v. State of Arizona, et al.

CV2019-003936 July 2019 October 2020

Monarch v. Arizona Department of Gaming

CV-19-4928-PHX-JJT August 2019 March 2022

East Gone West, LLC v. ADOT, et al.

CV2019-094320 October 2019 January 2021

Francis Patrick Bertolino, et al.

v. ADOT, et al.

CV2019-003490 October 2019 Ongoing

Karen Henson and Joe Henson

v. ADOT, et al.

CV2019-095583 October 2019 January 2021

Arizona Dept. of Corrections and Arizona Dept. of Administration

SCIP/SCIDD October 2019 Ongoing

Arizona Department of Health Services / 2020 Petition of AZ

MAMMA

No case number assigned April 2020 June 2020

Claim of Lamar Begay and Alejandra Llamas

LMS20-0144/RSK:G201921007 April 2020 January 2021

Erma Johnson v. State, et al. CV2021-008186 August 2020 Ongoing

State v. JUUL Labs, Inc. CV2020-000317 August 2020 January 2022

Russell B. Toomey v. State of Arizona, et al.

4:19-cv-00035-TUC-RM (LAB) September 2020 Ongoing

Claim of Jennifer Hardesty LMS20-0375/RSK:G202020086-5 November 2020 April 2021

AG17-0035

III. AGREEMENT FOR OUTSIDE COUNSEL

ATTACHMENT I

Office of the Attorney General 1275 W. Washington Phoenix, AZ 85007-2926

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

Claim of Max Corral/Marcos Torres

LMS20-0306/RSK:G202020086-1 November 2020 March 2021

Castro v. Martin, et al. G201720818/LMS17-0465 June 2021 March 2022

Sajida Long, mother of Angelina Bennett v. State

LMS21-0172/RSK:G202120009-1 April 2021 January 2022

Kira Fairbank LMS21-0231/RSK:G202021321-1 June 2021 January 2022

Albert and Linda Badalpour LMS21-0250/RSK:G202120032-2 July 2021 March 2022

City of Phoenix v. State, et al. CV 2021-012955 August 2021 June 2022

Arizona School Boards Association, Inc., et al. v. State

CV2021-012741 August 2021 March 2022

Lindsey Scofield-Kramer (Robert William Kramer Estate), et al. v.

ADOT

LMS21-0276/RSK:G202120059-1 August 2021 April 2022

Christopher Mulverhill v. State, et al.

CV2022-003933 November 2021 Ongoing

Josie Mulverhill v. State, et al. CV2022-003943 November 2021 Ongoing

Charlies Dorris et al. v. State, et al.

CV2022-051206 November 2021 Ongoing

RATE SCHEDULE & SERVICE AREAS

ATTACHMENT I

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

Rate Schedule

Provide a contingency fee percentage to be based upon the total outstanding debt when referred. Contingency Fee is paid only on the amount collected. Offeror may provide a reduced rate on any individual case assigned.

Amount collected Contingency Fee % Amount collected Contingency Fee %

Up to $25,000 33% $100,001 to $500,000 33%

$25,001 to $50,000 33% $500,001 to $1,000,000 33%

$50,001 to $100,000 33% Over $1,000,001 33%

Areas of Service:

Areas in which your firm is licensed to practice law:

We have attorneys licensed in Arizona, California, Colorado, Nevada, Connecticut, Illinois, Michigan, Minnesota, Missouri, Montana, Nebraska, New Jersey, New York, Ohio, Pennsylvania, Utah, Virginia, Washington, Washington D.C., and Wyoming.

Areas in which your firm is offering to provide service:

Fennemore Craig is offering to provide service for large judgment or debt collection matters in California, Colorado and Nevada.

States or areas of State where Contracted Counsel charges contingency fee only (No Travel Expenses), defined as Contracted Counsel’s “normal geographic area of practice.” (May be specified by county, city, etc.):

Arizona, California, Colorado, and Nevada

States or areas of State where Contracted Counsel would accept collection matters only if travel expenses were paid in addition to contingency fee (may be specified by county, city, etc.).

QUALIFICATIONS OF KEY PERSONNEL

ATTACHMENT I

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

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.

Doug Northup Director

Name of Individual Title

Leader Commercial Litigation

Proposed Project Role Area(s) of Expertise

013987 Arizona 1991

Bar Registration No. State of Issue Year

Bar Registration No. State of Issue Year Oklahoma City University School of Law, summa cum laude J.D. 1991

Education Degree Year New Mexico State, University B.A. 1984

Education Degree Year

How is this individual associated with the Offeror – e.g. Employee, Independent Contractor, etc.?

