_Fennemore_Craig_-_Contract_No._AG23-0001-013.pdf

Office of the Arizona Attorney General Request for Proposal #AG23-0001

November 4, 2022

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Table of Contents

Cover Letter Page 3

Attachment I Page 5

Attachment II – Designation of Confidential, Trade Secret, and Proprietary Information Page 44

Attachment III – Boycott of Israel Disclosure Page 46

Attachment IV – Forced Labor of Ethnic Uyghurs Ban Page 47

Douglas C. Northup Director dnorthup@fennemorelaw.com

2394 East Camelback Road, Suite 600 Phoenix, AZ 85016

PH (602) 916-5362

fennemorelaw.com

November 4, 2022

VIA APP

Cindy Palmer Procurement Manager Office of the Arizona Attorney General 1275 West Washington Street Phoenix, Arizona 85007

Re: Request for Proposal #AG23-0001 Outside Counsel Services

Dear Ms. Palmer:

Fennemore is pleased to respond to AG23-0001 State of Arizona, Office of the Attorney General, Request for Proposal. As one of the Southwest’s largest and oldest law firms, Fennemore serves clients with effective and efficient legal counsel and we value the opportunity to provide information on the firm. Overall service quality and delivering value consistent with a budget are rightfully expected by clients and Fennemore makes these a service priority.

We offer competitive standard hourly rates and welcome a discussion with you on approaching matters on a project fee, blended fee or other alternative fee basis. We very much appreciate the opportunity to provide you with information about Fennemore, and the chance to continue our work with the Office of the Attorney General.

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’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 and the Attorney

Cindy Palmer November 4, 2022

General’s Office as clarified in letters dated December 14, 2017, November 19, 2015 and December 9, 2014.

Sincerely, FENNEMORE CRAIG, P.C.

Douglas C. Northup

AG23-0001

III. AGREEMENT FOR OUTSIDE COUNSEL

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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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.

Fennemore Craig, P.C.

Firm Name Signature of Person Authorized to Sign Offer

2394 E. Camelback Road, Suite 600 Douglas C. Northup

Company Address Printed Name

Phoenix AZ 85016 Director

City State Zip Title dnorthup@fennemorelaw.com 602-916-5362 602-916-5562

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 and/or

State laws.

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.:

The effective date of the Contract is: January 1, 2023

STATE OF ARIZONA

OFFICE OF THE ATTORNEY GENERAL

Awarded this Day of , Cindy Palmer, Procurement Manager

AG23-0001-013

4th January 2023

PWARREN

Northup

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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General Counsel Information ((

Special Instructions to Offerors 7.2.1.1

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 602-916-5099

City State Zip Primary Phone Number Primary 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)

California, Colorado and Nevada

Provide the names of any other state your firm has an office

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

Special Instructions to Offerors 7.2.1.2:

158 38 47 39/79

Partners Of Counsel Associate Paralegal/Legal

Asst Law Clerks

141 502

Other: Staff Other: Total Personnel

Names of not more than two Principals to contact

Special Instructions to Offerors 7.2.1.3

Douglas C. Northup Director 602-916-5362 dnorthup@fennemorelaw.com

Name Title Phone Number Email Address

Marc Lamber Director 602-916-5332 mlamber@fennemorelaw.com

Name Title Phone Number Email Address

Has your firm ever held a contract with the Office of the Attorney General? For how many years?

Special Instructions to Offerors 8.2.1.4

Yes: No: We have served as counsel to the Office of the Attorney General for more than 15 years.

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Statement Indicating Your Firm’s Willingness to Accept Assignments Statewide

Special Instructions to Offerors 7.2.1.5

Yes, we will accept assignments statewide No, we will not accept assignments statewide

Acceptance of Insurance Requirements

Special Instructions to Offerors 7.2.1.6

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

Conflicts of Interest

Special Instructions to Offerors 7.2.1.7

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. Indicate that you have read, understand and will comply with the Conflicts requirements specified in Section 7 of the Agreement. Check the appropriate response.

Yes, we will comply with the Conflicts of Interest requirements

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

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

Special Instructions to Offerors 7.2.1.8

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

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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

Special Instructions to Offerors 7.2.1.9

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

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

March 2021 August 2021

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

Special Instructions to Offerors 7.2.1.10

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

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

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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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

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

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 July 2022

Josie Mulverhill v. State, et al. CV2022-003943 November 2021 July 2022

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

CV2022-051206 November 2021 July 2022

Mi Familia Vota III cases 2:22-cv-00509 (Lead case) 2:22-cv-01381

August 2022 Ongoing

Mary Jimenez, et al. v. State, et al.

CV2022-009772 September 2022 Ongoing

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Disclosure of any State Bar Association Investigations and Malpractice Suits

Special Instructions to Offerors 7.2.1.11

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.

Check the appropriate response Yes No

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

Prieto Motor Co. v. Richard Aaron—Pending Cardenas v. Fennemore Craig—Dismissed Cannabis Renaissance Group v. Fennemore Craig, P.C.—Dismissed Barry Atkins v. Jessica Post—Dismissed

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

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):

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

Areas of Practice

Special Instructions to Offerors 7.2.1.12

Check each area your firm is to be considered:

1. Appellate Work

2. Arizona State Retirement – Issues Related to IRS Code Section 401 – Qualified Pension Plans – Investments

3. Bankruptcy

4. Child Support and Spousal Maintenance Enforcement

5. Civil Rights, Housing Discrimination, Disabilities

6. Commercial, Contract and Other Civil Advice & Litigation

7. Conservatorships or Receiverships Involving the State or State Agencies

8. Criminal Law

9a. Data Breach – Counseling, Reporting

9b. Data Breach – Litigation

10. Education

11. Elections & Voting Rights

12. Eminent Domain Law

13. Employment Law, Discrimination – Age, Sex, Race, Religion, Disabilities

14a. Environmental Law – Air

14b. Environmental Law – Hazardous Waste

14c. Environmental Law – Water

15. Gaming Law

16. Immigration Law – Federal

17. Indian Law – General

18a. Insurance Law

18b. Insurance Coverage

19. International Law – Provide the Nation(s):

20. Law of the River

21. Natural Resources, Public Land Use, and Water Law

22. Negligence and Other Tort Actions

23. Patent Law, Trademark and Copyright

24. Public Contract Law and Construction

25. Public Finance

26. Public Health

27. Real Property Law

28. Regulatory Advice for State or State Agencies

29. Represent State Employees for Acts Committed as a State Employee

30. Roadway Design, Maintenance, Striping & Traffic Control Devices

31. Subrogation on Behalf of State

32. Taxation

33. Tribal Court – Provide State tribal court(s) admitted to:

34. U.S.C. 42 Section 1983 Law

35. Utilities/Power

36. Workers’ Compensation

37. Zoning

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

List the Attorneys the Firm Wishes to be Considered for this Contract

Special Instructions to Offerors 7.2.1.13

This form should be prepared showing each individual and the Area(s) of Practice in which Counsel wishes the individual to be considered for. A brief resume should be attached describing each individual’s qualifications for the Area of Practice. Add additional pages if needed.

Name of Individual Arizona State Bar

Number Years of Practice

Area of Practice Item

Number(s)

Title (Partner OF Counsel or Associate)

Amy Abdo 016346 32 6, 22 Partner

Robert Anderson 011372 35 21 Partner

Anthony Austin 025351 15 3 Partner

Timothy J. Berg 004170 45 1, 11, 17 Partner

Rhett Billingsley 023890 17 21 Partner

Ryan Curtis 025133 13 2 Partner

J. Christopher Gooch 019101 24 6, 22, 31 Partner

Sean T. Hood 022789 19 6, 21 Partner

Patrick Irvine 006534 42 10, 11, 12, 15, 17, 24, 25, 32

Partner

Norman D. James 006901 41 21 Partner

Todd Kartchner 021857 20 9a, 9b Partner

Andrea Marconi 022577 18 6, 22, 29, 31 Partner

Dawn Meidinger 17373 26 21 Partner

Ann Morgan Licensed in Nevada

41 1,6,22 Partner

Douglas C. Northup 013987 31 1, 6, 11, 18a, 18b, 22, 29, 30, 31, 34

Partner

Jeffrey S. Pitcher 14007 31 27 Partner

Jessica Post 027468 16 1, 9, 13 Partner

Janice Procter-Murphy 013078 32 1, 12 Partner

Stacie Smith 015292 30 23 Partner

Emily Ward 029963 9 1, 6, 11, 22, 29, 30, 31, 34

Partner

Derek Pfaff 033580 25 21 Partner

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Name of Individual Arizona State Bar

Number Years of Practice

Area of Practice Item

Number(s)

Title (Partner OF Counsel or Associate)

Taylor Burgoon 033970 6 1, 6, 18a, 18b, 22, 29, 30, 31, Associate

Shannon Cohen 034220 5 6, 22 Associate

Brett Gilmore 034598 4 6, 22 Associate

Bradley Pew 033876 6 1, 6, 22 Associate

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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It is important to provide the Office of the Attorney General with enough information to make a determination that attorneys have actual experience to handle cases for the State of Arizona. It is expected that they provide succinct relevant statements indicating this experience for each area of law the attorney is to be considered. The sample provided below is provided to illustrate the process of completing the resume form, it is not intended to establish actual experience required. The Offeror may use a similar form provided it maintains the basic format presented in this RFP.