Employee

Work History:

1991- Present | Fennemore

Highlights Represented the State of Arizona, Arizona Department of Transportation, in a 135 plaintiff mass action seeking 8 figures in damages resulting from flooding that occurred in Mesa, Arizona, along the U.S. 60 freeway. Following a hard-fought and complex three-week jury trial, we obtained an unanimous jury verdict on all of plaintiffs’ claims. The jury also unanimously found that we established the “State of the Art” affirmative defense, which would have barred any liability that otherwise might have been established.

Represented a large solid waste company in a dispute over a success fee and royalty. The claimant in arbitration contended it had earned a large success fee and multi-million dollar royalty in connection with a landfill expansion. After a full evidentiary hearing, the arbitrator ruled that the claimant had not established entitlement to either the success fee or royalty and issued an award in favor of our client. The claimant moved the Arizona Superior Court to vacate the award. The court denied the motion to amend and confirmed the arbitration award in our client’s favor.

ATTACHMENT I

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

Any additional relevant training or experience:

Doug Northup is an experienced trial attorney in our business litigation practice group whose work focuses on complex commercial business litigation, high-risk tort defense and professional liability litigation. As a business litigation attorney, he represents large corporate clients in a variety of contractual disputes, franchise, and real estate litigation. He also possesses broad experience in premises and security liability cases representing government clients, manufacturers, businesses and other organizations. Doug also handles cases related to the Petroleum Marketing Practices Act (PMPA), and insurance coverage and bad faith matters for policyholders.

As a former police officer who was dedicated to serving his community, Doug’s passion for exceptional client service has established him as a mentor for many of our associates; he advocates looking at life from a client’s perspective. In any situation, he always puts himself in the position of the audience, which can be the client, or jury, judge or other decision-maker.

Doug’s success as a business litigation attorney comes from not only solving problems, but from consistently winning, and his flexibility at managing teams on large, complex cases. Although he assists clients with avoiding and minimizing the risk of litigation through contractual indemnity and limitation of liability clauses and insurance, clients and opposing counsel also know that Doug is always ready to go to trial. This ability to develop complex strategies – thinking like a chess player who is always looking several moves ahead – combined with his experience in picking juries and trying multifaceted cases means that this Phoenix-based litigation attorney is always in demand.

ATTACHMENT I

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

Daniel M. Reilly Director

Name of Individual Title

Colorado Team Leader

Proposed Project Role Area(s) of Expertise 11468 Colorado 1981

Bar Registration No. State of Issue Year

Bar Registration No. State of Issue Year University of Denver -Strum College of Law J.D. 1981

Education Degree Year Michigan State University B.A. 1978

Education Degree Year

How is this individual associated with the Offeror – e.g. Employee, Independent Contractor, etc.?

Employee

Work History:

Fennemore | 2021- Present Reilly LLP | 2000-2021

Highlights:

Dan was lead counsel for multiple plaintiffs in highly-complex litigation against several bank trustees and numerous other defendants, securing significant recoveries through settlement and substantial judgments. The litigation arose out of a multi-state fraud scheme involving National Prearranged Services, Inc. (a Missouri-based preneed funeral contracts seller) and its two related insurance companies domiciled in Texas. Dan was retained by 35 state life and health insurance guaranty associations, NOLHGA, and the Texas Special Deputy Receiver to seek recoveries from over 40 defendants, including multiple bank trustees, an accounting firm, and the former officers and directors of NPS and the insurance companies. Plaintiffs’ claims included negligence and breach of fiduciary duty against the bank trustees for allowing the preneed trust funds to be looted, accounting malpractice, and RICO (Racketeer Influenced and Corrupt Organizations Act) claims against the former officers and directors. Settlements with most defendants were negotiated before trial, resulting in large recoveries for the clients. A five-week jury trial was held in federal court in Missouri in early 2015, where a jury verdict of $391 million (including a punitive damages award) was entered against PNC Bank. After the Eighth Circuit remanded the case against PNC Bank for a trial to the Court, Dan again served as lead counsel and head of the trial team that secured a combined $106 million judgment ($99 million in compensatory and punitive damages and $7 million in attorney’s fees and litigation costs) against PNC Bank for breach of trust. PNC’s appeal of the $106 million judgment is currently pending.

Dan served as lead plaintiffs’ counsel in seven state class actions brought against regional phone provider U.S. West for installation delays experienced by 250,000 customers. The U.S. West cases settled for $36 million in settlement funds and $7.2 million in attorney’s fees.