SAMPLE RESUME FIRST AREA OF LAW

C. Qualifications and Experience of Individuals

Use this form or an equivalent form to provide the names of the attorneys and their qualifications and expertise. A separate form should be used for each area of law. Offeror should provide a concise, relevant statement providing the information needed to inspire confidence in the attorney’s abilities. Full resumes may be provided as an attachment to your proposal. Make copies as necessary. Offeror may produce their own form provided the form follows this format.

1. Area(s) of Practice: 1 Appellate

2. Name of Individual 3. Title (Partner, OF Counsel or Associate)

4. Arizona State Bar

Number

5. Years of experience in this area of law

John Doe Jane Smith Bob Jones

Partner Associate Associate

0000000 0000000 0000000

6. Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

John Doe: Appellate Work; 34 years experience. Mr. Doe has handled approximately 60 appeals in Arizona and in Federal Courts 9th and 3rd, and Federal Court of Appeal. These cases covered a broad range of topics such as civil rights, civil tort, Contract Law, anti-trust, intellectual property rights, a couple noteworthy cases (Doe v State and Smith v Smith) set precedents.

Jane Smith: Appellate work. 9 years of experience in this area of law. Ms. Smith has handled approximately 10 appeals in Arizona and in the 9th

Federal Court. These cases covered a wide range of topics such as civil rights, civil tort, Contract Law.

Bob Jones: 3 years of experience in this area of law. Ms. Smith has handled approximately 5 appeals in Arizona and in the 3rd Federal Court.

These cases covered topics such as civil rights, civil tort, Contract Law.

Note: Please see attached resume for additional details

SAMPLE RESUME

SAMPLE RESUME SECOND AREA OF LAW

C. Qualifications and Experience of Individuals

Use this form or an equivalent form to provide the names of the attorneys and their qualifications and expertise. A separate form should be used for each area of law. Offeror should provide a concise, relevant statement providing the information needed to inspire confidence in the attorney’s abilities. Full resumes may be provided as an attachment to your proposal. Make copies as necessary. Offeror may produce their own form provided the form follows this format.

1. Area(s) of Practice: 28 Regulatory Advice

2. Name of Individual 3. Title (Partner, OF Counsel or Associate)

4. Arizona State Bar

Number

5. Years of experience in this area of law

John Doe Partner 0000000 20

6. Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

John Doe: Area 28. Regulatory Advice: 20 years of experience. Mr. Doe has advised several State Agency Directors, Deputy Directors and Assistant Directors on various regulatory issues affecting their agency. The 20 years of experience saw three different Arizona governors and 2 US Presidents resulting in many changes to policies and regulations.

Note: Please see attached resume for additional details

SAMPLE RESUME

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

Qualifications and Experience of Attorney

Special Instructions to Offerors 7.2.1.14

Use this form or an equivalent form to provide the names of the attorneys and their qualifications and expertise. A separate form should be used for each area of law. Offeror should provide a concise, relevant statement providing the information needed to inspire confidence in the attorney’s abilities. Full resumes may be provided as an attachment to your proposal.

Make copies as necessary. Offeror may produce their own form provided the form follows this format. Add additional pages if needed.

Area(s) of Practice: Commercial, Contract and other Civil Advice & Litigation; Negligence and other Tort Actions

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Amy Abdo Director 016346 32

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Amy Abdo is an experienced trial attorney with a passion for serving our clients as she chairs our litigation legal practice. Adept at leading legal teams with a pragmatic, strategic, organized, and efficient manner, this Phoenix-based business litigation attorney has built her unmatched reputation with cases ranging from business litigation, professional liability defense and employment law, to public records law, and complex e-discovery issues. Amy represents business clients in complex commercial matters, frequently litigating covenants not to compete and other restrictive covenants, often in compressed evidentiary proceedings. As an experienced employment lawyer, employers also turn to Amy to defend them against discrimination, harassment, breach of contract, wrongful discharge and employment-related tort claims. She also works with clients to resolve employment issues spanning the realms of offer letters to confidentiality agreements, to noncompetition and nonsolicitation agreements.

Professional Activities: Member, Labor and Employment Section, American Bar Association; Member, Arizona Association of Defense Counsel; Member, The Sedona Conference Working Group 1 on Electronic Documents Retention and Production; Vice-Chair, Board of Directors, Christian Family Care Agency; Past Chair, Labor and Employment Section, State Bar of Arizona; Past Chair-Elect, Treasurer and Secretary, Labor and Employment Section, State Bar of Arizona; Past Chair, Continuing Legal Education Committee, Labor and Employment Section, State Bar of Arizona; Past Co-Chair, Labor and Employment Section, State Bar of Arizona's Annual Convention; Former Arbitrator, Orange County Bar Association Mandatory Fee Arbitration Committee; and Former Barrister, William P. Gray Legion Lex Inn of Court Foundation

Admissions: Arizona; California; Nevada; U.S. District Court, District of Arizona; U.S. District Court, Central District of California; U.S. District Court, Eastern District of California; U.S. District Court, Northern District of California; U.S. District Court, Southern District of California; U.S. Court of Appeals, Ninth Circuit

Education and Honors: J.D., University of San Diego School of Law; B.S., with distinction, San Diego State University;

Former Judicial Extern, Court of Appeals, Fourth Appellate District, State of California; Best Lawyers in America®, Employment Law Management, Litigation - Labor and Employment, 2014-2022; Southwest Super Lawyers®, Business Litigation, 2017-2022; Benchmark Litigation, Local Litigation Star, 2016-2022; Selected, "Most Influential Women in Arizona Business," AZ Business Magazine, 2015; bizAZ's, "Up-And-Coming-Attorneys," 2005; and AV® Preeminent™ Peer Review Rated (the highest rating available), by Martindale-Hubbell

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Area(s) of Practice: Natural Resources, Public Land Use and Water Law

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Robert Anderson Partner 11372 35

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Robert Anderson practices in the areas of environmental, natural resources and water law, and previously co-chaired the firm’s natural resources, energy and environmental practice. His practice focuses on water rights and water resource issues, as well as water quality, wetlands, and endangered species.

Robert has provided strategic oversight and guidance in conjunction with wetlands permitting of large, complex projects over the past twenty-five plus years, including over 20 projects involving master-planned communities larger than 2,000 acres, a major new “green fields” mining facility in Southern Arizona, several mine expansions, renewable energy projects, and numerous smaller permitting efforts involving residential, industrial and commercial developments. These involved addressing compliance with NEPA, endangered species and cultural resource requirements.

Robert has provided guidance to regional and national trade associations on development and implementation of wetlands and Clean Water Act policies, including filing comments on rulemaking initiatives and major general permitting developments (including Clean Water Act jurisdiction rule, Section 404 nationwide permits and NPDES stormwater). In addition, Robert routinely represents regulated business concerns in maintaining compliance with Clean Water Act regulatory requirements.

Robert represents a private water company in In re Fort Huachuca and In re San Pedro Riparian National Conservation Area, two contested cases within the larger general stream adjudication, In Re The General Adjudication of All Rights to Use Water in the Gila River System and Source (2016-present).

He has represented development interests in the stakeholder process associated with the Central Arizona Water Conservation District’s Plan of Operation for the Central Arizona Groundwater Replenishment District (2013-2015), Project ADD Water (2007-11), participated in the Arizona Municipal Water Users Association’s sustainability initiative (2007-08), commented on revisions to the assured water supply rules (2005-06), and participated in the stakeholder process leading to the adoption of the Central Arizona Groundwater Replenishment District Plan of Operation (2003-04) and Third Management Plan (1998-99).

Professional Activities: Member, Environmental and Natural Resources Section, State Bar of Arizona; Member, Section of Environment, Energy and Resources, American Bar Association; and Board of Directors, Arizona Forward

Admissions: Arizona; U.S. District Court, District of Arizona

Education and Honors: J.D., University of Minnesota Law School; B.A., summa cum laude, Concordia College; Best Lawyers in America, Animal Law, 2017 – 2023; Best Lawyers in America, Environmental Law, Natural Resources Law, Water Law, 2007- 2023; Best Lawyers in America, Lawyer of the Year, Environmental Law, 2015; Best Lawyers in America, Lawyer of the Year, Natural Resources Law, 2013 and 2020; Arizona’s Top Lawyers, AZ Business Magazine, 2013-2014; Chambers USA, Leading Lawyers for Business, 2007-2017; Southwest Super Lawyers, Environmental, Energy & Natural Resources, 2007-2009, 2011- 2014; and AV Preeminent Peer Review Rated (the highest rating available), by Martindale-Hubbell

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Area(s) of Practice: Bankruptcy

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Anthony Austin Partner 025351 15

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Anthony Austin’s practice focuses in the areas of bankruptcy, creditors’ rights, and restructuring. He represents financial institutions, debtors, creditors, and trustees in all phases of complex litigation and restructuring transactions, including trials and appeals. Anthony has a wide-range of commercial litigation experience involving foreclosures, receiverships, and guarantor litigation. He represents clients at trial and various types of hearings before the Bankruptcy Court, District Court, and Arizona Supreme Court.

Professional Activities: Chair-Elect, Bankruptcy Section, State Bar of Arizona; Member, State Bar of Arizona; Member, Maricopa County Bar Association; Member, State Bar of Nevada; Member, American Bankruptcy Institute; and Member, Arizona Bankruptcy American Inn of Court

Admissions: Arizona; Nevada; U.S. District Court, District of Arizona; U.S. District Court, District of Nevada

Education and Honors: J.D., cum laude, University of Arizona, James E. Rogers College of Law; B.S., summa cum laude, Northern Arizona University; Best Lawyers in America®, Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law, 2019-2023 Southwest Rising Stars, 2015-2022, Emerging Leaders Award, M&A Advisors, 2018, AV® Preeminent™ Peer Review Rated (the highest rating available), by Martindale-Hubbell

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Area(s) of Practice: Appellate Work; Election and Voting Rights, Indian Law - General

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Timothy J. Berg Partner 004170 47

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Tim has participated in the briefing or argument of more than 300 appeals, spanning a broad field of substantive areas, including employment law, medical malpractice, product liability, environmental, state and local taxation, business torts, real property and mineral rights, bankruptcy, public records law and public utilities law; significant cases include Graham v. ValueOptions (represented provider of mental health services in obtaining reversal of a $25 million punitive damage award); Turkin v. Gordon (represented the City of Phoenix in a lawsuit brought by various taxpayers challenging the constitutionality of a $100 million retail sales tax incentive agreement between the City and developer NPP CityNorth, LLC.

After hearing the case, the Arizona Supreme Court issued a decision early in 2010 that allowed the City of Phoenix sales tax incentive agreement between the City and the developer to stand, adopted a clear view of public purpose and set a framework for the courts to decide whether a transaction will pass muster under the Gift Clause.); Lennar Corp. v. Auto- Owners Ins. Co., 151 P.3d 538 (App. 2007) (represented a major homebuilder in a successful appeal reversing a summary judgment that the homebuilder's and its contractors' insurers did not have a duty to defend a construction defect lawsuit under a general liability insurance policy); Griffis v. Pinal County and Phoenix Newspapers, 215 Ariz. 1, 156 P.3d 418 (2007) (represented a public official in an appeal resulting in an Arizona Supreme Court opinion establishing that personal emails of a public employee located on his or her employer’s computer are not public records unless related to the public business of the employee); US West Communications, Inc. v. Arizona Corporation Commission, 201 Ariz. 242, 34 P.3d 351 (2001) (represented an incumbent telecommunications company in a appeal to the Arizona Supreme Court establishing that all telecommunications providers in the state are subject to the state constitution’s fair value requirement); Hull v. Albrecht, 192 Ariz. 34, 960 P.2d 634 (1998) (represented Arizona Governor Jane Dee Hull in a special action to the Supreme Court concerning the constitutionality of a statute adopted to deal with the court’s mandate concerning funding of construction of school facilities); Tucson Electric Power Co. v. Arizona Department of Revenue, 174 Ariz. 507, 851 P.2d 132 (App. 1992) (represented an electric utility company in a lawsuit relating to deductions for installation of pollution control equipment that established that the Arizona Department of Revenue is subject to estoppel based on advice it gives to a taxpayer.); and Spurlock v. Santa Fe Pacific Railroad Co., 143 Ariz. 469, 694 P.2d 299 (App. 1984), cert. denied, 472 U.S. 1032 (1985) (represented the successor of a land grant railroad company in an appeal that reversed a $20 million punitive damage award and established that a general mineral reservation in a deed from the railroad or successor to a landowner was sufficient to make the railroad the owner of all of the minerals on the conveyed land).

Professional Activities: Past President, American Academy of Appellate Lawyers; Co-Chair, Arizona Equal Justice Campaign;

Member, Appellate Handbook Committee, State Bar of Arizona; Member, State Bar of Arizona; Member, Maricopa County Bar Association; Member, American Bar Association; Past Member, Executive Committee, National Conference of Commissioners on Uniform State Laws

Admissions: Arizona; Arizona Supreme Court, 1975; U.S. Court of Appeals, Federal Circuit, 1994; U.S. Court of Appeals, Eleventh Circuit, 1993; U.S. Court of Appeals, Second Circuit, 1995; U.S. Court of Appeals, Fifth Circuit, 1993; U.S. Court of Appeals, D.C. Circuit, 1991; U.S. Court of Appeals, Ninth Circuit, 1982; U.S. Supreme Court, 1985; United States District Court, District of Arizona, 1975

Education and Honors: J.D., with highest distinction, University of Arizona, 1975; B.A., with high distinction, Arizona State University, 1972; Top 100 Lawyers in Arizona, AZ Big Media, 2020, 2022, Best Lawyers in America, Lawyer of the Year, ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Appellate Practice, 2018; 2021 Best Lawyers in America, Lawyer of the Year, Municipal Litigation, 2014, 2016; Southwest Super Lawyers, Top 50 Arizona Super Lawyers, 2012-2013, 2015-2016; Southwest Super Lawyers, Appellate and Utilities, 2007-2017; Best Lawyers, Lawyer of the Year, Appellate Law, 2011; Best Lawyers in America, Appellate Practice, Communications Law, Energy Law, Municipal Litigation, and Regulatory Enforcement (SEC, Telecom, Energy) Litigation, 2003-2023; Best Lawyers in America®, Lawyer of the Year, Communications Law, 2020, Best Lawyers in America, Lawyer of the Year, Litigation-Regulatory Enforcement (SEC, Telecom, Energy), 2012, 2015, 2017; 2020,2023, Benchmark: Appellate, Leading Appellate Practitioner, Ninth Circuit, 2012-2013; Chambers USA, Leading Lawyers for Business, 2012, 2022; Most Admired CEO Award recipient - Phoenix Business Journal, 2012; Arizona’s Best Lawyers, Appellate Practice and Commercial Litigation, 2011; Distinguished Citizen Award; University of Arizona Alumni Association, 2001; Selected, AZ Business Leaders -Law-Environmental; AV Preeminent Peer Review Rated (the highest rating available), by Martindale-Hubbell

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Area(s) of Practice: Natural Resources, Public Land Use, Water Law

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Rhett Billingsley Director 023890 17

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Rhett Billingsley is a director in our natural resources, energy and environmental law practice group, where he specializes in the areas of water and environmental law. Rhett has 15 years of experience helping municipal, residential development, agricultural, industrial, energy and mining clients to develop practical solutions to water resource and environmental permitting issues. Rhett has successfully represented clients in both the public and private sector, including serving as outside counsel to Fortune 500 companies and working as in-house counsel with the Central Arizona Project.

Rhett has extensive experience in all areas of water law, including Arizona’s assured and adequate water supply programs, due diligence investigations and acquisition of surface water and groundwater rights (including Colorado River and Central Arizona Project entitlements), well sharing agreements, negotiation of development agreements with municipalities, water conservation and drought planning, underground water storage and recovery permitting, federal and Indian reserved water rights, subflow issues, representing clients in the Gila River General Stream Adjudication and other complex water litigation, and drafting and lobbying water resources legislation. Rhett also helps clients with permitting and compliance issues under numerous state and federal environmental programs, including the Endangered Species Act, the Clean Water Act, National Environmental Policy Act (NEPA), and Federal Land Policy and Management Act (FLPMA). Rhett also represents clients on environmental due diligence investigations (Phase I and II environmental site assessments) and regulation of underground storage tanks.

Professional Activities: Arizona Reporter, Rocky Mountain Mineral Law Foundation, Water Law Newsletter, 2018-Present;

Programs Co-Chair, State Bar of Arizona, Environmental and Natural Resources Law Section, Member, 2005-Present;

Executive Council, 2011-2016; Board of Directors, Men's Arts Council of the Phoenix Art Museum, 2010-2015;

and Member, American Bar Association, Mining Committee, Co-Chair, 2009-2010; Chair, 2010-2012, Water Resources Committee, Vice Chair, 2012-2013

Admissions: Arizona and the U.S. District Court, District of Arizona

Education and Honors: J.D., summa cum laude, Arizona State University, Sandra Day O’Connor College of Law; Order of the Coif; and B.S., summa cum laude, Arizona State University; Best Lawyers in America®, Environmental Law, Natural Resources Law, Water Law, 2013-2022; and Southwest Rising Stars®, Energy and Natural Resources, 2012-2016

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Area(s) of Practice: Arizona State Retirement Issues – Issues Related to IRS Code Section 401

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Ryan Curtis Director 025133 15

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Ryan’s practice covers employee benefit plans, trustees, and helps administrators comply with important federal laws including ERISA, the Affordable Care Act, HIPAA and the Mental Health Parity and Addiction Equity Act. He drafts legally compliant and enforceable plan documents, agreements, notices and other policies and procedures; assists with IRS and Department of Labor audit defense and IRS plan corrections; and helps in reviewing benefit claims and negotiating and drafting contractual arrangements with professional service providers and other vendors. As a litigator, he has defended plans in benefit disputes, pursued plan participants who improperly received and retained benefits, and pursued investment managers who engaged in prohibited transactions and breached their fiduciary duty. He has also represented Taft-Hartley multiemployer plans to collect unpaid employee benefit contributions and withdrawal liability.

Professional Activities: Member, State Bar of Nevada; Member, Arizona Bar Association; Member, Maricopa County Bar Association

Admissions: Arizona; Nevada; U.S. District Court, District of Arizona; U.S. District Court, District of Nevada; U.S. Court of Appeals, Ninth Circuit

Education and Honors: J.D., University of Wyoming College of Law; M.A. University of Utah; B. A. Arizona State University;

Chambers USA, Leading Lawyers for Business, 2021-2022

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

22 | P a g e

Area(s) of Practice: Commercial, Contract and other Civil Advice & Litigation; Negligence and other Tort Actions

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

J. Christopher Gooch Director 019101 24

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Chris Gooch heads our real estate litigation practice. Chris represents clients in business matters including breach of contract, business torts, fraud, entitlement litigation, boundary disputes, condemnation actions, title disputes, landlord-tenant matters, professional malpractice, and construction law. His clients include a broad spectrum of entities, ranging from Fortune 500 corporations to entrepreneurs. Through his ongoing representation of various investors and operators as a business litigation attorney, Chris has also developed an expertise and understanding of Arizona's medical marijuana industry and regulations. Always an innovator in the legal field, part of Chris’ business litigation practice works with our commercial contingency litigation group where shared risk equals shared success. As a seasoned litigation attorney, he likes to help clients solve problems and reach the best financial outcomes possible given the legal circumstances and facts. He invests time at the onset to evaluate the case, consider possible outcomes and counsel his clients. He represents clients in state and federal courts, at arbitration and in mediation settings.

Professional Activities: Member, State Bar of Arizona; Member, Civil Jury Instructions Committee, State Bar of Arizona;

Member, American Bar Association, Section of Litigation; Chairman, 44th Annual Cowboy Artists of America Sale and Exhibition; Member, Arizona Business Leadership; Cub Scouts Pack 6, Leader, Boy Scouts of America; President, Scottsdale Artists School, 2012-2013; Board Member and Past President, Phoenix Men’s Arts Council, 2011-2012

Admissions: Arizona; U.S. District Court, District of Arizona; and U.S. Court of Appeals, Ninth Circuit

Education and Honors: J.D., University of Arizona, James E. Rogers College of Law; B.A., magna cum laude, Claremont McKenna College; Graduate, NITA Deposition Skills Seminar; Kozolchyk Award for Outstanding Published Student Note, Journal of International and Comparative Law, 1998; Senior Articles Editor, Arizona Journal of International and Comparative Law, 1997-1998; Omicron Delta Epsilon, Economic Honor Society, 1995; Best Lawyers in America®, Construction Law, 2016-2020; Southwest Super Lawyers®, Business Litigation, 2013-2019; Strathmore's Who's Who, 2001-2003; and AV® Preeminent™ Peer Review Rated (the highest rating available), by Martindale-Hubbell

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

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Area(s) of Practice: Commercial, Contract and Other Civil Advice and Litigation; Natural Resources, Public Land Use and

Water Law

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Sean Hood Partner 022789 19

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Sean chairs the firm’s largest practice group, business litigation. Sean is a litigator and water lawyer with nearly 20 years of experience advising Fortune 500 companies and other businesses on a broad range of disputes involving water rights, environmental permitting, partnership and shareholder interests, breach of contract, business torts, and real estate.

Sean has a strong track record of success in the courtroom (see Representative Cases, below) and in achieving advantageous settlements for his clients. He has wide-ranging trial experience in complex water rights litigation in state and federal court, and has been lead counsel in each of the first several trials to resolve contested water right claims in the Gila River General Stream Adjudication.

Sean helps his clients acquire and protect their surface water and groundwater supplies used for mining, industrial, municipal, and agricultural purposes. Sean advises clients on a wide range of Western water rights issues, including Colorado River issues. Sean has in-depth experience litigating federal reserved water right claims and issues concerning subflow. He also litigates issues arising under the National Environmental Policy Act (NEPA), the Endangered Species Act (ESA), and the Clean Water Act (CWA), and has successfully defended land ownership interests in navigability for title proceedings under the Equal Footing Doctrine.

Professional Activities: Former Vice Chair-Membership, Mining and Mineral Extraction Committee, American Bar Association; Member, Litigation Section, American Bar Association; Member, Environment, Energy, and Resources Section, American Bar Association; Member, Trial Practice Section and Environmental and Natural Resources Section, State Bar of Arizona; Member, Colorado Bar Association; Member, Environment and Natural Resources Section; State Bar of Nevada;

Member, Maricopa County Bar Association

Admissions: Arizona; Nevada; Colorado; U.S. District Court, District of Arizona; U.S. District Court, District of Nevada; U.S.

Court of Appeals, Ninth Circuit

Education and Honors: J.D., with honors, University of Notre Dame Law School; B.S., Santa Clara University; Southwest Rising Stars, Business Litigation, 2012-2017; Benchmark Litigation, Top Litigator Under 40, Future Star, 2017; Benchmark, Rising Stars, 2016; Benchmark Litigation, Under 40 Hot List, 2016, 2018; Best Lawyers in America®, Commercial Litigation, Litigation

– Environmental, Water Law, 2019-2023; Southwest Super Lawyers®, Business Litigation, 2021; Chambers USA, Leading Lawyers for Business, 2019-2022

ATTACHMENT I

Arizona Attorney General

2005 N Central Ave Phoenix, AZ 85004

24 | P a g e

Area(s) of Practice: Education; Election & Voting Rights, Eminent Domain, Indian Law-General; Gaming; Indian Law; Public

Contract Law and Construction; Public Finance; and Taxation

Name of Individual Title (Partner, OF Counsel or Associate)

Arizona State Bar Number

Years of experience in this area of law

Patrick Irvine Partner 006534 42

Provide experience and qualifications for EACH Attorney proposed to do work in this AREA of LAW. Include information on significant case work or cases demonstrating experience, awards and significant achievements relevant to the Area of Practice.

Experience: Mr. Irvine practices in state and local taxation, tax litigation, Indian law and appeals, and also serves as a mediator and arbitrator. Prior to joining the firm, Mr. Irvine served as a judge on Division One of the Arizona Court of Appeals for over nine years, including two years as Vice Chief Judge. Before his appointment to the Court, Mr. Irvine was an attorney in the office of the Arizona Attorney General, serving as Solicitor General and Chief Counsel of the Tax Section.

While at the Attorney General’s Office he represented and advised state agencies regarding all areas of taxation, including property, income, transaction privilege, fuel and insurance premium taxes, worked with the Arizona Legislature in developing tax legislation, and chaired the Attorney General's Open Meeting Law Enforcement Team. He has briefed and argued numerous cases at all levels of the state and federal courts, including a successful argument before the U.S. Supreme Court concerning Indian law and taxation. He represented the Arizona Governor and Department of Gaming in the negotiation and drafting of the current Tribal-State Gaming Compacts. Mr. Irvine also worked in the tax department of an international accounting firm and as an Assistant General Counsel to the Gila River Indian Community.

Professional Activities: Member, Board of Directors, Arizona Tax Research Association; Lawyer Representative, Ninth Circuit, U.S. District Court of Arizona, 2014-2023 term; Member, American Bar Association; Member, State Bar of Arizona; Member, State Bar of California; Past Member and Chair, City of Phoenix Judicial Selection Advisory Board;…