Seven state insurance guaranty associations sued a regional brokerage firm following the liquidation of MidWest Life. The claims were for fraud and breach of fiduciary duties. After three successful jury trials in Colorado, Washington and a three-

ATTACHMENT I

State of Arizona Office of the Attorney General 2005 N Central Ave Phoenix, AZ 85004 month trial in Iowa, the brokerage firm agreed to settle the cases for $30 million.

Any additional relevant training or experience:

Daniel Reilly is a civil trial lawyer with more than 30 years of trial experience as lead counsel in complex cases around the country. He has been lead counsel for a broad spectrum of complex multi-jurisdictional commercial litigation matters, including both the prosecution and defense of class actions for individuals and major corporations. His cases have been throughout the United States. Dan has served as litigation counsel for the Denver Broncos Football Club, PERA, AIG, NOLHGA (National Organization of Life and Health Insurance Guaranty Associations), Liberty Media, Medtronic and a number of other corporations and individuals. When representing plaintiffs, he has achieved multiple million-dollar jury verdicts.

Dan’s colleagues in the legal profession, judges as well as lawyers, value his courtroom skills and experience and eagerly attend his presentations. For many years, he addressed the Colorado Judicial Conference on timely subjects like the evidentiary issues raised by the use of technology in the courtroom, and the standards used to determine the admissibility of scientific and other expert opinions.

ATTACHMENT I

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

John McHugh Director and Denver Office Managing Partner

Name of Individual Title

Colorado Team

Proposed Project Role Area(s) of Expertise 45456 Colorado 2012

Bar Registration No. State of Issue Year

Bar Registration No. State of Issue Year New York University School of Law J.D. 2009

Education Degree Year University of Idaho B.A. 2002

Education Degree Year

How is this individual associated with the Offeror – e.g. Employee, Independent Contractor, etc.?

Employee

Work History:

Fennemore | 2021- Present Reilly LLP | 2011-2021 Quinn Emanuel | 2009-2011

Highlights:

Member of a trial team that secured a combined $106 million judgment ($99 million in compensatory and punitive damages and $7 million in attorney’s fees and litigation costs) against PNC Bank for breach of trust on behalf of 35 state life and health insurance guaranty associations, NOLHGA, and the Texas Special Deputy Receiver. The litigation arose out of a multi-state fraud scheme involving National Prearranged Services, Inc. (a Missouri-based preneed funeral contracts seller) and its two related insurance companies domiciled in Texas. The Eighth Circuit affirmed the judgment in its entirety.

Argued and secured a victory before the Colorado Supreme Court on the application of Colorado’s usury law to forbearance fees. The decision not only entitled John’s client to a refund of the excess interest charged, but clarified the protections available to all commercial borrowers in Colorado.

Secured dismissal of breach of fiduciary duty claims against the former chairman of the board of directors for a large, multi-state energy organization. Chimney Rock Public Power District, et al. v. Tri-State Generation & Transmission Association, Inc., et al., 2010 CV 02349 (D. Colo.).

Any additional relevant training or experience:

John McHugh is a skilled trial attorney with a wide civil practice that includes experience in cases in the financial services, insurance, energy industries and LGBT rights. An experienced trial attorney, John has experience in all phases of a case, including initiating lawsuits, document discovery, depositions, motions practice, mediation, trial, and appeals. John is

ATTACHMENT I

State of Arizona Office of the Attorney General 2005 N Central Ave Phoenix, AZ 85004 responsible for the oversight of litigation ranging from individual lawsuits to multi-million dollar business disputes. From the outset of each case, John works with his clients and the trial team to develop a theme and strategy. His persuasive motion practice, writing skills, and in-court advocacy provide results-oriented service to his clients regardless of the size or complexity of their case. John’s experience as a trial lawyer allows him to effectively advocate for his clients to pursue the best remedy possible on their behalf.

Since becoming an attorney, John has worked on high-stakes and notable matters. At Reilly, he enjoyed representing prominent clients including professional sports teams, SEC investment advisors, and national title companies. Prior to joining Reilly, he was an associate with the international law firm Quinn Emanuel Urquhart & Sullivan in New York City.

ATTACHMENT I

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

Clare Pennington Director

Name of Individual Title

Colorado Team Member

Proposed Project Role Area(s) of Expertise 37896 Colorado 2006

Bar Registration No. State of Issue Year

Bar Registration No. State of Issue Year University of Colorado School of Law J.D. 2006

Education Degree Year Bradley University B.A. 2002

Education Degree Year

How is this individual associated with the Offeror – e.g. Employee, Independent Contractor, etc.?

Employee

Work History:

Fennemore | 2021- Present Reilly LLP | 2007-2021 Law Clerk to the Honorable Nancy Rice | 2006-2007

Highlights:

Represented multiple plaintiffs in highly-complex litigation against several bank trustees and numerous other defendants, securing significant recoveries through settlement and substantial judgments. The litigation arose out of a multi-state fraud scheme involving National Prearranged Services, Inc. (a Missouri-based preneed funeral contracts seller) and its two related insurance companies domiciled in Texas. Clare and others were retained by 35 state life and health insurance guaranty associations, NOLHGA, and the Texas Special Deputy Receiver to seek recoveries from over 40 defendants, including multiple bank trustees, an accounting firm, and the former officers and directors of NPS and the insurance companies. Plaintiffs’ claims included negligence and breach of fiduciary duty against the bank trustees for allowing the preneed trust funds to be looted, accounting malpractice, and RICO (Racketeer Influenced and Corrupt Organizations Act) claims against the former officers and directors. Settlements with most defendants were negotiated before trial, resulting in large recoveries for the clients. A five-week jury trial was held in federal court in Missouri in early 2015, where a jury verdict of $391 million (including a punitive damages award) was entered against PNC Bank. After the Eighth Circuit remanded the case against PNC Bank for a trial to the Court, Clare was a key member of the trial team that secured a combined $106 million judgment ($99 million in compensatory and punitive damages and $7 million in attorney’s fees and litigation costs) against PNC Bank for breach of trust. Clare was the lead lawyer on PNC’s appeal of the $106 million judgment. The Eighth Circuit affirmed the judgment in its entirety.

Represented AIG in protecting its rights as a certificate holder in connection with a proposed $8.5 billion settlement of RMBS claims against Bank of America, including as a member of the trial team for an eight-week trial to a New York State Court in 2013.

ATTACHMENT I

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

Clare was a member of the trial team that successfully represented DCP Midstream, LP, one of the nation’s largest natural gas processing companies, in a jury trial involving complex oil and accounting issues. Successors to a gas purchase and processing agreement sought multi-million-dollar payments for natural gas processed out of the DJ Basin in Weld County.

DCP counterclaimed for overpayments, which the jury awarded.

Any additional relevant training or experience:

Clare Pennington is an experienced civil litigator and complex case manager working out of our Denver office. Clare focuses her practice on civil and commercial litigation. She has worked on complex business disputes involving a variety of companies, from family businesses to Fortune 500 corporations. Clare has experience in all aspects and phases of litigation including e-discovery, trial preparation, trial, and appeal. She is an experienced case manager who has directed the work of trial teams on some of the firm’s largest cases.

Throughout her distinguished career, Clare’s legal research and writing skills have allowed her to tackle the most difficult, and often novel, issues faced by our firm’s clients. Clare has experience in all phases of trial, with a particular focus and specialty in the cross-examination of opposing expert witnesses. She has successfully cross-examined experts across multiple disciplines including forensic accounting, actuarial science, and materials and mechanical engineering.

Before entering private practice, Clare served as a judicial law clerk to the Hon. Nancy E. Rice of the Colorado Supreme Court. Through the clerkship, Clare gained valuable research and writing experience, as well as exposure to diverse areas of civil and criminal law.

ATTACHMENT I

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

John D Tennert, III Director

Name of Individual Title

Nevada Team Lead

Proposed Project Role Area(s) of Expertise 11728 Nevada 2009

Bar Registration No. State of Issue Year

Bar Registration No. State of Issue Year Gonzaga University School of Law J.D. 2009

Education Degree Year University of Nevada, Reno B.S. 2005

Education Degree Year

How is this individual associated with the Offeror – e.g. Employee, Independent Contractor, etc.?

Employee

Work History:

Fennemore | 2021- Present Lionel Sawyer & Collins | 2009-2014

Highlights:

Representing secured creditors in numerous Chapter 11 bankruptcy proceedings.

Defending multinational telecommunications corporation in lawsuit asserting claims for fraudulent inducement of advertising contract, obtaining dismissal of lawsuit prior to trial.

Representing national bank in Attorney General lawsuit asserting violations of consumer protection laws.

Any additional relevant training or experience:

John is a member of the firm’s business litigation practice. He represents businesses and individuals in a variety of complex civil litigation, financial service and natural resource matters, and has handled matters involving contract disputes, business torts, fraud, environmental issues and creditors’ rights litigation.

John is a fierce advocate for his clients, and enjoys finding creative strategies to complex legal issues. He has argued before Nevada state and federal courts, including the Nevada Supreme Court and the Bankruptcy Appellate Panel for the Ninth Circuit, on multiple subjects including property law, Nevada foreclosure and deficiency laws, state and federal environmental law, corporate law, constitutional law, federal and Nevada jurisdiction and procedure, and statutory interpretation.

ATTACHMENT I

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

Don J. Pool Director

Name of Individual Title

California Team Lead

Proposed Project Role Area(s) of Expertise 166468 California 1993

Bar Registration No. State of Issue Year

Bar Registration No. State of Issue Year University of Southern California, Gould School of Law J.D. 1993

Education Degree Year California Polytechnic State University – San Luis Obispo B.S. 1990

Education Degree Year

How is this individual associated with the Offeror – e.g. Employee, Independent Contractor, etc.?

Employee

Work History:

Fennemore | 2020- Present Dowling Aaron | 2018-2020 Wild Carter & Tipton | 2016-2018 Powell & Pool | 2000-2015 Kimble MacMichael & Upton | 1993-2000

Any additional relevant training or experience:

Don Pool’s practice focuses primarily on the enforcement of creditor’s rights and commercial litigation in state, federal and bankruptcy courts throughout California. He has represented national, regional and local banks, credit unions, and private lenders in loan enforcement actions, bankruptcy cases, and wrongful foreclosure and lender liability actions. Don also represents commercial landlords and trust deed beneficiaries in post-foreclosure unlawful detainer proceedings, loan workouts, debt restructuring, commercial litigation, and real property litigation.

Born and raised in the Central Valley of California, Don worked through high school on his family’s farm near Modesto, California. That experience has given him a special insight into representation of his farmer, rancher and agriculture clients.

With a finance and business administration degree in college, he was always interested in the intersection of law and business. He has represented commercial creditors for nearly 30 years in state, federal and bankruptcy courts throughout California. He works closely with institutional and private lenders to find cost-effective solutions to problem loans and commercial debts.

REFERENCES

ATTACHMENT I

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

References

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

Reference #1

Company: Potomac Law Group, PLLC

Contact: Mike Rissman Street Address: 1300 Pennsylvania Ave., N.W., Suite 700

City, State, Zip: Washington, D.C. 20004

Telephone #: (480) 540-9984

E-Mail: mrissman@potomaclaw.com

Service Provided: Commercial Litigation

Reference #2

Company: K Hovnanian

Contact: Chad Fuller, Regional Counsel Street Address: 20830 North Tatum Boulevard Suite 250

City, State, Zip: Phoenix, AZ 85050

Telephone #: (480) 8244118

E-Mail: cfuller@khov.com

Service Provided: Commercial Litigation

Reference #3

Company: Meritage Homes

Contact: Scott Shelley, Vice President, Litigation Counsel Street Address: 8800 East Raintree Drive, Suite 300

City, State, Zip: Scottsdale, AZ 85260

Telephone #: (480) 515-8020

E-Mail: Scott.Shelley@meritagehomes.com

Service Provided: Commercial Litigation

Email your request to: WaiverRequests@azag.gov Copy to: Dawn Northup @ Dawn.Northup@azag.gov

Doc #: 7309290 (rev 9-2018)

MARK BRNOVICH

ATTORNEY GENERAL

OFFICE OF THE ARIZONA ATTORNEY GENERAL

STATE GOVERNMENT DIVISION

DAWN NORTHUP

DIVISION CHIEF COUNSEL

DIRECT PHONE NO. 602-542-8872

DAWN.NORTHUP@AZAG.GOV

REQUEST FOR A WAIVER OF CONFLICT FORM

Standard turnaround for a waiver is 5-7 business days.

Date of Request: Expedited Request:* Yes: No: Date Needed:

*If yes, please provide reason for exceptional circumstance:

Requesting Attorney: Email:

Firm on State Contract: Phone:

Firm Address:

Atty(s) involved in new representation:

State Agency(s) involved (be specific):

REPRESENTATION IN THE NEW MATTER:

Client(s):

Caption Matter:

Court (if any):

Case/ID Number:

Briefly describe your representation (attach copies of any documents relating to your waiver request (i.e., complaint, etc., if any):

To the extent that the firm expresses an opinion that no waiver is required, provide an explanation of the basis for that belief:

Please indicate whether any attorneys who will be working on the matter for which the waiver is sought were employed by AGO, the relevant State entity, or the Governor’s office within the previous 2 years. Additional sheets can be attached as necessary.

Is the firm currently representing any State agency(s), if so, please list any and all cases (include attorney(s) involved in the matter)

If the firm has represented the State in the last 2 years, please list any and all cases (include attorney(s) involved in the matter) and dates of representation: