Gonzalez v. US Human Rights Network

• Court: District Court, D. Arizona
• Decided: January 12, 2024
• Docket: 2:20-cv-00757
• Status: Unknown

Opinion

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1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA 8 9 Rosalee Gonzalez No. CV-20-00757-PHX-DWL 10 Plaintiff, ORDER 11 v. 12 US Human Rights Network, et al., 13 Defendants. 14 15 Dr. Rosalee Gonzalez (“Dr. Gonzalez”) served as the executive director of the U.S.

16 Human Rights Network (“USHRN”) from February 2018 until November 2019, when she

17 was terminated. Throughout this period, USHRN classified (and paid) Dr. Gonzalez as an

18 independent contractor.

19 In this action, Dr. Gonzalez asserted contract and tort claims against USHRN and

20 four USHRN board members in connection with her purported misclassification and

21 termination. USHRN, in turn, asserted various counterclaims against Dr. Gonzalez.

22 Before trial, the Court dismissed Dr. Gonzalez’s claims against the board members and

23 granted summary judgment in USHRN’s favor as to Dr. Gonzalez’s tort claims and as to

24 the largest category of damages she sought in relation to her contract claims. Additionally,

25 on the eve of trial, USHRN announced it would not be pursuing most of its counterclaims.

26 Finally, a jury trial in August 2023 resulted in a $33,622.17 verdict in Dr. Gonzalez’s favor

27 on her contract claims and the rejection of USHRN’s remaining counterclaim.

28 Now pending before the Court are a slew of post-trial motions: (1) Dr. Gonzalez’s Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 2 of 91

1 motion to vacate, alter, or amend the judgment, which effectively seeks reconsideration of 2 the order granting summary judgment to USHRN on one of her tort claims (Doc. 204); (2) 3 USHRN’s motion for judgment as a matter of law and/or to alter or amend the judgment, 4 which seeks a determination that Dr. Gonzalez’s contract claims are time-barred in whole 5 or in part (Doc. 213); (3) Dr. Gonzalez’s motion for $545,008.50 in attorneys’ fees (Doc. 6 206); (4) Dr. Gonzalez’s motion for prejudgment interest (Doc. 211); (5) a motion for 7 $12,460 in attorneys’ fees filed by three of the individual USHRN board members (Doc. 8 205); and (6) Dr. Gonzalez’s motion for $317,910 in monetary sanctions against USHRN’s 9 counsel (Doc. 207). For the reasons set forth below, both of the fee-related motions are 10 granted or granted in part, as is the undisputed motion for prejudgment interest, and the 11 remaining motions are denied. 12 BACKGROUND 13 I. Relevant Facts 14 Between February 2018 and December 2018, Dr. Gonzalez served as USHRN’s 15 acting executive director. This relationship was memorialized in a series of independent 16 contractor agreements. (Doc. 106-1 at 28-38.) 17 The theory underlying Dr. Gonzalez’s contract claims is that “[i]n December 2018, 18 USHRN [orally] agreed to . . . employ [her] as its Executive Director [o]n a permanent 19 basis . . . with a salary of $125,000 per year, as well as benefits consistent with the benefits 20 package USHRN provided to its other employees,” that USHRN subsequently failed to 21 “honor[] [this] agreement and [instead] tried to renegotiate the parties’ agreement,” and 22 that USHRN later “reaffirmed its just obligation to employ Dr. Gonzalez pursuant to the 23 parties’ December 2018 oral agreement.” (Doc. 163 at 3-4.) Meanwhile, USHRN’s 24 overarching defense to the contract claims is that it “did not enter any oral contract of 25 employment with Plaintiff. The parties never reached a meeting of the minds regarding 26 the terms of Plaintiff’s employment (e.g., salary, benefits, at-will status, severance) as the 27 permanent Executive Director of USHRN. USHRN paid Plaintiff, and Plaintiff knowingly 28 accepted, bimonthly payments as an independent contractor during all relevant periods

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1 until USHRN terminated her on November 22, 2019.” (Id. at 4.) 2 II. This Litigation 3 On November 26, 2019, four days after her termination (and before litigation 4 formally commenced), Dr. Gonzalez made a settlement offer of $155,000, but USHRN 5 never responded to that offer. (Doc. 206 at 26 ¶¶ 26-27.) 6 On March 18, 2020, Dr. Gonzalez filed a complaint in Maricopa County Superior 7 Court against USHRN and four USHRN board members (“the Individual Defendants”). 8 (Doc. 1-3.) 9 On April 20, 2020, USHRN removed the action to federal court. (Doc. 1.) 10 On May 8, 2020, Dr. Gonzalez filed her operative pleading, the First Amended 11 Complaint. (Doc. 11.) 12 On May 22, 2020, USHRN filed an answer and four counterclaims against Dr. 13 Gonzalez. (Doc. 12.) One of those counterclaims, for contractual indemnity, was premised 14 on the theory that certain USHRN employees had asserted claims against USHRN as a 15 result of Dr. Gonzalez’s conduct as executive director and that Dr. Gonzalez’s independent 16 contractor agreement required her to indemnify USHRN for the damages it incurred when 17 defending against and settling those claims. (Id. at 20-21 ¶¶ 53-62.) The other 18 counterclaims related to allegedly improper expenses Dr. Gonzalez incurred as executive 19 director. (Id. at 21-23 ¶¶ 63-81.) 20 Between May 2020 and October 2020, three of the Individual Defendants filed 21 motions to dismiss Dr. Gonzalez’s claims against them for lack of personal jurisdiction, 22 Dr. Gonzalez filed a Rule 12(b)(6) motion to dismiss USHRN’s counterclaim for 23 contractual indemnity, and Dr. Gonzalez filed a motion for leave to serve the fourth 24 Individual Defendant via alternative means. (Docs. 15, 21, 40, 46.) 25 On January 11, 2021, the Court issued an order granting the motions to dismiss the 26 three then-served Individual Defendants for lack of personal jurisdiction, granting Dr. 27 Gonzalez’s motion to dismiss the counterclaim for contractual indemnity (but also granting 28 USHRN leave to file an amended pleading), and denying Dr. Gonzalez’s motion for leave

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1 to serve the fourth Individual Defendant via alternative means. (Doc. 55.)1 2 On January 25, 2021, USHRN filed an amended answer and amended 3 counterclaims. (Doc. 58.) In this pleading, USHRN reasserted the previously dismissed 4 counterclaim for contractual indemnity and added new factual allegations in support of that 5 counterclaim. (Id.) 6 On March 15, 2021, Dr. Gonzalez offered to settle the case for $800,000. (Doc. 7 215-6 at 2.) 8 On April 2, 2021, the parties attended a settlement conference with Magistrate Judge 9 Bibles but were unable to reach a settlement. (Doc. 74.) During the conference, USHRN 10 made settlement offers of $7,500 and $15,000 while Dr. Gonzalez offered $750,000. (Doc. 11 215-1 ¶ 35.) 12 On September 24, 2021, USHRN and Dr. Gonzalez filed cross-motions for 13 summary judgment or partial summary judgment. (Docs. 106, 108.) 14 On December 17, 2021, USHRN offered to settle the case for $50,000. (Doc. 215- 15 8 [“USHRN offers $50,000 in exchange for a complete release of all claims, dismissal with 16 prejudice of both lawsuits, both sides to bear their own fees and costs. . . .”].) 17 On July 29, 2022, the Court issued an order resolving the cross-motions for 18 summary judgment. (Doc. 128.) More specifically, the Court granted USHRN’s motion 19 for summary judgment on Dr. Gonzalez’s tort claims for wrongful termination and 20 negligent misrepresentation, denied both sides’ motions for summary judgment as to Dr. 21 Gonzalez’s contract claims, denied both sides’ motions for summary judgment as to 22 USHRN’s counterclaim for contractual indemnity, and granted USHRN’s motion for 23 summary judgment as to the largest category of damages Dr. Gonzalez sought in relation 24 to her contract claims (i.e., interfering with her eligibility for student loan forgiveness). 25 (Doc. 128.) 26 On August 12, 2022, Dr. Gonzalez sought reconsideration of the grant of summary 27 28 1 The Court later dismissed the fourth Individual Defendant due to Dr. Gonzalez’s failure to effectuate service. (Doc. 199.)

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1 judgment in USHRN’s favor as to her wrongful termination claim. (Doc. 129.) 2 On October 3, 2022, the Court denied the motion for reconsideration. (Doc. 134.) 3 On October 17, 2022, USHRN renewed its $50,000 settlement offer. (Doc. 215-9.) 4 On October 24, 2022, Dr. Gonzalez renewed her settlement offer of $750,000. 5 (Doc. 215-11.) 6 On August 15, 2023, the Court approved the parties’ Joint Pretrial Order. (Doc. 7 162.) In the Joint Pretrial Order, USHRN indicated that it had abandoned all of its 8 counterclaims except for the contractual indemnification counterclaim. (Doc. 163 at 34.) 9 On August 16, 2023, USHRN offered to settle for $100,000. (Doc. 215-12.) 10 On August 18, 2023, Dr. Gonzalez rejected USHRN’s settlement offer and 11 countered at $500,000. (Doc. 215-13.) 12 It appears that no further settlement offers were made by either party. 13 III. The Trial 14 With the parties unable to reach a settlement, a trial was held in August 2023 on Dr. 15 Gonzalez’s contract claims and USHRN’s indemnification counterclaim. During trial, 16 USHRN’s corporate representative and Dr. Gonzalez both appeared to agree that they had 17 intended beginning in 2019 to convert Dr. Gonzalez to an employee and not continue 18 treating her as an independent contractor. (Doc. 201 at 19 [Johnson-Blanco: “After we had 19 a discussion with Dr. Gonzalez . . . , we sent the contract to [our] pro bono attorney. And, 20 based on those conversations, we realized that we needed to focus on the offer letter and 21 not continue with the independent contractor agreement.”]; Doc. 196 at 4-5 [Dr. Gonzalez: 22 “I continued to believe that [Johnson-Blanco] was going to now honor her promise. . . . I 23 believed that we had an oral agreement, an employment agreement.”].) 24 The parties stipulated that the Court, rather than the jury, would rule on the 25 ratification element of USHRN’s indemnification counterclaim. (Doc. 163 at 9, 44; Doc. 26 199 at 3-4; Doc. 208 at 36.) On August 23, 2023, the Court ruled against USHRN as to 27 that element, in part because the trial testimony showed that neither party intended to ratify 28 the prior independent contractor agreement, and thus granted a directed verdict in Dr.

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1 Gonzalez’s favor as to the indemnification counterclaim. (Doc. 208 at 36-45.) The Court 2 also granted, without objection from USHRN, a directed verdict in Dr. Gonzalez’s favor 3 as to the remaining counterclaims that USHRN had declined to pursue at trial. (Id. at 4-5) 4 During the August 23, 2023 hearing, USHRN also moved for a directed verdict on 5 Dr. Gonzalez’s contract claims on statute-of-limitations grounds. (Id. at 10-15.) More 6 specifically, USHRN argued that because Dr. Gonzalez was aware of the alleged breach 7 by January 2019 but did not sue until March 18, 2020, and because her contract claims 8 were subject to a one-year statute of limitations under A.R.S. § 12-541(3), those claims 9 were time-barred. (Id.) The Court denied the motion, concluding that at least the 10 underpayments received after March 18, 2019 were not time-barred because (1) a new 11 cause of action accrued each time USHRN issued a paycheck without the agreed-to 12 benefits, and (2) each of those underpayments occurred within a year of Dr. Gonzalez’s 13 filing of the lawsuit. (Id. at 26-29.) The Court also concluded that none of the challenged 14 underpayments would be time-barred if the jury concluded that A.R.S. § 12-508’s 15 “acknowledgement of a just debt” exception applied. (Doc. 208 at 29-30.) 16 On August 24, 2023, the jury returned a verdict in Dr. Gonzalez’s favor. It 17 concluded that Dr. Gonzalez had entered into an oral employment contract with USHRN 18 on December 20, 2018, that USHRN materially breached that contract (as well as the 19 contract’s implied covenant of good faith and fair dealing), and that the “acknowledgement 20 of a just debt” exception applied. (Doc. 197.) 21 On September 1, 2023, the Court issued an order elaborating on its rationale for 22 denying USHRN’s motion for a directed verdict as to the “acknowledgement of a just debt” 23 issue. (Doc. 199.) The Clerk then entered a judgment of $33,622.17 in Dr. Gonzalez’s 24 favor against USHRN. (Doc. 200.) 25 IV. Post-Trial Motions 26 On September 14, 2023, Dr. Gonzalez filed a bill of costs in the amount of 27 $4,929.47. (Doc. 203.) 28 That same day, Dr. Gonzalez filed a motion to vacate, alter, or amend the judgment

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1 to allow for a new trial on her wrongful termination claim. (Doc. 204.) That motion is 2 now fully briefed. (Docs. 227, 230.) 3 On September 15, 2023, the three Individual Defendants who had been dismissed 4 for lack of personal jurisdiction (the “Other Defendants”) moved for attorneys’ fees. (Doc. 5 205.) That motion is now fully briefed. (Docs. 212, 218.) 6 That same day, Dr. Gonzalez moved for attorneys’ fees against USHRN (Doc. 206) 7 and sanctions against USHRN’s counsel (Doc. 207). Both motions are now fully briefed. 8 (Docs. 214, 215, 220, 221.) 9 On September 27, 2023, Dr. Gonzalez moved to amend or correct the judgment and 10 award prejudgment interest. (Doc. 211.) That motion is now fully briefed. (Docs. 225, 11 228.) 12 On September 28, 2023, USHRN filed a motion for judgment as a matter of law 13 and/or to alter or amend the judgment. (Doc. 213.) This motion is now fully briefed. 14 (Docs. 224, 229.)2 15 On October 11, 2023, the deputy clerk issued a taxation judgment in the amount of 16 $3,829.72. (Doc. 219.) 17 DISCUSSION 18 I. Dr. Gonzalez’s Motion To Vacate 19 A. Legal Standard 20 Rule 59(a)(1)(A) provides in relevant part that “[t]he court may, on motion, grant a 21 new trial on all or some of the issues . . . after a jury trial, for any reason for which a new 22 trial has heretofore been granted in an action at law in federal court.” 23 Rule 59(e) provides that “[a] motion to alter or amend a judgment must be filed no 24 later than 28 days after the entry of the judgment.” Although the text of Rule 59(e) does 25 not identify the standard for evaluating such a motion, “the view prevailing in the circuits 26 is that motions to alter or amend the judgment are generally appropriate only in four 27 2 The requests for oral argument (Docs. 205, 215) are denied because the issues are 28 fully briefed and argument would not aid the decisional process. See LRCiv 7.2(f).

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1 situations: (1) to correct a manifest error of fact or law; (2) to incorporate newly discovered 2 and previously unavailable evidence; (3) to prevent manifest injustice; and (4) to address 3 an intervening change in controlling law.” 2 Steven S. Gensler & Lumen N. Mulligan, 4 Federal Rules of Civil Procedure, Rules and Commentary, Rule 59 (2023). See generally 5 Allstate Ins. Co. v. Herron, 634 F.3d 1101, 1111 (9th Cir. 2011) (agreeing that these are 6 the “four basic grounds upon which a Rule 59(e) motion may be granted”). The Ninth 7 Circuit has elaborated that “amending a judgment after its entry remains an extraordinary 8 remedy which should be used sparingly” and that it is an abuse of Rule 59(e) to “raise 9 arguments or present evidence for the first time when they could reasonably have been 10 raised earlier in the litigation.” 634 F.3d at 1111-12 (cleaned up). 11 Rule 60(b) “permits a party to seek relief from a final judgment, and request 12 reopening of his case, under a limited set of circumstances.” Kemp v. United States, 596 13 U.S. 528, 533 (2022) (cleaned up). Under Rule 60(b)(2), a party may seek relief based on 14 “newly discovered evidence that, with reasonable diligence, could not have been 15 discovered in time to move for a new trial under Rule 59(b).” “Rule 60(b)(6) provides a 16 catchall for ‘any other reason that justifies relief.’ This last option is available only when 17 Rules 60(b)(1) through (b)(5) are inapplicable.” Kemp, 596 U.S. at 533. 18 B. The Parties’ Arguments 19 Dr. Gonzalez seeks “relief, in part, from the judgment under either Rule 59 or Rule 20 60, and/or . . . reconsider[ation]” of the Court’s “summary judgment against her” and a 21 “new trial on” her wrongful termination claim. (Doc. 204 at 14.) More specifically, Dr. 22 Gonzalez asserts that at trial Johnson-Blanco “testified for the first time that USHRN sent 23 the contract to the pro bono attorney. And based on those conversations . . . realized that 24 it needed to focus on the offer letter and not continue with the independent contractor 25 agreement.” (Id. at 2, cleaned up.) Dr. Gonzalez asserts that, due to an earlier privilege 26 objection by USHRN, Johnson-Blanco had not previously disclosed this advice from the 27 pro bono counsel. (Id.) Dr. Gonzalez asserts that this “testimony is new circumstantial 28 evidence that USHRN was aware that its continued treatment of Dr. Gonzalez as an

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1 independent contractor was illegal.” (Id.) Dr. Gonzalez further argues that “this new 2 evidence suggests USHRN improperly terminated [her] because she was complaining 3 about her illegal classification.” (Id. at 2-3.) Dr. Gonzalez argues that the jury must have 4 “rejected Ms. Johnson’s testimony that she and Dr. Gonzalez had not agreed to such terms 5 but had agreed to an extension of the independent contractor agreement” and speculates 6 that, if given the chance, a jury might also reject USHRN’s “asserted bases for terminating” 7 her. (Id. at 10.) 8 USHRN offers several arguments in response. As a threshold matter, USHRN 9 argues that Dr. Gonzalez’s motion is effectively a motion for reconsideration and is thus 10 “untimely under LRCiv 7.2(g).” (Doc. 227 at 2, 10.) Next, USHRN argues that Dr. 11 Gonzalez’s “alleged ‘new evidence’ . . . has no factual or legal bearing on the basis for this 12 Court’s summary judgment ruling,” “is not new,” and could have been discovered through 13 “reasonable diligence.” (Id. at 2-3, cleaned up.) Next, USHRN argues the reference to the 14 jury verdict is improper because it is not evidence. (Id.) Finally, USHRN argues that Dr. 15 Gonzalez’s “arguments under Rules 59(a) and 60(b)(2) fail for the same reasons as her 16 request for reconsideration under LRCiv 7.2(g)” and her “Rule 60(b)(6) argument is 17 precluded by Plaintiff’s Rule 60(b)(2) argument and by a failure to establish extraordinary 18 circumstances.” (Id. at 3.) 19 Dr. Gonzalez argues in reply that her motion is timely under Rule 59, because it was 20 filed within 28 days of entry of judgment, and that the time limit in LRCiv 7.2(g) is 21 inapplicable. (Doc. 230 at 1-2.) Alternatively, Dr. Gonzalez argues that LRCiv 7.2(g) 22 “permits filings outside of the general 14-day time limit for good cause, which exists here” 23 because “the bases of [her] motion did not arise until the waiver of privilege by USHRN at 24 trial during Ms. Johnson’s testimony and the jury’s verdict, and [she] could not have filed 25 her motion before those events occurred.” (Id. at 2.) Dr. Gonzalez also reiterates that 26 “Johnson’s trial testimony is new and relevant evidence that demonstrates a triable issue 27 on pretext exists.” (Id. at 3.) Further, Dr. Gonzalez argues that “Ms. Johnson’s trial 28 testimony, and the new inferences it allows, is circumstantial, affirmative evidence of

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1 USHRN connecting its illegal conduct with Dr. Gonzalez’s termination, and that USHRN 2 considered Dr. Gonzalez’s complaints when terminating her.” (Id. at 4.) Dr. Gonzalez 3 also asserts she could not have discovered this evidence earlier through reasonable 4 diligence. (Id. at 8-9.) Finally, Dr. Gonzalez reiterates that “the jury’s verdict necessarily 5 rejected . . . [Johnson-Blanco’s] trial testimony and demonstrates a trial issue of . . . [her] 6 credibility . . . on the issue of pretext.” (Id. at 9-10.) 7 C. Analysis 8 As an initial matter, Dr. Gonzalez’s motion does not qualify as a motion for 9 reconsideration under LRCiv 7.2. Dr. Gonzalez already unsuccessfully sought 10 reconsideration of the grant of summary judgment on her wrongful termination claim 11 (Docs. 128, 134), and LRCiv 7.2(g) concerns reconsideration of interlocutory orders, not 12 final judgments entered after trial. Teamsters Loc. 617 Pension & Welfare Funds v. Apollo 13 Grp., Inc., 282 F.R.D. 216, 220 (D. Ariz. 2012) (“That Local Rule does not apply in this 14 situation because that Rule expressly pertains only to motions to reconsider orders, as 15 opposed to judgments. Federal Rule 59(e), on the other hand, and the explicit basis for 16 plaintiff’s motion herein clearly contemplates entry of judgment as a predicate to any 17 motion thereunder.”) (cleaned up); FTC v. Noland, 2022 WL 901386, *3 (D. Ariz. 2022) 18 (“[T]he District of Arizona adopted Local Rule 7.2(g) to implement and supplement Rule 19 54(b) . . . [and adopts] essentially the same standard a district court outside the District of 20 Arizona . . . would apply when resolving a reconsideration motion under Rule 54(b).”) 21 (cleaned up). Here, Dr. Gonzalez is challenging the Court’s final judgment. (Doc. 204.) 22 Thus, Dr. Gonzalez’s motion is best construed as a motion under Rule 59 or Rule 60. Cf. 23 McCauley v. Najafi, 2020 WL 2097781, *1 (D. Ariz. 2020) (“Plaintiffs have filed a Motion 24 for Reconsideration pursuant to Local Rule 7.2(g), which the Court construes as a Motion 25 to Alter or Amend the Judgment pursuant to Federal Rule of Civil Procedure 59(e).”) 26 (cleaned up). 27 As for those rules, Dr. Gonzalez asserts in somewhat shotgun fashion that she is 28 seeking relief under Rules 59(a), 59(e), 60(b)(2), and/or 60(b)(6). (Doc. 204.) However,

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1 Rule 59(a) is inapplicable because it is a vehicle for seeking a new trial and Dr. Gonzalez 2 never received a trial on her wrongful termination claim—it was dismissed at summary 3 judgment. Merrill v. Cnty. of Madera, 389 F. App’x 613, 615 (9th Cir. 2010) (“[A] Rule 4 59(a) motion for new trial is not available on claims or causes of actions for which Plaintiffs 5 never received a trial.”). 6 Dr. Gonzalez’s reliance on Rule 60(b)(6) is also misplaced. Her motion is 7 predicated on what she characterizes as new evidence: Johnson-Blanco’s trial testimony 8 and the jury’s subsequent verdict. (Doc. 204 at 6, 10.) New evidence may be used to 9 support a motion under Rule 60(b)(2), not Rule 60(b)(6). Kemp, 596 U.S. at 533 (“Rule 10 60(b)(6) provides a catchall . . . [that] is available only when Rules 60(b)(1) through (b)(5) 11 are inapplicable.”); Corex Corp. v. United States, 638 F.2d 119, 121 (9th Cir. 1981) (“It is 12 established that clause (6) and the preceding clauses are mutually exclusive; a motion 13 brought under clause (6) must be for some reason other than the five reasons preceding it 14 under the rule. . . . [I]n this case taxpayer invokes clause (6), but it has suggested no reason 15 for relief from judgment other than newly discovered evidence.”). 16 This leaves Rules 59(e) and 60(b)(2). Because Dr. Gonzalez filed her motion on 17 September 14, 2023—13 days after judgment was entered—the Court will construe it as a 18 motion under Rule 59(e) rather than Rule 60(b). See Fed. R. Civ. 59(e) (“A motion to alter 19 or amend a judgment must be filed no later than 28 days after the entry of the judgment.”).3 20 On the merits, Dr. Gonzalez’s request for relief under Rule 59(e) is unavailing. As 21 background, the theory underlying Dr. Gonzalez’s wrongful termination claim was that 22 3 In Am. Ironworks & Erectors, Inc. v. N. Am. Const. Corp., 248 F.3d 892 (9th Cir. 23 2001), the Ninth Circuit held that “a ‘motion for reconsideration’ is treated as a motion to 24 alter or amend judgment under Federal Rule of Civil Procedure Rule 59(e) if it is filed within ten days of entry of judgment. Otherwise, it is treated as a Rule 60(b) motion for 25 relief from a judgment or order.” Id. at 899 (citation omitted). Although this holding might seem, at first blush, to support treating Dr. Gonzalez’s motion as a Rule 60(b) motion 26 (because it was filed more than 10 days after entry of judgment), Rule 59(e) was subsequently amended to expand the filing deadline from 10 days to 28 days after entry of 27 judgment. See Fed. R. Civ. P. 59, adv. comm. note to 2009 amendment. Thus, the logic of American Ironworks supports treating Dr. Gonzalez’s motion as arising under Rule 28 59(e). This clarification, to be clear, has no effect on the outcome—Dr. Gonzalez would not be entitled to relief even if her motion were construed as arising under Rule 60(b)(2).

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1 USHRN terminated her “in retaliation for her whistleblowing and reporting that USHRN 2 violated various Arizona laws when USHRN illegally misclassified her as an independent 3 contractor and den[ied] her benefits, including, but not limited to, earning and using earned 4 sick leave, payment of employee taxes, provision of worker’s compensation coverage, and 5 payment of unemployment benefit contributions.” (Doc. 128 at 4, cleaned up.) But as 6 discussed in the summary judgment order and in the order denying Dr. Gonzalez’s previous 7 motion for reconsideration on this issue, even if Dr. Gonzalez established a prima facie 8 case of wrongful termination, USHRN could avoid liability by identifying a legitimate, 9 non-retaliatory reason for the termination decision. (Doc. 128 at 7-8; Doc. 134 at 2.) Under 10 Ninth Circuit law, once USHRN articulated such a reason, Dr. Gonzalez had the burden of 11 showing it was pretextual. (Id.) 12 USHRN succeeded in shifting the burden to Dr. Gonzalez by articulating six 13 legitimate, non-retaliatory reasons for the termination decision: (1) rejection of 14 employment offers; (2) mismanagement of subordinates; (3) insubordination toward the 15 USHRN board; (4) failure to follow USHRN policies and the independent contractor 16 agreements; (5) alienation of key partner organizations; and (6) failure to secure funding 17 “for 2020 and beyond” and poor financial stewardship. (Doc. 128 at 13-14; Doc. 134 at 18 14-16.) Thus, Dr. Gonzalez had to demonstrate that these proffered reasons were 19 pretextual. “A plaintiff may meet the burden to show pretext using either direct or 20 circumstantial evidence. Direct evidence is evidence which, if believed, proves the fact of 21 discriminatory animus without inference or presumption. . . . Circumstantial evidence, in 22 contrast, is evidence that requires an additional inferential step.” Coghlan v. Am. Seafoods 23 Co. LLC., 413 F.3d 1090, 1094-95 (9th Cir. 2005) (cleaned up). “The distinction between 24 direct and circumstantial evidence is crucial, because it controls the amount of evidence 25 that the plaintiff must present in order to defeat the employer’s motion for summary 26 judgment. Because direct evidence is so probative, the plaintiff need offer ‘very little’ 27 direct evidence to raise a genuine issue of material fact.” Id. (footnote omitted). In 28 contrast, “when the plaintiff relies on circumstantial evidence”—as Dr. Gonzalez did at

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1 summary judgment—“that evidence must be ‘specific and substantial’ to defeat the 2 employer’s motion for summary judgment.” Id. (citations omitted). Additionally, because 3 USHRN “proffered more than one reason for the challenged action,” Dr. Gonzalez had to 4 “address all of the employer’s suggested reasons.” Hudson v. Chicago Transit Auth., 375 5 F.3d 552, 561 (7th Cir. 2004). See also Curley v. City of N. Las Vegas, 772 F.3d 629, 633 6 (9th Cir. 2014) (“Disputing only one of several well-supported, independently sufficient 7 reasons for termination is generally not enough to defeat summary judgment.”). And for 8 each proffered reason, Dr. Gonzalez had to show not that the reason may have been wrong 9 or unwise, but rather that USHRN did not honestly believe its proffered reason for 10 terminating her. Villiarimo v. Aloha Island Air, Inc., 281 F.3d 1054, 1063 (9th Cir. 2002) 11 (“[C]ourts only require that an employer honestly believed its reason for its actions, even 12 if its reason is foolish or trivial or even baseless.”) (cleaned up). 13 As noted in prior orders, Dr. Gonzalez failed to meet that burden. For example, in 14 an effort to show that USHRN’s “future funding” rationale for her termination was 15 pretextual, Dr. Gonzalez presented evidence that she persuaded one donor to double its 16 2020 contribution. But that evidence was insufficient because it did not speak to whether 17 she had succeeded in securing adequate funding overall. (Doc. 128 at 17.) In the order 18 denying her earlier reconsideration request, the Court elaborated: 19 Although USHRN did not come forward with evidence proving that its 20 future-funding rationale was true, the rationale was still clear and reasonably specific and thus sufficient to meet USHRN’s burden of production. As a 21 result, Dr. Gonzalez bore the burden of establishing that USHRN’s proffered 22 explanation for the adverse action is unworthy of credence. One way Dr. Gonzalez could have attempted to meet this burden would have been to 23 present evidence that she had, in fact, succeeded in securing future funding 24 for USHRN. Although such a showing may, alone, have been insufficient to meet her burden, it at least would have been a start. But Dr. Gonzalez failed 25 to present any evidence concerning USHRN’s overall funding picture for 26 2020 and beyond. Nor did Dr. Gonzalez present evidence from which a reasonable juror could conclude that USHRN’s board members weren’t 27 actually concerned about her efforts to secure future funding—Dr. Gonzalez did not, for example, present substantial evidence concerning the overall 28 success of her past fundraising efforts, from which an inference might be

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1 drawn that there was no reason to doubt her prospective fundraising abilities. 2 It follows that Dr. Gonzalez failed to meet her burden of establishing a triable issue of fact as to whether the future-funding rationale was pretextual. 3 4 (Doc. 134 at 6-7, cleaned up.)

5 Dr. Gonzalez now presents what she characterizes as two additional items of

6 evidence. She concedes they are “circumstantial” (Doc. 230 at 9-10), so the same standard

7 applies. First, Dr. Gonzalez argues that, in light of the new evidence that USHRN

8 consulted with a pro bono attorney in mid-2019 regarding her employment status, it can be

9 inferred that USHRN believed its independent contractor agreement with her was unlawful.

10 (Doc. 230 at 8.) But even if this inference is logical, it at most underscores why Dr.

11 Gonzalez’s complaints of misclassification—which, she contends, were the impetus for the

12 termination decision—were valid. However, the grant of summary judgment did not turn

13 on whether Dr. Gonzalez’s alleged whistleblowing and other protected activity was in fact

14 premised on valid concerns. Indeed, the summary judgment order specifically noted that

15 “[i]t is irrelevant, for purposes of whistleblower liability under § 23-1501(A)(3)(c)(ii), that

16 [a whistleblowing] complaint . . . may have been groundless from a legal perspective. . . .

17 [A]ll that matters is that [the plaintiff] made the complaint, she reasonably believed it to be

18 true, and she was terminated in short succession afterward.” (Doc. 128 at 10, citing Drottz

19 v. Park Electrochemical Corp., 2013 WL 6157858, *17 (D. Ariz. 2013).) In a related vein,

20 the Court accepted at summary judgment that Dr. Gonzalez had come forward with

21 sufficient evidence to establish a prima facie case of wrongful termination. (Id. at 8-11.)

22 The analysis thus turned on the sufficiency of Dr. Gonzalez’s evidence during later steps

23 in the analysis—specifically, whether she could show that USHRN’s proffered reasons for

24 her termination were pretextual. (Id. at 14-18.) Johnson-Blanco’s trial testimony does not

25 speak to that question because it has nothing to do with whether USHRN believed Dr.

26 Gonzalez’s fundraising performance was subpar and merited termination. Thus, even

27 assuming the trial testimony regarding USHRN’s consultation with pro bono counsel

28 qualifies as “new” evidence, it is not the sort of significant new evidence that might warrant

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1 the extraordinary remedy of relief under Rule 59(e). See generally Coastal Transfer Co. 2 v. Toyota Motor Sales, U.S.A., 833 F.2d 208, 211 (9th Cir. 1987) (“[T]he newly discovered 3 evidence must be of such magnitude that production of it earlier would have been likely to 4 change the disposition of the case.”). 5 The other purportedly new evidence on which Dr. Gonzalez relies is the jury’s 6 verdict, which she views as proof that the jury rejected Johnson-Blanco’s “testimony that 7 she and Dr. Gonzalez had not agreed to [employment] terms but had agreed to an extension 8 of the independent contractor agreement.” (Doc. 204 at 10.) As an initial matter, the Court 9 is skeptical that the jury’s verdict could qualify as “new evidence” for purposes of Rule 10 59(e). Taken to its logical conclusion, Dr. Gonzalez’s argument would mean that if a 11 defendant prevailed at summary judgment on certain claims by putting forth undisputed 12 deposition testimony from a particular defense witness, the same witness later testified at 13 trial in relation to the plaintiff’s remaining claims, and the jury returned a verdict in the 14 plaintiff’s favor as to those claims (thereby implicitly rejecting the defense witness’s 15 testimony), the plaintiff would be entitled to seek vacatur of the summary judgment ruling 16 under the theory that (1) the jury’s verdict qualifies as “new evidence” regarding the 17 defense witness’s lack of credibility and (2) the newfound lack of credibility means that 18 the defense witness’s deposition testimony, although undisputed, should not have been 19 credited for summary judgment purposes. But that is not how summary judgment works— 20 once the movant comes forward with admissible evidence, the nonmovant must do more 21 than simply question the credibility of the witness who provided the undisputed evidence. 22 T.W. Elec. Serv., Inc. v. Pac. Elec. Contractors Ass’n, 809 F.2d 626, 630 (9th Cir. 1987) 23 (“If the party moving for summary judgment meets its initial burden of identifying for the 24 court the portions of the materials on file that it believes demonstrate the absence of any 25 genuine issue of material fact, . . . the nonmoving party must set forth, by affidavit or as 26 otherwise provided in Rule 56, ‘specific facts showing that there is a genuine issue for 27 trial.’ Hence the nonmoving party may not merely state that it will discredit the moving 28 party’s evidence at trial. . . .”) (citations and emphasis omitted); Miller-Cunningham v.

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1 MacAllister, 2019 WL 1130091, *6 (D. Ariz. 2019) (“Contrary to Plaintiff’s counsel’s 2 assertion that the Court is necessarily determining Defendant’s credibility by considering 3 Defendant’s undisputed testimony, the Court is not making a credibility determination, but 4 is basing its decision on the only admissible evidence before the Court at summary 5 judgment.”). This is particularly true when it comes to an employer’s proffered evidence 6 at summary judgment of its non-discriminatory reasons for a challenged employment 7 action. See, e.g., Traylor v. Brown, 295 F.3d 783, 791 (7th Cir. 2002) (explaining that “an 8 employer will almost always have to rely on the testimony of one of its agents to explain 9 why the agent took the disputed [employment] action” and “consistent with the plaintiff’s 10 ultimate burden of proof under McDonnell Douglas, a plaintiff cannot avoid summary 11 judgment by merely claiming a jury could disbelieve the employer’s reason”). Indeed, 12 “[t]his burden is one of production, not persuasion; it can involve no credibility 13 assessment.” Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 142 (2000) 14 (cleaned up). 15 At any rate, even assuming a jury verdict could theoretically serve as new evidence 16 under Rule 59(e) in the manner that Dr. Gonzalez suggests, none of the testimony at trial 17 had anything to do with USHRN’s future-funding rationale for terminating Dr. Gonzalez. 18 Thus, even assuming the jury may not have accepted the testimony of USHRN’s witnesses 19 concerning other issues, this is not specific and substantial evidence that USHRN 20 disbelieved its proffered fundraising rationale (or all of the other rationales it articulated, 21 and Dr. Gonzalez failed to demonstrate were pretextual, at summary judgment). 22 II. USHRN’s Motion For JMOL Or To Alter/Amend Judgment 23 A. Relevant Background 24 One of USHRN’s defenses to Dr. Gonzalez’s contract claims was a statute-of- 25 limitations defense. More specifically, USHRN argued that because Dr. Gonzalez was 26 aware of the alleged contractual breach by January 2019 but did not sue until March 18, 27 2020, and because contract claims are subject to a one-year statute of limitations under 28 A.R.S. § 12-541(3), Dr. Gonzalez’s contract claims were time-barred. (Doc. 163 at 28-

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1 29.) Dr. Gonzalez offered two theories in response: (1) USHRN took steps in mid-2019 to 2 acknowledge its obligation to pay the debt, which had the effect under A.R.S. § 12-508 of 3 restarting the one-year limitations period and rendering her contract claims wholly timely; 4 and (2) at a minimum, her claims for underpayments received after March 18, 2019 were 5 not time-barred because a new cause of action accrued each time USHRN issued a 6 paycheck without the agreed-to benefits. (Id. at 27-28.) At the close of evidence, USHRN 7 moved for judgment as a matter of law as to Dr. Gonzalez’s first theory, on the ground that 8 the evidence was insufficient to satisfy § 12-508, but the Court allowed the issue to go to 9 the jury (albeit while expressing some concerns about the sufficiency of the evidence). 10 (Doc. 208 at 29-30.) The Court also ruled in Dr. Gonzalez’s favor as to her second theory 11 (id. at 26-29), but that issue was mooted when the jury returned a verdict in Dr. Gonzalez’s 12 favor as to the applicability of § 12-508. Finally, in a post-trial order, the Court elaborated 13 on its rationale for concluding that the evidence was sufficient to allow the § 12-508 issue 14 to go to the jury. (Doc. 199 at 5-7.) 15 B. Legal Standard 16 If a party previously sought judgment as a matter of law (“JMOL”) under Rule 17 50(a), it may renew this motion (“RJMOL”) under Rule 50(b). Williams v. Gaye, 895 F.3d 18 1106, 1135 (9th Cir. 2018) (“[A] Rule 50(a) motion is . . . a prerequisite for a Rule 50(b) 19 motion. . . .”). The movant must show that “a reasonable jury would not have a legally 20 sufficient evidentiary basis to find for the party on” a particular “issue.” Fed. R. Civ. P. 21 50(a)-(b). In assessing such a motion, courts “view all evidence in the light most favorable 22 to the nonmoving party, draw all reasonable inferences in favor of the non-mover, and 23 disregard all evidence favorable to the moving party that the jury is not required to believe.” 24 Shafer v. Santa Barbara Cnty., 868 F.3d 1110, 1115 (9th Cir. 2017). This standard is 25 essentially the same as the standard by which courts evaluate summary judgment motions 26 under Rule 56; the main difference is that courts rule on JMOLs and RJMOLs based on the 27 evidence presented at trial rather than the summary judgment record. Anderson v. Liberty 28 Lobby, Inc., 477 U.S. 242, 251-52 (1986); Williams, 895 F.3d at 1135.

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1 C. A.R.S. § 12-508 2 1. The Parties’ Arguments 3 USHRN seeks “judgment as a matter of law and to alter or amend this Court’s 4 judgment” on Dr. Gonzalez’s “claims for breach of contract and breach of the implied 5 covenant of good faith and fair dealing” because those claims “are time barred by A.R.S. 6 § 12-541(3).” (Doc. 213 at 1-2.) As for A.R.S. § 12-508, USHRN argues that Dr. 7 Gonzalez’s evidence was legally insufficient because the writing on which she relied, Trial 8 Exhibit 22, (1) “does not ‘sufficiently identify’ the debt,” (2) “did not contain a promise to 9 pay sufficient to create a contract or obligation,” and (3) “does not contain any language 10 regarding the ‘justness’ of the debt.” (Id. at 7-11.) 11 Dr. Gonzalez responds that “Trial Exhibit 22 meets the requirements of A.R.S. § 12- 12 508” because it “sufficiently identifies USHRN’s obligation to provide Dr. Gonzalez 13 employee benefits,” “is the best possible form of a promise by USHRN to perform its 14 obligation to provide benefits,” and “backdating the offer letter in Trial Exhibit 22 15 sufficiently expresses USHRN’s belief in the justness of performing its obligation.” (Doc. 16 224 at 7, 9, 13.) Dr. Gonzalez further asserts that a reasonable jury “could look to other 17 evidence in the case to understand whether Trial Exhibit 22 meets the elements required 18 for acknowledgement of a just claim under § 12-508, including . . . what reason USHRN 19 had to backdate the offer letter in Trial Exhibit 22.” (Id. at 15.) 20 In reply, USHRN reiterates its contention that based on “the factual record and well- 21 settled law,” Trial Exhibit 22 does not qualify as a “‘writing’ under A.R.S. § 12-508.” 22 (Doc. 229 at 2.) Specifically, USHRN argues that the “writing must reflect a promise 23 sufficient to support a contract—independent of the original promise.” (Id. at 4.) Trial 24 Exhibit 22 was, according to USHRN, “a conditional promise,” and such a “promise is 25 only sufficient if the condition is performed.” (Id.) USHRN also characterizes Dr 26 Gonzalez’s position in her response brief as that she “accepted the conditional promise 27 . . . by her . . . continued work for USHRN after the backdated offer letter was provided to 28 her.” (Id. at 4.) USHRN asserts this “is a wholly new claim and argument that was never

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1 disclosed in this case” and “is contrary to all the evidence at trial,” including Dr. Gonzalez’s 2 own testimony that she did not sign the offer letter. (Id. at 4-5.) Finally, USRHN argues 3 that the writing did not sufficiently identify the debt at issue because it did not “definitely 4 and certainly designate the particular subject or demand to which it refers” and also did not 5 contain language that “acknowledge[s] the ‘justness’ of the debt.” (Id. at 8, cleaned up.) 6 2. Analysis 7 In Arizona, “[w]hen an action is barred by limitation no acknowledgment of the 8 justness of the claim made subsequent to the time it became due shall be admitted in 9 evidence to take the action out of the operation of the law, unless the acknowledgment is 10 in writing and signed by the party to be charged thereby.” A.R.S. § 12-508. This 11 “provision recognizes that the bar of the statute may be waived or suspended by the debtor 12 and prescribes just how this may be done. Before this enactment, it could be done by an 13 oral acknowledgment of the debt, or it might be done by partial payments on the debt. 14 Now, the exclusive method is by a signed written acknowledgment of the justness of the 15 claim, made subsequent to the accrual of the right of action, and either before or after the 16 bar.” Steinfeld v. Marteny, 10 P.2d 367, 370 (Ariz. 1932). Thus, “[f]or an acknowledgment 17 of an indebtedness to effectively remove the bar of the limitation[s] period [1] the 18 acknowledgment must be in writing; [2] it must be signed by the party to be charged; [3] 19 it must sufficiently identify the obligation referred to, though it need not specify the exact 20 amount or nature of the debt; [4] it must contain a promise, express or implied, to pay the 21 indebtedness; and [5] it must contain, directly or impliedly, an expression by the debtor of 22 the ‘justness’ of the debt.” Freeman v. Wilson, 485 P.2d 1161, 1165-66 (Ariz. 1971) 23 (brackets added). As summarized above, USHRN asserts that no reasonable jury could 24 have found that Trial Exhibit 22 satisfied the third, fourth and fifth elements. 25 This assertion lacks merit. As for the third element, although the email and attached 26 offer letter did not expressly identify the “debt” as the unpaid employee benefits, a rational 27 juror could infer from the circumstances that this was the debt being referenced—indeed, 28 that is the most obvious inference arising from USHRN’s decision to backdate the offer

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1 letter to January 2019 and from the evidence that Dr. Gonzalez had voiced repeated 2 complaints during earlier portions of 2019 about USHRN’s failure to provide benefits. De 3 Anza Land & Leisure Corp. v. Raineri, 669 P.2d 1339, 1344 (Ariz. Ct. App. 1983) (“We 4 also note that the promise to pay may be implied.”). For similar reasons, a rational juror 5 could find that the fourth and fifth elements were satisfied—the backdated nature of the 6 offer letter could be rationally construed as an implied promise to make good on the 7 overdue benefits and an implied acknowledgement of the “justness” of the debt. Freeman, 8 485 P.2d at 1166 (“‘Justness’, as used here, refers to the moral obligation which the debtor 9 feels rests upon himself to repay the original obligation. The ‘justness’ of a debt may be 10 express or it may be implied from the words used in acknowledging the debt. . . . [N]o 11 precise form of words need be used to constitute a legally sufficient acknowledgment.”). 12 USHRN’s arguments to the contrary are unavailing. As for the third element, 13 USHRN argues that it is irrelevant that a rational juror might infer that Trial Exhibit 22 14 was referring to the unpaid employee-benefit debt because, under Steinfeld, the writing 15 must “identify the debt explicitly and certainly.” (Doc. 213 at 7, cleaned up.) The problem 16 with this argument is that the Arizona Supreme Court subsequently clarified that its holding 17 in Steinfeld addressed a circumstance “where there are several debts and it cannot be 18 determined from the acknowledgment relied upon as to which particular debt it refers to.” 19 John W. Masury & Son v. Bisbee Lumber Co., 68 P.2d 679, 692 (Ariz. 1937). In contrast, 20 “if reference is made in the acknowledgment to some indebtedness not specified, and it 21 appears from other evidence that there is but one distinct legal indebtedness existing 22 between the parties, that is sufficient to identify it.” Id. at 692-93. Here, USHRN does not 23 suggest that there were somehow an array of different debts owed to Dr. Gonzalez and that 24 Exhibit 22 was therefore too imprecise in identifying which of those debts was being 25 affirmed. See also Freeman, 485 P.2d at 1166 (“It is generally said that where there are 26 several debts and it cannot be determined from the acknowledgment relied upon, which 27 debt is referred to, the acknowledgment would be insufficient. [But here, that] the letters 28 referred to the money owed on the promissory notes is beyond dispute; defendant himself

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1 has not argued differently.”); Dalos v. Novaheadinc, 2008 WL 4182996, *3 (Ariz. Ct. App. 2 2008) (“Although Masury involved a single debt, the court noted that in Steinfeld the court 3 had held that if several debts exist and the acknowledgment fails to identify a particular 4 one, the acknowledgement is insufficient. . . . In our case, there is a single debt. And as 5 Masury made clear, an acknowledgment need not ‘specifically set up the exact distinctly 6 and unerringly to a specific obligation.’”) (citation and emphasis omitted). 7 As for the fourth element, USHRN relies on De Anza Land and Masury for the 8 proposition that “any promise must be sufficient on its own to constitute a new enforceable 9 contract.” (Doc. 213 at 8.) But the point of A.R.S. § 12-508 is to revive an existing claim 10 that would otherwise be too old to pursue. If the writing required under § 12-508 had to 11 qualify as an independently enforceable contract, the Freeman test would make no sense: 12 (1) it only requires one of the two parties to sign, whereas contracts require offer and 13 acceptance; (2) it does not require the writing to “specify the exact amount or nature of the 14 debt,” which are essential terms for an independent contract to be enforceable; and (3) the 15 point of § 12-508 is to acknowledge an existing debt, not create a new one. Cf. Bainum v. 16 Roundy, 521 P.2d 633, 634 (Ariz. Ct. App. 1974) (“[Appellants] contend . . . the statement 17 in the letter ‘I am sure we can reach an understanding in a satisfactory arrangement for the 18 repayment of my note with you’ constitutes no more than a conditional promise to pay. 19 We do not agree. . . . The use of the words ‘reach an understanding in a satisfactory 20 arrangement’ do not detract from his willingness to pay the debt—they merely reflect the 21 fact that Mr. Bainum would have to work out the Terms of repayment. The trial court did 22 not err in finding that the March 25th letter constituted a sufficient acknowledgment to 23 remove the bar of the statute of limitations.”). 24 This conclusion is not inconsistent with De Anza. There, the Arizona Court of 25 Appeals observed that the “new promise must be sufficient in itself to support an action for 26 the debt, independent of the original promise.” 669 P.2d at 1344. The Court does not 27 construe this passage as holding that the “new promise” must be a “contract”; instead, it 28 simply recognizes that there must be enough information in the original promise to confirm

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1 the debt. At any rate, this passage is not particularly clear and the Court is required to 2 follow the holdings of the Arizona Supreme Court on this issue to the extent they might be 3 viewed as in tension with ambiguous dicta from a decision by the Arizona Court of 4 Appeals. McKown v. Simon Prop. Grp. Inc., 689 F.3d 1086, 1091 (9th Cir. 2012) (“Since 5 we are sitting in diversity, we must begin with the pronouncements of the state’s highest 6 court, which bind us. . . . [O]nly the [Arizona] Supreme Court’s decisions are binding, and 7 in the absence of such a decision, a federal court must predict how the highest state court 8 would decide the issue using intermediate appellate court decisions, among other sources 9 of authority, as guidance.”) (cleaned up). Tellingly, in other Arizona decisions (including 10 decisions by the Arizona Supreme Court) where courts found the fourth element was 11 satisfied, the writing acknowledging the debt likely would not have stood alone as an 12 enforceable contract. Bainum, 521 P.2d at 634 (concluding that “I am sure we can reach 13 an understanding in a satisfactory arrangement for the repayment of my note” was 14 sufficient even though this message still required the defendant to “work out the Terms”); 15 Freeman, 485 P.2d at 1166 (“We have here, in the form of letters written by Mr. Wilson, 16 writings signed by the party to be charged. In the letter dated September 27, 1965, 17 defendant refers to the subsisting indebtedness as the ‘Freeman money.’”). 18 Nor do Masury and De Anza Land stand for the proposition that “the promise is only 19 sufficient if the condition is performed or accepted.” (Doc. 213 at 8.) Instead, these cases 20 hold that the only remedy a party may pursue is dictated by the terms of the conditional 21 offer. This means Dr. Gonzalez could only pursue whatever she would have received under 22 the offer letter had she accepted it (which is all the jury awarded her); it does not mean she 23 has no remedy unless she did accept it. De Anza Land, 669 P.2d at 1344-45 (“The 24 agreement together with the subsequent affidavit is at best a conditional promise to see that 25 the obligation under the note will be satisfied. Such a promise restrains the rights of the 26 creditor to the terms proposed, and if he cannot recover by those terms, he cannot recover 27 at all.”); Masury, 68 P.2d at 690 (“[I]f the new promise is qualified or conditional, it 28 restrains the rights of the party to its own terms; and if he cannot recover by those terms,

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1 he cannot recover at all.”). 2 As for the fifth element, the January 2019 date of the offer letter is language that 3 appears on the face of the writing. (Doc. 213-3.) Given Dr. Gonzalez’s repeated 4 complaints throughout 2019 about USHRN’s failure to provide benefits, a reasonable juror 5 could construe USHRN’s decision to backdate the offer letter to January 2019 as an 6 acknowledgement that it had agreed to provide those benefits to her as of the start of 2019. 7 D. Continuing Violation Theory 8 1. The Parties’ Arguments 9 USHRN argues that “[t]he ‘continuous violation’ doctrine is not applicable . . . 10 because the breach at issue is not divisible but relates to a single breach,” namely “that 11 USHRN failed to enroll [Dr. Gonzalez] in and provide certain employment benefits starting 12 on January 1, 2019.” (Doc. 213 at 2.) According to USHRN, Builders Supply Corp. v. 13 Marshall, 352 P.2d 982 (Ariz. 1960), Ancala Holdings, L.L.C. v. Price, 220 F. App’x 569 14 (9th Cir. 2007), and Demasse v. ITT Corp., 984 P.2d 1138 (Ariz. 1999), do not support the 15 Court’s previous determination that the continuous violation theory applies. (Id. at 11-12.) 16 Instead, USHRN argues that Day v. LSI Corp., 174 F. Supp. 3d 1130 (D. Ariz. 2016), 17 supports its position. (Id. at 11.) 18 Dr. Gonzalez responds that “it is clear to see why this Court ruled correctly when it 19 determined Dr. Gonzalez’s ‘claims were not wholly time-barred because a new claim 20 accrued each time [USHRN] issued a paycheck without the agreed-to benefits.’” (Doc. 21 224 at 4, citing Doc. 199 at 2-3.) She continues: “As an at-will employee, Dr. Gonzalez 22 had no contractual entitlement to employee benefits until she performed work on a given 23 day because her performance was necessary for contract formation. More simply: there 24 was no contract until she did the work. And if there was no contract, her claim could not 25 have accrued.” (Id.) 26 In reply, USHRN reiterates its position that Dr. Gonzalez’s “Contract Claims arise 27 from a single act . . . that undisputedly accrued over one year prior to her filing suit” and 28 that the cases previously cited by the Court “are materially distinguishable.” (Doc. 229 at

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1 2.) USHRN also argues that the idea that a new contract arose each day is inconsistent 2 with Dr. Gonzalez’s argument to the jury and the jury’s verdict. (Id. at 11-12.) 3 2. Analysis 4 Although the conclusions in Part II.C.2 above make it unnecessary to reach this 5 issue, the Court will do so in an abundance of caution and in an effort to create a complete 6 record in the event of appeal. The Arizona Supreme Court recognized in Builders Supply 7 that ongoing underpayments resulting from ongoing contractual breaches each constitute 8 “a separate breach” and that a “‘cause of action accrues’—in the terms of the statute of 9 limitations—each time [the] defendant fails to perform as required.” 352 P.2d at 986. This 10 was so even though the parties entered into a single written contract. Id. Thus, even if 11 A.R.S. § 12-508 weren’t applicable here, Dr. Gonzalez’s claims for underpayments after 12 March 18, 2019 would not be time-barred—each such underpayment constituted a separate 13 breach occurring within one year of the filing of this lawsuit. (See also Doc. 208 at 28-29 14 [discussion of this issue during trial].) 15 The Arizona Supreme Court’s reasoning in Demasse underscores this conclusion, 16 because Demasse recognizes that each day of an at-will contract is a new unilateral 17 contract. (See also Doc. 208 at 27 [discussion of this issue during trial].) Although 18 USHRN asserts that the cited passage from Demasse is dicta, the Arizona Supreme Court 19 has referred to the principle discussed in that passage as “fundamental Arizona contract 20 law.” Cornell v. Desert Fin. Credit Union, 524 P.3d 1133, 1136-37 (Ariz. 2023) (“We 21 begin with fundamental Arizona contract law, which distinguishes between bilateral 22 contracts and unilateral contracts. . . . At-will employment contracts are unilateral and 23 typically start with an employer’s offer of a wage in exchange for work performed; 24 subsequent performance by the employee provides consideration to create the contract. 25 Thus, before performance is rendered, the offer can be modified by the employer’s 26 unilateral withdrawal of the old offer and substitution of a new one: the employer makes a 27 new offer with different terms and the employee again accepts the new offer by 28 performance (such as continued employment). Thus, a new unilateral contract is formed—

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1 a day’s work for a day’s wages.”) (quoting Demasse, 984 P.2d at 1142-43); Walter v. 2 Prestige Staffing, LLC, 2008 WL 2406138 (Ariz. Ct. App. 2008) (“At-will employment 3 contracts are unilateral and typically start with an employer’s offer of a wage in exchange 4 for work performed; subsequent performance by the employee provides consideration to 5 create the contract.”) (quoting Demasse, 984 P.2d at 1142-43). Nor is Arizona an outlier 6 in this regard. Other courts have applied the continuing-violation principle to at-will 7 employment contracts in other contexts, Cuadra v. Millan, 952 P.2d 704 (Cal. 1988) 8 (“[W]hen the work is continuing and the employee is therefore paid periodically (e.g., 9 weekly or monthly) a separate and distinct cause of action accrues on each payday, 10 triggering on each occasion the running of a new period of limitations.”), and to oral 11 contracts, Hidden Empire Holdings, LLC v. Angelone, 2023 WL 4208067 (C.D. Cal. 2023) 12 (“Angelone has nonetheless consistently alleged facts that make it plausible that an oral 13 and/or implied partnership agreement may have been reached between the parties despite 14 the absence of a formal written agreement. . . . [S]ince partnership agreements create 15 continuing obligations, under the continuous accrual rule each breach of those obligations 16 triggers a new statute of limitations.”). 17 Day does not compel a different conclusion. There, the court did not reject the 18 application of the continuing-violation principle to employment contracts—it simply noted 19 that A.R.S. § 12-541(3) applied, that the lawsuit was filed more than a year after the 20 complained-of conduct began, and that the plaintiff has not explained why the lawsuit was 21 timely. 174 F. Supp. 3d at 1155-56. Far from a rejection of the continuing-violation 22 principle, it appears the principle was never raised. Id. at 1155 (“Day has not responded to 23 LSI’s argument that this claim was not filed timely.”). 24 Finally, there is no merit to USHRN’s argument that the conclusion being reached 25 here “is inconsistent to [Dr. Gonzalez’s] argument at trial and contrary to the jury’s 26 verdict.” (Doc. 229 at 11.) Dr. Gonzalez’s theory of accrual set forth in the Final Pretrial 27 Order—“Dr. Gonzalez acknowledges that USHRN continuously failed to compensate her 28 as an employee throughout 2019. However, a cause of action accrues—in the terms of the

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1 statute of limitations—each time defendant fails to perform as required under the contract. 2 Thus, a new cause of action accrued for each pay period that USHRN failed to treat and 3 compensate Dr. Gonzalez as an employee.” (Doc. 163 at 27, cleaned up)—is essentially 4 the same theory being adopted here. That theory is not inconsistent with the jury’s verdict, 5 as the jury was simply asked to decide (1) whether a contract was formed; (2) if so, whether 6 it was breached; and (3) if so, whether USHRN acknowledged the resulting debt under 7 § 12-508. (Doc. 197.) Per the joint agreement of the parties, the jury was not asked to 8 make findings regarding damages or the accrual of the statute of limitations. (Doc. 226 at 9 56-58, 93-95, 103.) Instead, the parties agreed that if the jury found for Dr. Gonzalez on 10 the issues of contract formation and breach, the resulting damages would either be 11 $33,622.17 (if the jury found for Dr. Gonzalez on the § 12-508 issue) or $25,643.59 (if the 12 jury did not), with the latter figure reflecting the subset of underpayments that occurred 13 within one year of when Dr. Gonzalez filed suit. (Id. at 103.) Thus, nothing about the 14 outcome here is inconsistent with the jury’s verdict. 15 III. Dr. Gonzalez’s Motion For Attorneys’ Fees 16 A. The Parties’ Arguments 17 Dr. Gonzalez argues she is eligible for attorneys’ fees under A.R.S. § 12-341.01(A) 18 because this lawsuit arose out of contract. (Doc. 206 at 4-5.) She also argues that she 19 qualifies as the “successful party” under § 12-341.01(A), regardless of whether the “net 20 judgment rule” or the “percentage of success” or “totality of the litigation” tests are applied, 21 because she was successful on “six . . . of the eight . . . claims and counterclaims” and her 22 defeat on the interwoven tort claims “does not . . . even affect the analysis.” (Id. at 5-6.) 23 Next, Dr. Gonzalez argues that the discretionary factors under Associated Indem. Corp. v. 24 Warner, 694 P.2d 1181 (Ariz. 1985), favor a fee award because (1) USHRN’s 25 counterclaims lacked merit whereas Johnson-Blanco’s trial testimony showed “USHRN 26 knew Dr. Gonzalez’s claims had merit for more than a year before she filed them”; (2) she 27 offered to settle the case in December 2019 for “approximately $155,000,” which was 28 “well below the cost of USHRN’s own attorney fees,” and thus “USHRN . . . needlessly

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1 caused this litigation”; (3) a fee award would not result in hardship to USHRN because the 2 “claims, and any award of reasonable attorney fees, are covered by USHRN’s insurance 3 policy”; (4) “[t]he questions posed by the parties’ positions generally were not novel” 4 because “[t]his case largely boiled down to two issues of contract formation, via the oral 5 negotiations between Dr. Gonzalez and Ms. Johnson, and USHRN’s ‘ratification’ 6 argument, which was not supported by Arizona law or even the out-of-state cases upon 7 which USHRN relied”; and (5) “an award would not discourage future litigation by parties 8 with tenable claims or defenses because USHRN did not have any such claims or 9 defenses.” (Id. at 7-9). Finally, Dr. Gonzalez argues that her requested fees of $545,008.50 10 are reasonable. (Id. at 9-12.) 11 In response, USHRN first argues that Dr. Gonzalez is statutorily ineligible to 12 recover fees under § 12-341.01(A) “because the contractual claims . . . were incidental to 13 Plaintiff’s central claim for wrongful termination.” (Doc. 215 at 2.) Alternatively, USRHN 14 argues that it “is the successful party under the totality of circumstances test because 15 USHRN prevailed in dismissing over $1 million in Plaintiff’s claims as compared to 16 Plaintiff prevailing on $50,000+/- in claims,” because the “net winner test is not applicable 17 here,” and “because it made a written offer of $50,000 pursuant to A.R.S. § 12-341.01(A) 18 both before and shortly after the Court’s summary judgment ruling.” (Id., cleaned up.) 19 Further alternatively, USHRN argues that the Warner factors do not favor awarding 20 attorneys’ fees because its “claims and defenses were meritorious”; Dr. Gonzalez “never 21 allowed this case to settle and expanded litigation”; Dr. Gonzalez “recovered only a small 22 fraction of what she sought”; “this case involved novel legal issues”; “an award of fees 23 would discourage litigants from defending legitimate claims”; and Dr. Gonzalez “is, at 24 most, entitled to only fees related to the contract claims.” (Id. at 13-15.) Finally, USHRN 25 argues that Dr. Gonzalez’s fee request is inflated and unreasonable because “(i) it fails to 26 identify entries related solely to the contract claims; (ii) it seeks excessive and intertwined 27 attorneys’ fees and costs for claims that [Dr. Gonzalez] lost; (iii) it bills for clerical work, 28 duplicative work, excessive billing, block-billing, billing for inter-attorney meetings and

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1 communications; and (iv) uses unreasonable rates.” (Id. at 2-3.) In a related vein, USHRN 2 argues that Dr. Gonzalez’s attorneys (“Stinson”) “repeatedly raised their hourly rates” to a 3 degree that far outpaced inflation despite acknowledging that “Dr. Gonzalez, as a single 4 mother of three working for non-profits, is judgment proof.” (Id. at 3, emphasis omitted.) 5 In reply, Dr. Gonzalez asserts that “[w]hether a contract claim was central versus 6 incidental is not the applicable legal test for whether [a] claim is ‘arising out of contract.’ 7 Rather, the test is whether liability is premised on breach or avoidance of a contract.” (Doc. 8 221 at 2.) On the successful-party issue, Dr. Gonzalez argues that the Court “cannot rely 9 on USHRN avoiding liability on [her] tort claims to determine USHRN was the successful 10 party.” (Id. at 3-4.) Dr. Gonzalez further argues that “USHRN’s written settlement offers 11 do not render it the successful party” because those offers never exceeded her “reasonable 12 attorney fees . . . incurred . . . prior to th[ose] offer[s].” (Id. at 5.) On the topic of her 13 unsuccessful tort claims, Dr. Gonzalez points out that “[i]n submitting her fee application, 14 [she] has already reduced the amount requested in her fee application related to her tort 15 claims in the amount of $165,813.50.” (Id. at 7-8.) Accordingly, Dr. Gonzalez contends 16 that USHRN’s assertion that “its positions had merit” is “irrelevant” because “she has 17 already excluded fees incurred solely in pursuit of [tort] claims.” (Id. at 8.) As for 18 USHRN’s counterclaims, Dr. Gonzalez contends they only had enough merit to survive 19 summary judgment “because USHRN withheld evidence until trial that it had been advised 20 by its pro bono counsel that it was illegal to continue the independent contractor 21 agreement.” (Id.) Dr. Gonzalez also contends that USHRN’s statute of limitations defense 22 to her contract claims lacked merit. (Id.) Finally, Dr. Gonzalez defends the reasonableness 23 of Stinson’s staffing decisions, rates, and hours expended. (Id. at 10-11.) 24 … 25 … 26 … 27 … 28 …

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1 B. Analysis 2 Dr. Gonzalez’s fee request is governed by A.R.S. § 12-341.01(A), which provides 3 in relevant part that “[i]n any contested action arising out of a contract, express or implied, 4 the court may award the successful party reasonable attorney fees.” 5 1. Contested Action Arising Out Of A Contract 6 As an initial matter, it is clear that this action arose out of a contract. Both of Dr. 7 Gonzalez’s successful claims against USHRN were express breach-of-contract claims, as 8 were most of USHRN’s counterclaims against her. Ramsey Air Meds, L.L.C. v. Cutter 9 Aviation, Inc., 6 P.3d 315, 318 (Ariz. Ct. App. 2000) (acknowledging that the “case law 10 interpreting the statutory phrase ‘arising out of a contract’” is “voluminous and sometimes 11 confusing” but emphasizing that “[t]he statute obviously applies to express claims for 12 breach of contract”). USHRN places heavy emphasis on the fact that Dr. Gonzalez also 13 unsuccessfully asserted a pair of tort claims, but the presence of those unsuccessful tort 14 claims does not alter the fact that this action arose from a contract. See, e.g., ML Servicing 15 Co. v. Coles, 334 P.3d 745, 753 (Ariz. Ct. App. 2014) (“The meaning of ‘arises out of 16 contract’ is broad for the purposes of this statute. . . . [A] trial court may award attorney 17 fees under § 12-341.01 to the successful party even on contract claims that are interwoven 18 with tort claims.”); Rudinsky v. Harris, 290 P.3d 1218, 1225 (Ariz. Ct. App. 2012) 19 (“Rudinsky also contends attorneys’ fees should not have been awarded because the 20 contract claim is ‘interwoven’ with the tort claim. But even if the alleged contract claim is 21 interwoven with the defamation claim, this does not prevent an award of fees on the 22 contract claim.”). See also In re Larry’s Apartment, L.L.C., 249 F.3d 832, 836-37 (9th Cir. 23 2001) (“When the contract in question is central to the issues of the case, it will suffice as 24 a basis for a fee award.”). Although the unsuccessful tort claims may bear on whether Dr. 25 Gonzalez should be considered “successful” and whether any of the time entries giving rise 26 to her fee request should be reduced or eliminated, those issues are distinct from whether 27 28

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1 this action arose out of a contract (which it did). 2 2. Successful Party 3 The other threshold question under § 12-341.01(A) is whether Dr. Gonzalez was the 4 successful party. Under Arizona law, “the trial court has substantial discretion to determine 5 who is a ‘successful party.’” Fulton Homes Corp. v. BBP Concrete, 155 P.3d 1090, 1096 6 (Ariz. Ct. App. 2007). “The decision as to who is the successful party for purposes of 7 awarding attorneys’ fees is within the sole discretion of the trial court, and will not be 8 disturbed on appeal if any reasonable basis exists for it.” Sanborn v. Brooker & Wake 9 Property Mgmt., Inc., 874 P.2d 982, 987 (Ariz. Ct. App. 1994). 10 The “successful party” analysis here is complicated by the fact that Dr. Gonzalez 11 sued an array of defendants under various tort and contract theories. (Doc. 11 ¶¶ 31-54.) 12 Additionally, USHRN asserted counterclaims against Dr. Gonzalez but the Individual 13 Defendants did not. (Doc. 58 at 21-25 ¶¶ 70-98; Docs. 21, 40.) The Court possesses 14 particularly broad discretion when deciding how to determine the “successful party” in 15 cases involving multiple parties and multiple claims. See, e.g., Schwartz v. Farmers Ins. 16 Co. of Ariz., 800 P.2d 20, 25 (Ariz. Ct. App. 1990) (“The trial court possesses discretion to 17 determine who is the successful party in multiple-party litigation and in cases where there 18 are multiple-parties as well as multiple-claims.”); Pioneer Roofing Co. v. Mardian Constr. 19 Co., 733 P.2d 652, 664 (Ariz. Ct. App. 1986) (“Given the third-party posture of this 20 litigation and its multiple claims and parties, we hold that the trial court’s method of 21 determining who was the ‘successful party’ as to each claim was not an abuse of 22 discretion.”). Under the circumstances, the Court concludes that the most logical approach 23 is to individually evaluate whether Dr. Gonzalez was successful in relation to each 24 defendant. 25 The “successful party” assessment as to the Individual Defendants is 26 straightforward. None of those defendants asserted their own affirmative claims against 27 Dr. Gonzalez, and all of Dr. Gonzalez’s claims against them failed. That Dr. Gonzalez’s 28 claims against the Other Defendants failed for lack of personal jurisdiction, rather than on

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1 the merits, is irrelevant. Balestrieri v. Balestrieri, 300 P.3d 560, 563 (Ariz. Ct. App. 2013); 2 Boschee v. T.W. Lewis Co., 2017 WL 1882332, *2 (Ariz. Ct. App. 2017) (“[T]he superior 3 court may award fees under A.R.S. § 12-341.01(A) to a defendant who prevails on a motion 4 to dismiss for lack of personal jurisdiction.”). 5 As for Dr. Gonzalez and USHRN, both parties pursued affirmative claims against 6 the other, so one approach for deciding which side was successful would be to apply the 7 “net winner” test. Ayala v. Olaiz, 776 P.2d 807, 809 (Ariz. Ct. App. 1989) (“In cases 8 involving various competing claims, counterclaims and setoffs all tried together, the 9 successful party is the net winner.”). The Court disagrees with USHRN that it may not 10 apply the net winner test “because [this test] only looks at the results at trial” and “entirely 11 ignores any claims that do not make it to trial.” (Doc. 215 at 12). However, the Court 12 agrees that “in a case involving multiple claims and varied success,” it also has the 13 discretion to instead “apply a ‘percentage of the success’ or a ‘totality of the litigation’ 14 test.” Berry v. 352 E. Virginia, L.L.C., 261 P.3d 784, 788 (Ariz. Ct. App. 2011) (citation 15 omitted). See also Aspen Biotech Corp. v. Wakefield, 2021 WL 3503399, *18 (Ariz. Ct. 16 App. 2021) (“This court has long held that the superior court is not bound to the net 17 judgment rule in a multi-party, multi-claim case in the exercise of its discretion. Instead, 18 it may use other tests to determine the parties’ relative success concerning the various 19 claims.”). Nevertheless, Dr. Gonzalez qualifies as the successful party no matter which 20 test is used. 21 Beginning with the net winner test, Dr. Gonzalez prevailed on her contract claims, 22 which resulted in a final judgment of $33,622.17, while USHRN lost on all of its 23 counterclaims. This would make Dr. Gonzalez the successful party unless her rejection of 24 settlement offers outweighs her success on the merits. A.R.S. § 12-341.01(A) (“If a written 25 settlement offer is rejected and the judgment finally obtained is equal to or more favorable 26 to the offeror than an offer made in writing to settle any contested action arising out of a 27 contract, the offeror is deemed to be the successful party from the date of the offer and the 28 court may award the successful party reasonable attorney fees.”). For purposes of § 12-

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1 341.01(A), the “judgment finally obtained” includes not only the $33,622.17 judgment, but 2 also any prejudgment interest, taxable court costs, and any attorneys’ fees incurred up to 3 the point of the offer. Berry, 261 P.3d at 790; Am. Power Prods., Inc. v. CSK Auto, Inc., 4 396 P.3d 600, 605 (Ariz. 2017); Hall v. Read Dev., Inc., 274 P.3d 1211, 1215 (Ariz. Ct. 5 App. 2012). 6 Here, the Court has already awarded Dr. Gonzalez $3,829.72 in taxable costs. (Doc. 7 219.) Additionally, after trial, Dr. Gonzalez moved for prejudgment interest in the amount 8 of $12,693.53. (Doc. 211.) USHRN responded that it did not contest the calculation of 9 $12,693.53 in prejudgment interest based on the $33,622.17 judgment, although it 10 continued to contest the $33.622.17 judgment (Doc. 225) for reasons now rejected 11 elsewhere in this order. Therefore, Dr. Gonzalez is entitled to an additional award of 12 $12,693.53. This brings the “judgment finally obtained” to $50,145.42. Because that 13 figure exceeds the settlement offers of $7,500 and $15,000 that USHRN made in March 14 2021 (Docs. 215-1 ¶ 35), those offers were too low to alter the successful-party calculus. 15 On December 17, 2021, USHRN increased its offer to $50,000. (Doc. 215-8.) An 16 argument can be made that this offer was actually worth $62,460 from Dr. Gonzalez’s 17 perspective, because it included a waiver of the Other Defendants’ claim against Dr. 18 Gonzalez for attorneys’ fees (which, as discussed in Part IV below, the Court has now 19 determined should be granted to the tune of $12,460). But even using a valuation of 20 $62,460, this offer remained too low to suffice. Even after her attorneys’ fees are reduced 21 (for reasons explained in later portions of this order), Dr. Gonzalez had incurred $97,135.80 22 in fees on her contract-based claims by December 17, 2021. Thus, for a settlement offer 23 on that date to be sufficient, it would have needed to equal or exceed $147,281.22 (i.e., Dr. 24 Gonzalez’s then-current fees of $97,135.80 plus the $50,145.42 sum calculated above).4 25 For similar reasons, although USHRN reiterated its $50,000 settlement offer in 26 October 2022 (Doc. 215-9) and then increased its settlement offer to $100,000 on August 27 4 Even if the amount of pre-judgment interest accrued at the time of this offer was not 28 quite as high as the ultimate sum of $12,693.53, because it was made about two years before the entry of judgment, the $50,000 offer remained far too low.

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1 16, 2023 (Doc. 215-12), those offers remained too low. Even assuming the latter offer was 2 worth $112,460 from Dr. Gonzalez’s perspective (to account for the waiver of the Other 3 Defendants’ claim for fees) and even after Dr. Gonzalez’s attorneys’ fees are reduced for 4 reasons explained in later portions of this order, Dr. Gonzalez had incurred more than 5 $185,956.20 in fees on her contract-based claims by August 16, 2023. Thus, for a 6 settlement offer on that date to be sufficient, it would have needed to equal or exceed 7 $236,101.62 (i.e., Dr. Gonzalez’s then-current fees of $185,956.20 plus the $50,145.42 8 sum calculated above). 9 Dr. Gonzalez also emerges as the successful party under the percentage of the 10 success and totality of the litigation tests. USHRN asserts that Dr. Gonzalez’s $33,622.17 11 recovery was about 3% of the approximately $1.1 million she initially sought. (Doc. 215 12 at 4-5.) Even accepting that denominator, which Dr. Gonzalez contends is inflated, she 13 remains the successful party. Dr. Gonzalez’s recovery may be a small percentage of what 14 she initially sought, but USHRN lost on all of its counterclaims. A 3% recovery is more 15 successful than a 0% recovery. Cramton v. Grabbagreen Franchising LLC, 2022 WL 16 1719687, *26 (D. Ariz. 2022) (“Although Defendants assert that this matter was not 17 ‘resolved in [Plaintiff’s] favor’ because she received far less than she originally sought, 18 Defendants fail to cite any authority in support of their position and the Court is 19 unpersuaded—Phyrric though the victory may have been, this action was resolved in 20 [Plaintiff’s] favor when the Court entered judgment in her favor on several of her claims 21 and on all of the counterclaims.”). 22 Similarly, when looking at the totality of the circumstances, the Court views Dr. 23 Gonzalez as more successful than USHRN because she prevailed on at least some of her 24 affirmative claims while defeating all of USHRN’s counterclaims. Med. Protective Co. v. 25 Pang, 25 F. Supp. 3d 1232, 1240 (D. Ariz. 2014) (“Under the totality of the litigation rule 26 . . . , [t]here are no strict factors, rather the trial court is afforded discretion in reviewing 27 the totality of the litigation.”). 28 …

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1 3. Warner Factors 2 Because Dr. Gonzalez was the successful party in relation to USHRN (no matter 3 which test is used), she may be entitled to the attorneys’ fees she incurred when pursuing 4 her successful contract claims and successfully opposing USHRN’s contract-based 5 counterclaims. “However, there is no presumption that a successful party should be 6 awarded attorney fees under § 12-341.01.” Motzer v. Escalante, 265 P.3d 1094, 1095 7 (Ariz. Ct. App. 2011). “The legislature used the phrase ‘may award’ in authorizing the 8 trial judge to award a successful contract litigant reasonable attorney’s fees. The natural 9 import of this phrase is to vest discretion in the trial court to determine the circumstances 10 appropriate for the award of fees.” Warner, 694 P.2d at 1184. The factors Arizona courts 11 have identified as “useful” in determining whether to award fees pursuant to § 12-341.01 12 include (1) the merits of the claim or defense of the unsuccessful party; (2) whether the 13 litigation could have been avoided or settled; (3) whether assessing fees would cause 14 extreme hardship; (4) whether the successful party prevailed with respect to all relief 15 sought; (5) whether the legal question was novel or had been previously adjudicated; and 16 (6) whether an award would discourage other parties with tenable claims or defenses from 17 litigating them. Id. The party seeking fees has the burden of establishing entitlement. 18 Woerth v. City of Flagstaff, 808 P.2d 297, 304-05 (Ariz. Ct. App. 1990). 19 As for the first factor, the Court agrees with Dr. Gonzalez that USHRN’s 20 counterclaims were relatively weak. USHRN wisely abandoned all but one of its 21 counterclaims on the eve of trial (Doc. 163 at 33-34)—although not before Dr. Gonzalez 22 incurred fees defending against them—and the Court easily rejected the one remaining 23 counterclaim on the merits at trial (Doc. 208 at 36-37). As for Dr. Gonzalez’s contract 24 claims, USHRN’s merits defense was, in the Court’s estimation, relatively weak and 25 unpersuasive. With that said, the Court acknowledges the debatable nature of the law 26 concerning USHRN’s statute of limitations defense and agrees that USHRN’s assertion of 27 that defense was reasonable. Nevertheless, overall, the first factor cuts in favor of awarding 28 attorneys’ fees.

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1 So does the second factor. Despite the relative strength of Dr. Gonzalez’s contract 2 claims (and putting aside the potential additional exposure to USHRN created by her tort 3 claims), USHRN did not even respond to her $155,000 pre-litigation settlement offer, then 4 nickled and dimed her during the settlement conference in 2021 by making settlement 5 offers of only $7,500 and $15,000. Although USHRN later increased its settlement offers, 6 those offers remained too low because they failed to account for the attorneys’ fees Dr. 7 Gonzalez had accumulated in the meantime (which, again, USHRN could have avoided by 8 making more reasonable offers at earlier stages of the case). True, Dr. Gonzalez was quite 9 unreasonable in her settlement demands, but the Court’s overall impression is that USHRN 10 bears significant responsibility for this case’s failure to settle. USHRN’s assertion of weak 11 counterclaims (most of which it abandoned on the eve of trial) also contributed to the 12 settlement failure. SWC Baseline & Crismon Investors, L.L.C. v. Augusta Ranch Ltd. 13 P’ship, 265 P.3d 1070, 1084-85 (Ariz. Ct. App. 2011) (where a party’s tactics, including 14 its assertion of a provocative counterclaim, “ignited litigation flames that scorched the 15 earth,” that party “ha[d] only itself to blame” for substantial fees). 16 USHRN does not dispute that the third factor favors an award of fees. (Doc. 215 at 17 13-15.) 18 The Court agrees with USHRN that the fourth factor weighs against awarding fees 19 because Dr. Gonzalez recovered a very small percentage of what she sought. 20 As for the fifth factor, as discussed previously, although the law governing 21 USHRN’s statute-of-limitations defense is debatable, Dr. Gonzalez’s successful contract 22 claims were otherwise relatively straightforward winners while USHRN’s counterclaims 23 were straightforward losers. Thus, the fifth factor weighs in favor of an award. 24 As for the sixth factor, the Court disagrees with USHRN that awarding fees that are 25 outsized to the verdict would discourage parties from “defending meritorious claims.” 26 (Doc. 215 at 15.) If anything, such an award would encourage defending parties to make 27 a reasonable early settlement offer where, as here, the plaintiff has a strong contract claim 28 that is likely to prevail. Although USHRN is correct that Dr. Gonzalez’s ultimate recovery

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1 was relatively modest, this does not mean she lacked a legitimate claim. More important, 2 all USHRN needed to do to avoid a fee award was make a reasonable settlement offer as 3 to her contract claims before she began incurring substantial fees in pursuit of those claims. 4 Cf. Cramton, 2022 WL 1719687 at *26-27 (awarding $192,792.50 in attorneys’ fees, even 5 though underlying fee-triggering claim “generated a recovery of just over $50,000,” where 6 the plaintiff “was forced to litigate the claim” and although the plaintiff “did not make a 7 targeted effort to settle the [successful] claim without regard to her other, [unsuccessful] 8 bigger-ticket claims, . . . nothing about how Defendants litigated this case suggests that 9 such a targeted settlement effort would have been successful”). 10 In sum, the Warner factors weigh in favor of awarding attorneys’ fees to Dr. 11 Gonzalez. 12 4. Reasonableness Review 13 To determine whether Dr. Gonzalez’s requested fees are reasonable, the Court first 14 looks to whether the hourly rates are reasonable, then evaluates whether the time spent on 15 the matter is reasonable. Kaufman v. Warner Bros. Entm’t Inc., 2019 WL 2084460, *13 16 (D. Ariz. 2019). The party requesting fees bears the burden of proving reasonableness. In 17 re Guardianship of Sleeth, 244 P.3d 1169, 1176 (Ariz. Ct. App. 2010). 18 “The prevailing market rate in the community is indicative of a reasonable hourly 19 rate.” Jordan v. Multnomah Cnty., 815 F.2d 1258, 1262-63 (9th Cir. 1987). Thus, Dr. 20 Gonzalez must establish that the “requested rates are in line with those prevailing in the 21 [Phoenix area] for similar services of lawyers of reasonably comparable skill and 22 reputation” through “satisfactory evidence, in addition to the affidavits of its counsel.” Id. 23 Unfortunately, Dr. Gonzalez did not submit an affidavit from a third-party attorney 24 attesting to the reasonableness of Stinson’s rates. Instead, Ms. Francis’s affidavit contains 25 a paragraph averring that her and other Stinson personnel’s rates are reasonable based on 26 her experience. (Doc. 206 at 23 ¶ 13.) This sort of certification is of questionable utility. 27 The usual practice is to submit an affidavit from an attorney whose fees are not the subject 28 of the fee request. See, e.g., Excel Fortress Ltd. v. Wilhelm, 2019 WL 5294837, *4 (D.

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1 Ariz. 2019) (“[T]he uncontradicted declaration from [a third-party attorney] establishes 2 that the rates charged by Mr. McHugh and Ms. McHugh are reasonable rates in the Phoenix 3 market for attorneys of comparable skill and experience.”); Pierce v. Cnty. of Orange, 905 4 F. Supp. 2d 1017, 1036 (C.D. Cal. 2012) (“Plaintiffs submit declarations from Peter J. 5 Eliasberg, the Legal Director at the American Civil Liberties Union Foundation of 6 Southern California . . . , and Paula D. Pearlman, the Executive Director of the Disability 7 Rights Legal Center . . . , both of whom corroborated that the hourly rates sought are in 8 line with the rates charged in Southern California by similar attorneys for similar work.”). 9 Thus, the Court will attempt to assess the reasonableness of the rates at issue by reference 10 to recent decisions by courts within this District. 11 Two considerations complicate this inquiry. First, courts in this District are not in 12 complete agreement about what a reasonable Phoenix rate looks like. This Court 13 concluded, several years ago, “that a reasonable rate for highly skilled, experienced, and 14 regarded lawyers involved in complex, high-dollar commercial litigation can range as high 15 as $552 per hour” and that “reasonable associate rates approved in this district have reached 16 $280 per hour.” Orman v. Central Loan Admin. & Reporting, 2020 WL 919302, *2 (D. 17 Ariz. 2020) (cleaned up). In a more recent decision, another Arizona court approved hourly 18 rates of $567 for partners, $375.50 for associates, and $265 for paralegals. Randolph v. 19 Pravati SPV II LLC, 2022 WL 1480029, *2 (D. Ariz. 2022). However, other Arizona 20 courts have observed that “[w]hile at times this Court has found higher fees to be 21 reasonable, between $300 and $350 is the norm” for partners. Barrio v. Gisa Invs. LLC, 22 2021 WL 1947507, *2-3 (D. Ariz. 2021). 23 Second, although courts have recognized that what the client agreed to pay is a 24 strong proxy for reasonableness, this principle applies with the most force when a client 25 actually paid for the legal services at issue. Schweiger v. China Doll Restaurant, Inc., 673 26 P.2d 927, 931-32 (Ariz. Ct. App. 1983) (“[I]n corporate and commercial litigation between 27 fee-paying clients, there is no need to determine the reasonable hourly rate prevailing in 28 the community for similar work because the rate charged by the lawyer to the client is the

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1 best indication of what is reasonable under the circumstances of the particular case.”) 2 (emphasis added); Jackson v. Wells Fargo, N.A., 2015 WL 13567069, *2 (D. Ariz. 2015). 3 Here, although Stinson and Dr. Gonzalez entered into an agreement that, on its face, 4 involved hourly rates and periodic bills rather than a contingency agreement (Doc. 206 at 5 28-35), Dr. Gonzalez has not actually paid the fees she incurred. (Doc. 207 at 145 ¶ 4 6 [Francis declaration: “Because of Dr. Gonzalez’s difficulties finding employment after 7 [USHRN] terminated her, including as a result of the COVID-19 pandemic, Dr. Gonzalez 8 has been unable to pay Stinson’s attorney fees.”].) Indeed, as discussed in Part IV infra, 9 Dr. Gonzalez has now taken the position that she is judgment proof and unable to pay the 10 Other Defendants’ attorneys’ fees. (Doc. 212 at 4 [“Put simply, Dr. Gonzalez cannot pay 11 any amount of attorney fees awarded against her.”].) In a related vein, it appears that Dr. 12 Gonzalez’s strategy from the early stages of this case was to require USHRN to pay her 13 lawyers for her. (Doc. 215-7 [October 2021 letter from Dr. Gonzalez to USHRN: “USHRN 14 faces a no-win situation. Dr. Gonzalez, as a single mother of three working for non-profits, 15 is judgment proof. Even if USHRN is successful, it will not recover any amount, including 16 its attorney’s fees or costs. The cost of litigating will only increase. On the other hand, 17 Dr. Gonzalez likely only needs to succeed on one of her claims to recover her attorney’s 18 fees, which will only increase as this case progresses. . . . [E]ven if USHRN’s motion is 19 granted in full, it will still face significant liability and costs.”].) Given this backdrop, more 20 than a touch of skepticism is necessary when reviewing Stinson’s rates. Dr. Gonzalez has 21 not established that she ever intended for anyone other than USHRN to pay Stinson or that 22 all of Stinson’s work would have been performed (and at the same rates) had she been 23 personally required to pay. 24 Here, Stinson charged hourly rates of $245 for paralegals, from $245 to $275 for e- 25 discovery staff, and $290 for summer associates. (Doc. 206 at 23-24 ¶ 15.) Additionally, 26 Stinson charged hourly rates of $450 to $545 for partner Carrie Francis’s work, $290 to 27 $385 for associate Tim Lauxman’s work, and $340 for associate Ashley Cheff’s work. 28 (Id.) USHRN objects to these rates as unreasonable. (Doc. 215-1 ¶¶ 31-34.) USHRN also

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1 objects on the ground that Stinson overstaffed this case by charging for too many 2 timekeepers. (Doc. 215 at 16.) 3 On the one hand, the Court rejects the overstaffing argument. The number of people 4 staffed on the case is not a very useful metric for whether the time entries are reasonable. 5 If Ms. Francis had done all of the work herself rather than delegating tasks to others, there 6 would be fewer timekeepers but a higher bill. Cf. Continental Townhouses E. Unit One 7 Ass’n v. Brockbank, 733 P.2d 1120, 1128 (Ariz. Ct. App. 1986) (“[Legal assistant fees are] 8 properly considered as a component of attorneys’ fees, since an attorney would have 9 performed these services if a legal assistant was not employed instead.”); Andreason v. 10 Comm’r of Soc. Sec. Admin., 2020 WL 5544367, *2 (D. Ariz. 2020) (“[T]he Court finds 11 no fault with the fact that two attorneys collaborated on this case and recognizes that legal 12 collaboration often requires multiple attorneys to review the same documents in order to 13 contribute meaningfully to the drafting and editing process.”). 14 On the other hand, although hourly rates of up to $545 for an experienced, skilled 15 partner such as Ms. Francis, up to $340 for associates, and up to $275 for paralegals and e- 16 discovery staff might be appropriate under other circumstances, those rates are 17 unreasonable here in light of the evidence that Stinson did not expect Dr. Gonzalez to 18 actually foot the bill for work performed at those rates. It would create obvious perverse 19 incentives to uncritically approve the requested rates under these circumstances. The Court 20 therefore concludes that reasonable hourly rates under the facts of this case are $300 for 21 partners, $212 for associates, and $100 for paralegals and e-discovery staff. Those figures 22 fall at the low end of the ranges that USHRN concedes would be considered reasonable in 23 Phoenix. (Doc. 215-1 ¶¶ 31-34.) 24 The Court is particularly unimpressed by the attempt to recover $290/hour for work 25 performed by summer associates. This request is emblematic of the problem posed by 26 some of the other requested rates here—nobody expected Dr. Gonzalez to actually pay this 27 rate, and one can only imagine the reaction an actual paying client would have upon being 28 presented with a bill for $290/hour summer associate work. Such work is often written off

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1 entirely. See, e.g., In re Borden, 104 B.R. 167, 170 (Bankr. D. Minn. 1989) (“Included in 2 the request is the time of a summer associate. Summer clerkships, however, are typically 3 used by law firms as a marketing tool to attract top talent to the firms that hope to hire 4 them. Usually firms do not expect to make money on them. Rather, clerks are typically 5 placed on projects to allow the firm to introduce them to the work done by the firm and to 6 further the education of the clerk. It is simply unreasonable to charge $65.00 per hour for 7 what likely constitutes two days of research time by a first or second year law student. 8 Much of that effort was almost certainly devoted to educating the clerk on bankruptcy and 9 the ways of the firm. Presumably, much of it was spent polishing a memorandum to be 10 submitted to the lead attorney who would then be making recommendations on hiring. I 11 take notice of the fact that summer clerk’s time is often written off in its entirety; I believe 12 this makes sense.”); Ryals v. City of Englewood, 2014 WL 2566288, *3 n.2 (D. Colo. 2014) 13 (“I identified two associates, one summer associate, two ‘researchers,’ two paralegals, one 14 ‘paraprofessional,’ and one staff employee as having recorded time to the account that was 15 entirely written off.”). Here, however, USHRN does not argue that the summer associate 16 time should be categorically excluded, so the Court will simply reduce the summer 17 associate rate to the amount, $125/hour, that USHRN seems to concede (Doc. 215-1 ¶ 32) 18 would be reasonable. See generally United States v. Sineneng-Smith, 140 S. Ct. 1575, 1579 19 (2020) (discussing “the principle of party presentation,” which holds that courts “should 20 not[] sally forth each day looking for wrongs to right” and instead should “wait for cases 21 to come to [them] . . . [and] normally decide only questions presented by the parties”) 22 (citations and internal quotation marks omitted). 23 USHRN next argues that the time entries “include clerical work, block billing, and 24 duplication.” (Doc. 215 at 16.) Clerical tasks include tasks like scheduling and filing, 25 stamping, and serving documents. Although some courts have come out the other way, 26 see, e.g., ME SPE Franchising LLC v. NCW Holdings LLC, 2023 WL 2691562, *11 (D. 27 Ariz. 2023); Worden v. Klee Bethel, M.D., P.C., 2009 WL 2003321, *5 (Ariz. Ct. App. 28 2009), the Court finds it appropriate for paralegals to perform such work and bill for it at a

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1 paralegal rate. Similarly, the Court finds it appropriate for e-discovery staff to perform e- 2 discovery work such as uploading documents into review platforms and to bill for it at a 3 similar rate. Therefore, the Court has generally declined USHRN’s request to disallow 4 “clerical” work by paralegals and e-discovery staff. Further, to the extent USHRN suggests 5 otherwise (Doc. 215-16), the Court concludes that activities like preparing exhibits, cite 6 checking and proof-reading briefs, and drafting legal documents (even simple ones like 7 summonses and cover sheets) are tasks that attorneys generally may perform and bill for at 8 their rates. Also, Ms. Francis generally acted appropriately in delegating much of this work 9 to associate attorneys rather than doing it herself. Thus, the Court has overruled many of 10 USHRN’s objections to clerical work but has sustained those objections where attorneys 11 actually appear to have performed clerical work. See, e.g., Annotated Excel Time Sheet, 12 Entry Nos. 289, 419.5 13 Next, Dr. Gonzalez is not entitled to recover for time entries that are unreasonably 14 duplicative, excessive, or unnecessary. Cf. Moshir v. Automobili Lamborghini Am. LLC, 15 927 F. Supp. 2d 789, 799-800 (D. Ariz. 2013). Attorneys’ fees incurred solely to allow a 16 new attorney to come up to speed are not compensable. Advanced Reimbursement Sols. 17 LLC v. Spring Excellence Surgical Hosp. LLC, 2020 WL 2768699, *4 (D. Ariz. 2020). 18 The Court has sustained a few of USHRN’s “new attorney getting up to speed” objections 19 on this basis. See Entry Nos. 520-21. A few other entries (such as taking an hour to write 20 what appears to be a simple email, Entry No. 154), seem on their face unreasonable, and 21 the Court has reduced those entries as well. In the main, however, Stinson’s time entries 22 are reasonable. There were a few attorneys from the same law firm working on the case, 23 and in some instances, multiple attorneys reviewed or communicated about the same 24 documents, research, or concepts. Other times, as USHRN points out, the same attorney 25 reviewed the same document or performed similar research multiple times. All of this 26 seems within the bounds of reasonable conduct for a relatively complicated case that 27 5 A copy of the Excel spreadsheet setting forth the time entries at issue here, as well 28 as the Court’s rulings on individual objections and other adjustments, is enclosed as an appendix to this order.

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1 dragged on for years. It is not surprising that important documents or legal concepts might 2 be reviewed by multiple attorneys from the same team over the course of multi-year 3 litigation. Cf. Farwest Pump Co. v. Secura Ins., 2023 WL 3650498, *3 (D. Ariz. 2023) 4 (“Farwest’s conclusory arguments that certain hours were unnecessary . . . or excessive 5 also fail to explain why a prudent lawyer would not undertake the challenged tasks.”). 6 USHRN also raises several “block billing” objections. “‘Block billing’ is ‘the time- 7 keeping method by which each lawyer and legal assistant enters the total daily time spent 8 working on a case, rather than itemizing the time expended on specific tasks.’” Welch v. 9 Metro. Life Ins. Co., 480 F.3d 942, 945 n.2 (9th Cir. 2007) (quoting Harolds Stores, Inc. v. 10 Dillard Dep’t Stores, Inc., 82 F.3d 1533, 1554 n.15 (10th Cir.1996)). “While not forbidden 11 by case law, block-billing makes it nearly impossible for the Court to determine the 12 reasonableness of the hours spent on each task. Where the Court cannot distinguish 13 between the time claimed for the various tasks, the Court will reduce the award 14 accordingly.” Moshir, 927 F. Supp. 2d at 799. Nevertheless, the fundamental question is 15 “whether time entries meet the basic requirements of listing attorneys’ hours and 16 identifying the general subject matter of their time expenditures.” Maki v. N. Sky Partners 17 II LP, 2018 WL 4042455, *2 (D. Ariz. 2018) (cleaned up). See also Oskowis v. Sedona 18 Oak-Creek Unified Sch. Dist. #9, 2019 WL 5066821, *9 (D. Ariz. 2019) (“[B]ecause the 19 entries provided sufficient detail regarding the various tasks that were performed, the fact 20 that the tasks are included in a single entry does not render the entries deficient”), aff’d sub 21 nom. 855 F. App’x 421 (9th Cir. 2021). Courts tend to award fees despite the presence of 22 block-billing where the billing is for “closely related tasks, each covering no more than a 23 few hours.” Maki, 2018 WL 4042455 at *3. See also Sunstone Behav. Health, Inc. v. 24 Alameda Cnty. Med. Ctr., 646 F. Supp. 2d 1206, 1217 (E.D. Cal. 2009) (“[E]ven where 25 hours are block-billed, a district court should refrain from reducing fees until it first 26 determines whether sufficient detail has been provided so that the Court can evaluate what 27 the lawyers were doing and the reasonableness of the number of hours spent on those 28 tasks.”) (cleaned up).

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1 Here, some of the objected-to entries are not actually block-billed. See Entry No. 2 620. Most of the remaining block-billed entries provide sufficient detail to assess the 3 reasonableness of a time expenditure, involve closely related tasks, and do not last more 4 than a few hours. See, e.g., Entry No. 62. These entries are not deficient. However, the 5 Court has sustained USHRN’s objections where a compensable task is lumped in with a 6 non-compensable one—even if closely related. For example, in Entry No. 680, Stinson 7 block-billed 5.7 hours of work on Dr. Gonzalez’s fees motion (compensable) and sanctions 8 motion (non-compensable). Because it is impossible to discern how the time was divided 9 between these two tasks, none of the 5.7 hours is compensable. 10 USHRN also asserts that some time entries are too vague or ambiguous. For the 11 most part, the objected-to entries are not deficient because they list “‘the type of legal 12 services provided, the date the service was provided . . . , and the time spent in providing 13 the service’ as required to give the court sufficient detail to assess the reasonableness of 14 time expended.” Mesa Airlines, Inc. v. Davis, 2021 WL 710191, *3 (Ariz. Ct. App. 2021) 15 (quoting Schweiger , 673 P.2d at 932). However, the Court has sustained objections as to 16 a few entries that did not meet this standard. See, e.g., Entry No. 358. 17 Finally, “[a]ttorney’s fees may be awarded under [A.R.S. § 12-341.01] for tort 18 claims that are intertwined with contract claims.” Campbell v. Westdahl, 715 P.2d 288, 19 297 (Ariz. Ct. App. 1985) (emphasis added); Pettay v. Ins. Mktg. Servs., Inc., 752 P.2d 18, 20 21 (Ariz. 1987). However, courts may in their discretion deny fees for work on 21 unsuccessful claims even if those claims were intertwined with a successful one. 22 Schweiger, 673 P.2d at 932-33 (“Where a party has achieved only partial or limited success, 23 however, it would be unreasonable to award compensation for all hours expended, 24 including time spent on the unsuccessful issues or claims.”); Se. Invs., LLC v. CB Richard 25 Ellis, Inc., 2011 WL 1226466, *4 (Ariz. Ct. App. 2011) (“Given the very limited success 26 Southeast enjoyed at trial (it recovered only 3.7% of its alleged damages), we cannot say 27 the superior court abused its discretion in concluding that Southeast’s reasonable attorney’s 28 fees amounted to only a fraction of the fees it requested.”). Here, the Court has generally

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1 denied fees for any time that appears to be spent only on Dr. Gonzalez’s unsuccessful tort 2 claims or other unsuccessful claims such as the sanctions motion. See, e.g., Entry No. 677. 3 Further, for the vast majority of time entries related to work done before the July 29, 2022 4 order dismissing Dr. Gonzalez’s tort claims, the same time entry was relevant to both the 5 unsuccessful tort claims and the other (ultimately successful) contract claims. To account 6 for the fact that these entries are in one sense compensable but in another sense non- 7 compensable, the Court finds it appropriate, in its discretion, to reduce by 50% all time 8 entries before the entry of summary judgment that appear to relate to both the tort claims 9 and the contract claims. 10 Once all of these adjustments are made, the resulting size of the fee award is 11 $234,881. This is a sizeable but fair award—albeit less than half of the $545,008.50 sum 12 that Dr. Gonzalez requested—in a case that culminated in a jury trial in which Dr. Gonzalez 13 recovered about $33,000 before costs, fees, and interest on her contract claims and defeated 14 all of USHRN’s contract-based counterclaims. 15 IV. Other Defendants’ Motion For Attorneys’ Fees 16 A. The Parties’ Arguments 17 The Other Defendants assert that they “are eligible for an award of attorneys’ fees 18 under A.R.S. § 12-341.01 because [they] prevailed on all of Plaintiff’s claims, including 19 claims arising out of contract.” (Doc. 205 at 2.) They argue the Warner factors weigh in 20 their favor, including because they told Dr. Gonzalez they were not subject to personal 21 jurisdiction in Arizona but she persisted in forcing them to incur the cost of filing the 22 motions to dismiss. (Id. at 5-7.) The Other Defendants also argue that their requested 23 award of $12,460 is reasonable. (Id. at 1-2.) 24 In response, Dr. Gonzalez concedes that her claims against the Other Defendants 25 arose from a contract and that they were the successful parties in relation to those claims 26 but argues that the Court should still exercise its discretion to decline to award fees because 27 she “would suffer extreme financial hardship if Defendants’ application is granted.” (Doc. 28 212 at 2-3.) Dr. Gonzalez further argues that even though the Other Defendants avoided

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1 personal liability, it was still “their conduct . . . that resulted in USHRN’s liability.” (Id. at 2 5.) Additionally, Dr. Gonzalez argues that because USHRN’s insurer, not the Other 3 Defendants, paid their attorneys’ fees, a fee award would result in a “windfall” to them. 4 (Id. at 5-6.) Finally, and at a minimum, Dr. Gonzalez argues that any award “should be via 5 a reduction in Dr. Gonzalez’s requested award of reasonable attorney fees.” (Id. at 2.) 6 In reply, the Other Defendants argue that (1) “the Warner factors support this Court 7 using its discretion to award such fees”; (2) “Plaintiff has the financial means to pay such 8 an award because Plaintiff was awarded a judgment of $33,622.17 and Plaintiff seeks an 9 additional $12,693.53 in prejudgment interest in this same litigation”; (3) “Plaintiff’s 10 actions,” such as that “she hired and agreed to pay Plaintiff’s counsel on an hourly basis to 11 prosecute this case with hourly rates of $450 and $290,” are inconsistent with “the extreme 12 financial hardship” she asserts; and (4) “there is no legal support for Plaintiff’s arguments 13 of a windfall nor payment via a speculative reduction.” (Doc. 218 at 1-2, citations and 14 emphasis omitted.) 15 B. Analysis 16 As an initial matter, and as Dr. Gonzalez concedes, the Other Defendants are eligible 17 to recover their fees under § 12-341.01(A) because they were the successful parties in a 18 contested action arising out of contract. The Court also agrees with the Other Defendants 19 that the Warner factors tip in favor of awarding fees. Dr. Gonzalez appears to dispute only 20 the second factor (whether the litigation could have been avoided) and the third factor 21 (whether the unsuccessful party would face extreme hardship from a fee award), but neither 22 factor supports Dr. Gonzalez’s position. Dr. Gonzalez could have avoided her litigation 23 against the Other Defendants simply by not suing them and only suing USHRN. 24 Meanwhile, although Dr. Gonzalez’s financial circumstances are sympathetic, she makes 25 no effort to reconcile her claims of poverty with the fact that she is receiving a large 26 financial award in this case from USHRN that far exceeds the Other Defendants’ fee 27 request. 28 Nor is there any merit to Dr. Gonzalez’s argument that awarding fees to the Other

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1 Defendants would result in a windfall because the insurance company paid their fees. The 2 Other Defendants make clear that any fee award will ultimately be provided to the 3 insurance company, not retained by them. (Doc. 218 at 5-6.) In any event, an insurance 4 company’s payment of the requested fees does not affect the applicability of A.R.S. § 12- 5 341.01. See, e.g., Orfaly v. Tucson Symphony Soc., 99 P.3d 1030, 1037 (Ariz. Ct. App. 6 2004) (“[T]hat some portions of appellees’ attorney fee expense was covered by insurance 7 does not preclude the fee awards to appellees or otherwise establish any abuse of discretion 8 in those awards.”); Wilcox v. Waldman, 744 P.2d 444, 450 (Ariz. Ct. App. 1987) (“[T]he 9 fact that fees may ultimately be borne by third parties pursuant to an insurance or indemnity 10 agreement does not prevent the successful party from meeting the requirements of A.R.S. 11 § 12–341.01(B), entitling him to an award of attorney’s fees against the unsuccessful party 12 to the litigation.”).6 13 Finally, there is no merit to Dr. Gonzalez’s argument that, in lieu of entering a fee 14 award in the Other Defendants’ favor, the Court should instead reduce the fee award being 15 entered in her favor (and against USHRN) by a corresponding amount. The Other 16 Defendants are distinct from USHRN and are entitled to separate treatment. 17 V. Sanctions Motion 18 A. Legal Standard 19 Under 28 U.S.C. § 1927, “[a]ny attorney or other person admitted to conduct cases 20 in any court of the United States . . . who so multiplies the proceedings in any case 21 unreasonably and vexatiously may be required by the court to satisfy personally the excess 22 costs, expenses, and attorneys’ fees reasonably incurred because of such conduct.” The 23 “use of the word ‘may’ [in § 1927]—rather than ‘shall’ or ‘must’—confers substantial 24 leeway on the district court when imposing sanctions.” Haynes v. City & Cnty. of San 25 Francisco, 688 F.3d 984, 987 (9th Cir. 2012). 26 The Ninth Circuit’s cases are “less than a model of clarity” as to the applicable 27 6 Dr. Gonzalez also makes no effort to reconcile her position on this issue with the 28 fact that she is seeking to recover over $500,000 in attorneys’ fees from USHRN despite never actually paying those fees.

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1 liability standard under § 1927. B.K.B. v. Maui Police Dep’t, 276 F.3d 1091, 1107 (9th 2 Cir. 2002), as amended (Feb. 20, 2002). One held that “section 1927 sanctions must be 3 supported by a finding of subjective bad faith,” which “is present when an attorney 4 knowingly or recklessly raises a frivolous argument, or argues a meritorious claim for the 5 purpose of harassing an opponent.” In re Keegan Mgmt. Co., Sec. Lit., 78 F.3d 431, 436 6 (9th Cir. 1996) (citations and internal quotation marks omitted). Another concluded that 7 “recklessness suffices for § 1927,” whereas “bad faith is required for sanctions under the 8 court’s inherent power.” Fink v. Gomez, 239 F.3d 989, 993 (9th Cir. 2001). And another 9 held that knowing about a rule and the applicable law and “recklessness in the face of such 10 undeniable knowledge” would be “sufficient to justify the imposition of § 1927 sanctions.” 11 Maui Police, 276 F.3d at 1106-07. In Maui Police, the Ninth Circuit added that because 12 counsel’s argument was “frivolous inasmuch as it lacked credibility on its face,” § 1927 13 sanctions were justified “even under the Keegan standard.” Id. at 1107 n.8. 14 B. The Parties’ Arguments 15 Dr. Gonzalez argues: “USHRN’s Counsel acted recklessly and in bad faith in 16 pursuing USHRN’s counterclaims.” (Doc. 207 at 9.) More specifically, Dr. Gonzalez 17 contends that “USHRN’s Counsel explicitly pled that the parties had ‘ratified’ the 18 continuation of the expired contractor agreement in May 2020,” despite never citing legal 19 authority to support that proposition. (Id. at 9-10.) Dr. Gonzalez also contends that 20 USHRN’s counsel might have found a stronger legal basis to support this position if 21 counsel had done more research. (Id. at 10.) Dr. Gonzalez concludes that this failure to 22 research the issue more thoroughly can only mean that USHRN’s counsel pursued this 23 claim “to smear Dr. Gonzalez, harass her, and potentially impede her ability to find a job 24 and force her to settle at a discount.” (Id. at 10-11.) Dr. Gonzalez argues that “[b]ecause 25 USHRN’s Counsel asserted the counterclaims recklessly, without concern as to their merits 26 and solely to harass Dr. Gonzalez, USHRN’s Counsel are subject to sanctions.” (Id.) Dr. 27 Gonzalez then argues that she “should be awarded . . . $317,910.00 in reasonable attorneys’ 28 fees . . . that resulted from USHRN’s counsel’s pursuit of baseless claims/defenses.” (Id.

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1 at 13.) 2 USHRN responds that Dr. Gonzalez’s sanctions motion should be denied because 3 “USHRN’s counterclaims were filed only after Plaintiff filed suit against USHRN seeking 4 approximately $1 million in damages”; “USHRN’s counterclaims survived Plaintiff’s Rule 5 12(b)(6) and Rule 56 motions”; “[t]here is no controlling Arizona case precluding 6 USHRN’s counterclaims and there is Arizona authority recognizing ratification by 7 continued performance”; “[t]here was no finding by any court or government agency that 8 USHRN acted ‘illegally’ when it continued paying Plaintiff as a 1099 contractor following 9 Plaintiff’s continued rejection of USHRN’s employment offers”; “USHRN and its counsel 10 had a good faith basis to pursue its counterclaims, including relying on the testimony of 11 USHRN witnesses, the testimony and conduct of Plaintiff, and various documentation 12 disclosed in the case”; “Plaintiff fails to cite any case where any Court (including this 13 Court) has awarded sanctions under 28 U.S.C. § 1927 under facts remotely comparable to 14 USHRN’s counterclaims”; and “Plaintiff never put USHRN on notice of her intent to seek 15 28 U.S.C. § 1927 sanctions at any time prior to the jury’s verdict at trial, including failing 16 to assert this 28 U.S.C. § 1927 claim in her Answer, MIDP responses, or in the Joint Pretrial 17 Order.” (Doc. 214 at 2-3.) 18 In reply, Dr. Gonzalez reiterates that there are two independent bases for awarding 19 sanctions: (1) “USHRN’s Counsel pursued the counterclaims to publicly smear and harass 20 Dr. Gonzalez”; and (2) “USHRN’s Counsel were aware, since no later than September 21 2020, of USHRN’s pro bono counsel’s advice and opinion that the independent contractor 22 agreement was illegal, but still pursued enforcement of that agreement via the 23 counterclaims despite that illegality rendering any argument for its enforcement frivolous.” 24 (Doc. 220 at 1-2.) Dr. Gonzalez further clarifies that “the first basis encompasses the 25 second, which is merely additional evidence demonstrating that USHRN’s Counsel did not 26 care about the outcome, they just wanted to harass Dr. Gonzalez.” (Id. at 2.) Dr. Gonzalez 27 contends that USHRN’s counsel failed to respond to either of these arguments and instead 28 attempted to distract the Court with other arguments. (Id. at 2-3.) Dr. Gonzalez also argues

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1 that the Court should not treat USHRN’s counterclaims as meritorious just because they 2 survived summary judgment, as the dispositive motion briefing “did not address USHRN’s 3 Counsel’s motives for pursuing the counterclaims” and “at that time, Dr. Gonzalez was 4 unaware of Ms. Johnson-Blanco’s future trial testimony, which could have changed the 5 outcome at summary judgment.” (Id. at 6.) Dr. Gonzalez further argues that other courts 6 have awarded sanctions for a party continuing to pursue a frivolous claim. (Id. at 6-7.) 7 Finally, Dr. Gonzalez argues that her fee request is reasonable and that sanctions are 8 warranted even though she did not until recently disclose an intention to pursue them 9 because “this briefing” has “provided USHRN’s counsel due process.” (Id. at 11.) 10 C. Analysis 11 Dr. Gonzalez’s sanctions request is denied. As an initial matter, it is unclear whether 12 § 1927 sanctions are even available here. Section 1927 applies to an attorney or party who 13 “multiplies the proceedings . . . unreasonably and vexatiously.” Section 1927 does not 14 apply to initial pleadings, including counterclaims asserted in an initial answer. Glasser v. 15 Blixseth, 649 F. App’x. 506, 506-07 (9th Cir. 2016) (“The district court abused its 16 discretion by ordering sanctions against Conant under 28 U.S.C. § 1927 because that 17 section does not allow for the imposition of sanctions based on initial pleadings, such as a 18 counterclaim.”). All of the counterclaims Dr. Gonzalez views as vexatious and 19 unreasonable were included as counterclaims in USHRN’s initial pleading (Doc. 12), 20 although USHRN provided additional factual allegations to support some of them in its 21 first amended answer (Doc. 58). 22 But even if § 1927 sanctions might be theoretically available based on USHRN’s 23 counsel’s subsequent failure to withdraw the counterclaims, the sanctions request fails on 24 the merits. Sanctions under § 1927 are an “extraordinary remedy . . . to be exercised with 25 extreme caution.” Keegan, 78 F.3d at 437. See also Lahiri v. Universal Music & Video 26 Distribution Corp., 606 F.3d 1216, 1223 (9th Cir. 2010) (“The district court’s authority to 27 sanction attorneys under § 1927 . . . must be exercised with restraint and discretion.”). At 28 trial, Johnson-Blanco testified that “based on those conversations, we realized that we

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1 needed to focus on the offer letter and not continue with the independent contractor 2 agreement.” (Doc. 201 at 19.) Dr. Gonzalez argues that the only possible inference to 3 draw from this testimony is that USHRN’s counsel knew that treating her as an independent 4 contractor was legally indefensible, but nonetheless pursued counterclaims based on 5 alleged ratification of the independent contractor agreement. (Doc. 207 at 11-12.) But this 6 is hardly the only possible inference. For example, perhaps the pro bono counsel simply 7 advised USHRN that continuing with the independent contractor agreement was legally 8 risky, even though a court might ultimately rule it was legal. In the Court’s estimation, 9 USHRN’s counsel pursued USHRN’s counterclaims because they believed in good faith 10 that USHRN had a colorable argument that the parties had ratified the independent 11 contractor agreements. Indeed, the summary judgment order concluded this was a 12 colorable argument that a reasonable factfinder could accept. (Doc. 128 at 43-45.) 13 Ultimately, the parties stipulated that the Court would be the factfinder on the 14 ratification issue and the Court rejected USHRN’s argument, in part based on Johnson- 15 Blanco’s testimony. (Doc. 208 at 36-44.) But this outcome does not demonstrate that 16 USHRN’s counsel acted vexatiously by pursuing the counterclaim. Cf. Pacesetter 17 Consulting LLC v. Kapreilian, 2021 WL 4820485, *8 (D. Ariz. 2021) (“[D]oubts remain 18 about what Pacesetter’s counsel ‘knew or should have known’ when they agreed to appear 19 in this action. And given the presence of such doubts, the Court chooses, in its discretion, 20 to deny Bassetti’s fee request under § 1927. Admittedly, this is not a fully satisfying 21 outcome. Bassetti was forced to expend more than a half-million dollars in defense of 22 claims and motions that were often perplexing and undeveloped. . . . Here, considerations 23 of restraint compel the resolution of close calls and doubts in favor of Pacesetter’s counsel 24 and against the imposition of sanctions.”). 25 … 26 … 27 … 28 …

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1 Accordingly, 2 IT IS ORDERED that: 3 1. Dr. Gonzalez’s motion to vacate, alter, or amend the judgment (Doc. 204) is 4 denied. 5 2. USHRN’s motion for judgment as a matter of law and/or Rule 59(e) motion 6 to alter or amend the judgment (Doc. 213) is denied. 7 3. Dr. Gonzalez’s motion for attorneys’ fees (Doc. 206) is granted in part and 8 denied in part. USHRN is ordered to pay Dr. Gonzalez $234,881.00 in attorneys’ fees. 9 4. Dr. Gonzalez’s motion for prejudgment interest (Doc. 211) is granted. Dr. 10 Gonzalez is awarded prejudgment interest in the amount of $12,693.53. The Clerk shall 11 enter an amended judgment reflecting this addition. 12 5. The Other Defendants’ motion for attorneys’ fees (Doc. 205) is granted. Dr. 13 Gonzalez is ordered to pay the Other Defendants $12,460 in attorneys’ fees. 14 6. Dr. Gonzalez’s motion for sanctions (Doc. 207) is denied. 15 Dated this 12th day of January, 2024. 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 APPENDIX 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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HOURS RATE FINAL CHARGE WITH 50% REDUCTIONS ENTRY (Partial WHETHER TIMEKEEPER DATE (Adjustments FEE DESCRIPTION OF SERVICE OBJECTIONS RULING HOURS * ADJUSTED RAFOR INTERTWINED CLAIMS WHERE NO. Adjustments in INTERTWINED in Red) APPLICABLE Red) 1 Francis, Carrie M 11/25/2019 0.5 300.00 $ 225.00 Correspondence with Dr. Gonzalez Intertwined Overruled $ 150.00 $75.00 re termination (.2); draft correspendence to USHRN regarding servance negotiations Unrelated to Contract Claims and/or intertwined with (0.3) non-contract claims (.5) 2 Francis, Carrie M 12/2/2019 0.4 300.00 $ 180.00 Correspondence with Dr. Gonzalez Intertwined Overruled $ 120.00 $60.00 re pay issues (.2); work with Dr. Unrelated to Contract Claims and/or intertwined with Gonzalez on wage claim filing (.2) non-contract claims (.4)

3 Francis, Carrie M 12/4/2019 0.4 300.00 $ 186.00 Correspondence with Marcia Intertwined Overruled $120.00 $60.00 Johnson regarding unpaid wage claim (.4); correspondence with Dr. Gonzalez regarding unpaid wage Unrelated to Contract Claims and/or intertwined with claim (.2). non-contract claims (.4) 4 Review correspondence from Intertwined Overruled $ 30.00 $15.00 Marcia Johnson; correspondence with Dr. Gonzalez regarding Marcia Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 12/11/2019 0.1 300.00 $ 46.50 Johnson response non-contract claims 5 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 12/12/2019 0.2 300.00 $ 93.00 regarding Marcia Johnson response non-contract claims 6 Correspondence with Marcia Intertwined Overruled $ 120.00 $60 Johnson regarding status of wage Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 12/13/2019 0.40 300.00 $ 186.00 payments. non-contract claims 7 Review correspondence from Intertwined Overruled $ 30.00 $15 Marcia Johnson regarding wage Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 12/16/2019 0.10 300.00 $ 46.50 payment. non-contract claims 8 Further correspondence with Intertwined Overruled $ 60.00 $30 Marcia Johnson regarding wage Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 12/17/2019 0.20 300.00 $ 93.00 payment. non-contract claims 9 Correspondence with Dr. Gonzalez Intertwined Overruled $ 120.00 $60 regarding business expenses (.2); correspondence with Marcia Johnson regarding unpaid business Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 12/18/2019 0.40 300.00 $ 186.00 expense reimbursements due (.2) non-contract claims 10 Review correspondence from Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 30.00 $15.00 Francis, Carrie M 12/19/2019 0.10 300.00 $ 46.50 S.Leonhardt regarding dispute. non-contract claims 11 Correspondence with S.Leonhardt Intertwined Overruled $90.00 $45.00 regarding reimbursement expense Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 12/31/2019 0.30 300.00 $ 139.50 payment. non-contract claims 12 Draft response to S.Leonhardt re Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $180.00 $90.00 Francis, Carrie M 1/13/2020 0.60 300.00 $ 279.00 pay dispute issues non-contract claims 13 Correspondence with S.Leonhardt Intertwined Overruled $ 60.00 $30.00 regarding status of settlement negotiations (.1); correspondence with Dr. Gonzalez regarding status Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 1/30/2020 0.20 300.00 $ 93.00 of settlement negotiations (.1) non-contract claims 14 Review USHRN settlement counter Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 2/3/2020 0.30 300.00 $ 139.50 position. non-contract claims 15 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 2/4/2020 0.30 300.00 $ 139.50 regarding settlement negotiations non-contract claims 16 Begin to draft response to USHRN Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 2/11/2020 0.30 300.00 $ 139.50 regarding settlement counter non-contract claims 17 Finalize correspondence to USHRN Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 240.00 $120.00 Francis, Carrie M 2/13/2020 0.80 300.00 $ 372.00 regarding settlement counter non-contract claims 18 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 30.00 $15.00 Francis, Carrie M 2/14/2020 0.10 300.00 $ 46.50 regarding unpaid wage claim non-contract claims 19 Correspondence with Dr. Gonzalez Intertwined Overruled $ 30.00 $15.00 regarding reimbursement/PTO Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 2/21/2020 0.10 300.00 $ 46.50 payment non-contract claims 20 Correspondence with Dr. Gonzalez Intertwined Overruled $ 60.00 $30.00 regarding status of payment for Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 3/9/2020 0.20 300.00 $ 93.00 vacation/expenses and litigation. non-contract claims 21 Work with T.Lauxman on complaint IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 3/10/2020 0.30 300.00 $ 139.50 draft factual background. with non-contract claims 22 Research statutes specifically Related to Individual Defendants (4); Unrelated to Intertwined (2.5) Sustained (1.5); Overruled (2.5) $530.00 $265.00 violated by Defendant (1.5); draft Contract Claims and/or intertwined with non-contract Lauxman, Timothy 3/13/2020 2.50 212.00 $ 1,160.00 complaint (2.5). claims (4) 23 Revise draft complaint (.1); Related to Individual Defendants (.2); Unrelated to Intertwined Overruled $ 60.00 $30.00 correspondence with Dr. Gonzalez Contract Claims and/or intertwined with non-contract Francis, Carrie M 3/16/2020 0.20 300.00 $ 93.00 regarding complaint (.1) claims (.2) 24 Finalize summons, certificate of Clerical; Related to Individual Defendants; Unrelated to Intertwined Overruled $ 84.80 $42.40 mandatory arbitration, and civil Contract Claims and/or intertwined with non-contract Lauxman, Timothy 3/18/2020 0.40 212.00 $ 116.00 cover sheet. claims 25 Work on revisions to draft Related to Individual Defendants (.3); Clerical (.1); Intertwined Overruled $60.00 $30.00 complaint (.2); finalize same for Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 3/18/2020 0.20 300.00 $ 93.00 filing and summons service (.1) non-contract claims (.3) 26 Correspondence with S.Leonhardt Related to Individual Defendants; Unrelated to Contract Intertwined Overruled $ 30.00 $15.00 Francis, Carrie M 3/20/2020 0.10 300.00 $ 46.50 regarding service acceptance. Claims and/or intertwined with non-contract claims 27 Correspondence with S.Leonhardt Related to Individual Defendants; Unrelated to Contract Intertwined Overruled $ 30.00 $15.00 Francis, Carrie M 3/30/2020 0.10 300.00 $ 46.50 regarding service status Claims and/or intertwined with non-contract claims 28 Draft waiver of service notice form Intertwined Overruled $ 150.00 $75.00 and acceptance form (.3); correspondence with S.Leonhardt Related to Individual Defendants (.5); Clerical (.3); regarding waiver of service notice Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 3/31/2020 0.50 300.00 $ 232.50 form and acceptance form (.2) non-contract claims (.5) 29 Correspondence with S.Leonhardt Intertwined Overruled (.1); Sustained (.3) $ 30.00 $15.00 regarding waiver of service issues and answer deadline (.1); file Related to Individual Defendants (.1); Clerical (.3); notice for USHRN waiver of service Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 4/3/2020 0.10 300.00 $ 186.00 (0.3) non-contract claims (.4) 30 Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 120.00 $60.00 Francis, Carrie M 4/20/2020 0.40 300.00 $ 186.00 Review and analyze removal filing. non-contract claims (.4) 31 Review MIDP Order for guidance Intertwined Overruled $ 42.40 $21.20 on when our disclosure deadline is, in light of our agreement with USHRN that its answer was not due Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 4/21/2020 0.20 212.00 $ 58.00 until June 1. non-contract claims (.2)

32 Review preliminary order on Intertwined Overruled $ 60.00 $30.00 scheduling issues (.2); correspondence with Plaintiff's counsel regarding conferral regarding complaint amendment Related to Individual Defendants (.1 on Complaint (.1); update Dr. Gonzalez regarding amendment); Unrelated to Contract Claims and/or Francis, Carrie M 4/23/2020 0.20 300.00 $ 93.00 case status (.1) intertwined with non-contract claims (.4) 33 Telephone conference with Intertwined Overruled $ 210.00 $105.00 S.Leonhardt regarding complaint amendment and insurance coverage (.3); update Dr. Gonzalez Related to Individual Defendants (.3); Unrelated to regarding conversation with Contract Claims and/or intertwined with non-contract Francis, Carrie M 4/24/2020 0.70 300.00 $ 325.50 S.Leonhardt (.4) claims (.7) 34 Office conference with T.Lauxman Intertwined Overruled $ 30.00 $15.00 regarding draft amendments to IC; Unrelated to Contract Claims and/or intertwined Francis, Carrie M 4/27/2020 0.10 300.00 $ 46.50 complaint. with non-contract claims 35 Office conference with T.Lauxman Intertwined Overruled $ 120.00 $60.00 regarding complaint revisions; correspondence with S.Leonhardt Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 54 of 91

regarding disclosure of insurance policy (.2); correspondence with S.Leonhardt regarding disclosure of IC (.2); Unrelated to Contract Claims and/or intertwined Francis, Carrie M 4/28/2020 0.40 300.00 $ 186.00 insurance policy (.2) with non-contract claims (.4) 36 Work on revisions to complaint per Intertwined Overruled $ 600.00 $300.00 USHRN request (1); analyze and Related to Individual Defendants (2); Unrelated to conduct research necessary to Contract Claims and/or intertwined with non-contract Francis, Carrie M 4/29/2020 2.00 300.00 $ 930.00 same (1). claims (2) 37 Correspondence with S.Leonhardt Intertwined Overruled $ 30.00 $15.00 regarding insurance policy Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 5/5/2020 0.10 300.00 $ 46.50 production. non-contract claims 38 Review insurance policy for Intertwined Overruled $ 593.60 $296.80 exclusions, and analyze how exclusions might apply to claims (2.3); correspondence with C. Francis explaining potential roadblocks to revising the Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 5/6/2020 2.80 212.00 $ 812.00 complaint (.5). non-contract claims

39 Review and analyze insurance Intertwined Overruled $ 750.00 $375.00 policy for preparation of amending the complaint (2.3); correspondence with S.Leonhardt IC (.5); Duplicative (2.3 -entry 40); Unrelated to regarding amended complaint filing Claims and/or intertwined with non-contract claims Francis, Carrie M 5/6/2020 2.50 300.00 $ 1,162.50 (0.2) (2.5) 40 Call with C. Francis discussing Intertwined Overruled $ 636.00 $318.00 revising the complaint (.8); revise the complaint, including shifting emphasis to USHRN's misclassification of Dr. Gonzalez and its failure to withhold and pay IC (.8); Related to Individual Defendants (3); Unrelated employer portions of her income to Contract Claims and/or intertwined with non- Lauxman, Timothy 5/7/2020 3.00 212.00 $ 870.00 tax (2.2). contract claims (3)

41 IC; Reltaed to Individual Defendants; Unrelated to Intertwined Overruled $ 240.00 $120.00 Further work with T.Lauxman on Contract Claims and/or intertwined with non-contract Francis, Carrie M 5/7/2020 0.80 300.00 $ 372.00 revised complaint. claims; Vague and ambiguous 42 Revise first amended complaint Intertwined Overruled (1.4); Sustained (.4) $ 296.80 $148.40 (.5); draft notice of filing first amended complaint as well as create redline exhibit comparing the original and first amended complaint (.7); call with S.Leonhardt discussing consent to file the first amended complaint (.2); aid N. Schijvijnck to file the Clerical (.4 + .7); Related to Individual Defendants first amended complaint and Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 5/8/2020 1.40 212.00 $ 522.00 notice of filing (.4). non-contract claims (1.8)

43 Continue to work on amended Intertwined Overruled $ 1,080.00 $540.00 complaint filing with T.Lauxman and finalize same (3); Revise draft notice and redline for same (.4); correspondence with S.Leonhard IC (.3); Clerical (.4); Related to Individual Defendants regarding consent to filing (3.6); Unrelated to Contract Claims and/or intertwined Francis, Carrie M 5/8/2020 3.60 300.00 $ 1,674.00 amended complaint (.2). with non-contract claims (3.6) 44 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 5/12/2020 0.30 300.00 $ 139.50 regarding amended complaint. non-contract claims 45 212.00 Review the MIDP order and Rule Duplicative (entry 32); Unrelated to Contract Claims Intertwined Overruled $ 42.40 $21.20 81 regarding date of initial disclosures. and/or intertwined with non-contract claims Lauxman, Timothy 5/22/2020 0.20 $ 58.00 46 Review counterclaim and potential Overruled $ 240.00 $240.00 Francis, Carrie M 5/27/2020 0.80 300.00 $ 372.00 IC; CC defenses to same with T.Lauxman 47 212.00 Review USHRN's answer and Overruled $ 1441.60 $1,441.60 counterclaims (1); discuss potential defenses and grounds to dismiss counterclaims with C. Francis (.8); research law surrounding the enforceability of indemnity provisions that protect insureds from their own illegal conduct or willful wrongdoing (2.9); draft answer and affirmative defenses to counterclaims (2.1). Lauxman, Timothy 6/1/2020 6.80 $ 1,972.00 IC (.8); CC (6.8) 48 Correspondence with Dr. Gonzalez Overruled $ 480.00 $480.00 regarding USHRN answer and counterclaim (.5); develop strategy for 300.00 motion to dismiss indemnification and counterclaim Francis, Carrie M 6/1/2020 1.60 $ 744.00 (1.1). CC (1.6) 49 212.00 Review correspondence from Dr. Overruled $ 106.00 $106.00 Lauxman, Timothy 6/2/2020 0.50 $ 145.00 Duplicative (already billed for above - entry 49); CC Gonzalez regarding counterclaims. 50 Further work on counterclaim Overruled $ 270.00 $270.00 defense (.5); multiple correspondence 300.00 with Dr. Gonzalez regarding counterclaim (.4). Francis, Carrie M 6/2/2020 0.90 $ 418.50 CC 51 212.00 Revise answer to counterclaim Overruled $ 1378.00 $1,378.00 based on Dr. Gonzalez's statement (1.5); research whether counterclaims, including the indemnification counterclaim, is subject to dismissal for lack of jurisdiction (4.3); draft body of an email to S.Leonhardt requesting dismissal of counterclaims, including explanation of legal bases for dismissal (.7).

Lauxman, Timothy 6/3/2020 6.50 $ 1,885.00 CC (6.5) 52 Prepare for and telephone conference Overruled $ 240.00 $240.00 with Dr. Gonzalez regarding counterclaim defense (.5); office 300.00 conference with T.Lauxman regarding motion to Francis, Carrie M 6/3/2020 0.80 $ 372.00 dismiss conferral (.3). CC (.5); IC (.3); Related to Individual Defendants (.3) 53 Analyze USHRN insurance coverage Related to Individual Defendants (.1); Unrelated to Intertwined Overruled $ 360.00 $180.00 issues (1.1); correspondence with Contract Claims and/or intertwined with non-contract 300.00 S.Leonhardt regarding motion to claims (1.2) dismiss conferral (.1). Francis, Carrie M 6/4/2020 1.20 $ 558.00 54 Further correspondence with Dr. Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 60.00 $30.00 300.00 Gonzalez regarding USHRN insurance non-contract claims Francis, Carrie M 6/5/2020 0.20 $ 93.00 issues. 55 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 30.00 $15.00 Francis, Carrie M 6/8/2020 0.10 300.00 $ 46.50 regarding USHRN insurance. non-contract claims Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 55 of 91

56 212.00 Began drafting motion to dismiss Overruled $ 1081.20 $1,081.20 USHRN's counterclaim, including the introduction, the facts section, and Rule 12(b)(6) law (1.8); research Ninth Circuit caselaw on Rule 12(b)(6) in general (1.1); research elements of contractual indemnity claims (2.2). Lauxman, Timothy 6/9/2020 5.10 $ 1,479.00 CC 57 Correspondence with S. Leonhardt Overruled $ 180.00 $180.00 regarding USHRN indemnity counterclaim (.2); office conference 300.00 with T.Lauxman regarding draft arguments for Francis, Carrie M 6/9/2020 0.60 $ 279.00 motion to dismiss same (.4). CC; IC (.4) 58 212.00 Draft motion to dismiss, including Overruled $ 1823.20 $1,823.20 law related Rule 12(b)(6), Iqbal and Ninth Circuit caselaw relating to plausibility and notice pleading (2.5); draft argument that indemnity counterclaim fails to provide sufficient detail to state a claim (1.2); research caselaw relating to Arizona's public policy against indemnifying an insured for the insured's willful wrongdoing and draft motion arguing that underlying suits against USHRN fall involved USHRN's willful wrongdoing based on allegations of intentional discrimination (2.6); research law relating to 28 USC section 1367 supplemental jurisdiction, Gibbs, common nucleus of fact, Ninth Circuit caselaw on res judicata and compulsory counterclaims (2.3).

Lauxman, Timothy 6/10/2020 8.60 $ 2,494.00 CC 59 212.00 Draft the motion to dismiss, including Overruled $ 1081.20 $1,081.20 the analysis of whether the court had subject matter jurisdiction under either of 28 USC sections 1331, 1332, and 1367 (2.7); research caselaw relating to compulsory counterclaims, aggregation of counterclaims with claims to reach jurisdictional amounts (1.9); revise answer to counterclaims (.2); draft certificate of conferral to accompany the motion to dismiss(.3).

Lauxman, Timothy 6/11/2020 5.10 $ 1,479.00 CC; Clerical (.3) 60 Work on reply to counterclaim and Overruled $ 390.00 $390.00 Francis, Carrie M 6/11/2020 1.30 300.00 $ 604.50 CC draft motion to dismiss. 61 212.00 Review rules and Court's Intertwined Overruled $ 318.00 $159.00 preliminary order relating to proposed orders and certificate of conferral Clerical (1.5); Unrelated to Contract Claims and/or requirements(1.1); aided intertwined with non-contract claims N. Schijvijnck to prepare motion to dismiss and answer for filing (.4). Lauxman, Timothy 6/12/2020 1.50 $ 435.00 62 212.00 Review documents provided by Dr. Intertwined Overruled $ 487.60 $243.80 Gonzalez, and prepare a list of documents we would like from Dr. Block-billing; Unrelated to Contract Claims and/or Gonzalez to search for and provide if intertwined with non-contract claims possible; begin drafting initial MIDP Lauxman, Timothy 6/15/2020 2.30 $ 667.00 response. 63 Work on MIDP disclosure (1.1); Intertwined Overruled $ 390.00 $195.00 correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with 300.00 regarding same and scheduling hearing non-contract claims (1.3) Francis, Carrie M 6/15/2020 1.30 $ 604.50 order (.2). 64 212.00 Draft portion of initial MIDP response Intertwined Overruled $ 148.40 $74.20 regarding information that named Unrelated to Contract Claims and/or intertwined with potential witnesses non-contract claims could testify about. Lauxman, Timothy 6/16/2020 0.70 $ 203.00 65 212.00 Draft initial MIDP response, Intertwined Overruled $ 530.00 $265.00 including expected testimony of individual defendants, and factual bases Unrelated to Contract Claims and/or intertwined with and legal theories supporting Dr. non-contract claims Gonzalez's claims and defenses against Lauxman, Timothy 6/17/2020 2.50 $ 725.00 counterclaims. 66 212.00 Draft factual bases for each of Dr. Intertwined Overruled $ 1356.80 $678.40 Gonzalez's four claims and her defenses to USHRN's four counterclaims (2.2); draft legal theories that support each claim and defenses, including the legal theory for Dr. Gonzalez's status as an employee (3.1); calculate current amount of damages at issue in Dr. Gonzalez's claims (1.1). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 6/18/2020 6.40 $ 1,856.00 non-contract claims (6.4) 67 212.00 Correspondence with Dr. Gonzalez Intertwined Overruled $ 275.60 $137.80 regarding document production (.4); Unrelated to Contract Claims and/or intertwined with review documents to determine whether non-contract claims (1.3) they should be disclosed (.9). Lauxman, Timothy 6/19/2020 1.30 $ 377.00 68 Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 6/19/2020 0.30 300.00 $ 139.50 Further revise draft disclosures. non-contract claims; Vague and ambiguous 69 212.00 Review documents provided to Intertwined Overruled (3.4); Sustained (.2) $ 720.80 $360.40 determine which documents to disclose in the initial disclosure response (1.9); work with V. Peterson and N. Schijvijnck to prepare disclosure (.7); revise the initial disclosure response (.8); email disclosure to S.Leonhardt (.2). Clerical (.7 + .2); Unrelated to Contract Claims and/or Lauxman, Timothy 6/22/2020 3.40 $ 1,044.00 intertwined with non-contract claims (3.6) 70 Work on MIDP disclosure and Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 150.00 $75.00 Francis, Carrie M 6/22/2020 0.50 300.00 $ 232.50 finalize same. non-contract claims; Vague and ambiguous 71 Prepare and verify initial disclosure Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 110.00 $55.00 Petersen, Vic 6/22/2020 1.10 100.00 $ 269.50 set. intertwined with non-contract claims 72 212.00 Review MIDP order (.5); prepare an Intertwined Overruled $ 212.00 $106.00 email demanding that S.Leonhardt comply with the MIDP order and IC (.2); Unrelated to Contract Claims and/or intertwined provide USHRN's initial response (.3); with non-contract claims (1) correspondence with C.Francis Lauxman, Timothy 6/23/2020 1.00 $ 290.00 regarding USHRNH's MIDP (.2). 73 Office conference with T. Lauxman IC (.2); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 6/23/2020 0.20 300.00 $ 93.00 regarding USHRN MIDP. with non-contract claims 74 212.00 Review USHRN's response to our Overruled $ 63.60 $63.60 Lauxman, Timothy 6/26/2020 0.30 $ 87.00 CC; Duplicative (entry 78 below) motion to dismiss. Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 56 of 91

75 212.00 Emails to Dr. Gonzalez and C. Overruled $ 63.60 $63.60 Francis discussing USHRN's response Lauxman, Timothy 6/29/2020 0.30 $ 87.00 to our motion to dismiss IC; CC 76 Review MIDP disclosures by Duplicative (entry 83 below); Unrelated to Contract Intertwined Overruled $ 390.00 $195.00 300.00 USHRN and analyze same for Claims and/or intertwined with non-contract claims; Francis, Carrie M 6/29/2020 1.30 $ 604.50 deficiencies. Vague and ambiguous 77 Lauxman, Timothy 212.00 Review and analyze the arguments Overruled $ 1081.20 $1,081.20 in USHRN's response to Dr. Gonzalez's motion to partially dismiss (.8); begin drafting reply to the response (.5); research Georgia contract law, motions to seal, consideration of materials outside the complaint when determining a 6/30/2020 5.10 $ 1,479.00 Rule 12(b)(6) motion (3.8). CC 78 Lauxman, Timothy 212.00 Draft the reply in support of Dr. Overruled $ 1568.80 $1,568.80 Gonzalez's motion to dismiss, including arguments rebutting USHRN's response and focusing the issue for each basis for dismissal, USHRN's ability to rely on information and exhibits outside the Counterclaims, and USHRN's mischaracterization of the facts of this case and the facts in cases cited in the parties' briefing (6.1); research caselaw related to Dr. Gonzalez's reply (1.3). 7/1/2020 7.40 $ 2,146.00 CC 79 Francis, Carrie M Office conference with T.Lauxman Intertwined (.2) Overruled $ 240.00 $210.00 regarding USHRN MIDP disclosure IC (.2); CC (.6); Unrelated to Contract Claims and/or 300.00 deficiencies (.2); work on draft reply to intertwined with non-contract claims (.2) motion to dismiss 7/1/2020 0.80 $ 372.00 indemnification counter claim (.6). 80 Lauxman, Timothy 212.00 Revise reply in support of Dr. Overruled $ 63.60 $63.60 7/2/2020 0.30 $ 87.00 Gonzalez's motion to partially dismiss CC before filing. 81 Francis, Carrie M Finalize and file reply to motion to Overruled $ 150.00 $150.00 7/2/2020 0.50 300.00 $ 232.50 Clerical; Vague and ambiguous; CC dismiss (.5) 82 212.00 Review USHRN's initial MIDP Intertwined Overruled $ 1293.20 $646.60 disclosure, including all the documents disclosed, and took notes on which documents support their claims and defenses, how they provide support, and what documents are missing or we should request (5.4); began drafting discovery requests relating to missing documents (.7). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/9/2020 6.10 $ 1,769.00 non-contract claims (6.1) 83 212.00 Review notes on USHRN's disclosure Intertwined Overruled $ 678.40 $339.20 and specific documents (.3); compile list of areas to explore in discovery (.7); continued drafting requests for production targeting documents regarding the process of hiring Dr. Gonzalez, contract negotiations, misclassification, the USHRN Board's control over Dr. Gonzalez, and USHRN's counterclaims related to Dr. Gonzalez's credit card and Duplicative (.3 - entry 83 above); Unrelated to Contract reimbursement (2.2). Claims and/or intertwined with non-contract claims Lauxman, Timothy 7/10/2020 3.20 $ 928.00 (3.2) 84 212.00 Continue drafting and revising requests Intertwined Overruled $ 254.40 $127.20 for production targeting documents regarding the process of hiring Dr. Gonzalez, contract negotiations, misclassification, the USHRN Board's control over Dr. Gonzalez, and USHRN's counterclaims related to Dr. Gonzalez's credit card and reimbursement. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/11/2020 1.20 $ 348.00 non-contract claims (1.2) 85 212.00 Begin drafting non-uniform Intertwined Overruled $ 84.80 $42.40 interrogatories related to negotiations Unrelated to Contract Claims and/or intertwined with with Dr. Gonzalez and non-contract claims USHRN's counterclaims. Lauxman, Timothy 7/12/2020 0.40 $ 116.00 86 212.00 Draft non-uniform interrogatories Intertwined Overruled $ 466.40 $233.20 related to Defendants' process of hiring Dr. Gonzalez, negotiating with Dr. Unrelated to Contract Claims and/or intertwined with Gonzalez, Dr. Gonzalez's duties, Dr. non-contract claims Gonzalez's instructions Lauxman, Timothy 7/14/2020 2.20 $ 638.00 and use of the business credit card. 87 212.00 Review USHRN's initial mandatory Intertwined Overruled $ 954.00 $477.00 disclosure response and redacted portions of disclosure to determine whether the privilege log was complete, and whether USHRN had appropriately claimed material was privilege (1.2); research attorney- Dr. Gonzalez privilege in federal courts and Arizona, include when it applies and how it can be waived (2.8); draft email to S.Leonhardt informing them that we believed their privilege log was incomplete and they had improperly claimed privilege on a number portions of notes from USHRN's board meetings (.5). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/22/2020 4.50 $ 1,305.00 non-contract claims (4.5) 88 Work on discovery dispute issues Intertwined Overruled $ 180.00 $90.00 (privilege log) (.4); revise draft Unrelated to Contract Claims and/or intertwined with 300.00 correspondence related to same non-contract claims (.6) (.2). Francis, Carrie M 7/22/2020 0.60 $ 279.00 89 212.00 Email to S.Leonhardt raising issues Intertwined Overruled $ 21.20 $10.60 with USHRN's privilege log, including Unrelated to Contract Claims and/or intertwined with its completeness and certain claims of non-contract claims Lauxman, Timothy 7/23/2020 0.10 $ 29.00 privilege. 90 212.00 Reviewed supplemental, unredacted Intertwined Overruled $ 106.00 $53.00 documents provided by USHRN (.3); IC (.2); Unrelated to Contract Claims and/or intertwined discussed privilege with non-contract claims (.5) log issues with C. Francis (.2). Lauxman, Timothy 7/24/2020 0.50 $ 145.00 91 Review discovery dispute conferral Duplicative (entry 90 above); Vague and ambiguous; Intertwined Overruled $ 120.00 $60.00 300.00 correspondence regarding privilege Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 7/24/2020 0.40 $ 186.00 redactions. non-contract claims 92 212.00 Review documents already produced by Intertwined Overruled $ 275.60 $137.80 USHRN to determine whether to draft Duplicative (entries 83, 84, 88); Unrelated to Contract any requests for Claims and/or intertwined with non-contract claims admission (1.3). Lauxman, Timothy 7/27/2020 1.30 $ 377.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 57 of 91

93 212.00 Review joint motion and draft protective Intertwined Overruled $ 127.20 $63.60 order (.2); phone call with S.Leonhardt discussing the draft protective order, the withheld and redacted documents because of attorney-client and work- product privileges and for confidentiality reasons, and the joint case report (.4). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/28/2020 0.60 $ 174.00 non-contract claims (.6) 94 Work on stipulated protective Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 30.00 $15.00 Francis, Carrie M 7/28/2020 0.10 300.00 $ 46.50 order. non-contract claims; vague and ambiguous 95 212.00 Review second version of the joint Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 21.20 $10.60 Lauxman, Timothy 7/29/2020 0.10 $ 29.00 motion for a protective order. non-contract claims 96 212.00 Review Federal Rule of Civil Intertwined Overruled $ 784.40 $392.20 Procedure 26 (.7); began drafting Joint Rule 26(f) Case Management Report, including description of the case and the parties claims and defenses (2.4); draft IC (.6); Excessive for Case Management Report (10.3 email to C. Francis discussing sections total hours - entries 97, 98, 99, 101, 102, 103, 105); of the joint report that address the Unrelated to Contract Claims and/or intertwined with anticipated schedule going forward, non-contract claims (3.7) necessary discovery, and anticipated motions (.6).

Lauxman, Timothy 7/30/2020 3.70 $ 1,073.00 97 Vague and ambiguous; Excessive for Case Management Intertwined Overruled $ 450.00 $225.00 Report (10.3 total hours - entries 97, 98, 99, 101, 102, Work on draft Rule 26(f) case 103, 105); Unrelated to Contract Claims and/or 300.00 management report. intertwined with non-contract claims (1.5)

Francis, Carrie M 7/31/2020 1.50 $ 697.50 98 212.00 Finish preparing draft of Rule 26(f) case Excessive for Case Management Report (10.3 total Intertwined Overruled $ 360.40 $180.20 management report, including hours - entries 97, 98, 99, 101, 102, 103, 105); explanation of case, expected Unrelated to Contract Claims and/or intertwined with motions, and setting deadlines. non-contract claims Lauxman, Timothy 7/31/2020 1.70 $ 493.00 99 212.00 Draft email to Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 42.40 $21.20 Lauxman, Timothy 8/3/2020 0.20 $ 58.00 regarding the protective order. non-contract claims 100 Revise draft Rule 26(f) scheduling Excessive for Case Management Report (10.3 total Intertwined Overruled $ 120.00 $60.00 conference report (.2); correspondence hours - entries 97, 98, 99, 101, 102, 103, 105); 300.00 with Defendant's counsel regarding Rule Unrelated to Contract Claims and/or intertwined with 26(f) non-contract claims (.4) Francis, Carrie M 8/3/2020 0.40 $ 186.00 conferral (.2). 101 212.00 Finalize non-uniform interrogatories and Intertwined Overruled $ 127.20 $63.60 requests for production(.2); review S.Leonhardt's edits to the draft joint Clerical (.1); Excessive for Case Management Report Rule 26(f) report, and made revisions to (10.3 total hours - entries 97, 98, 99, 101, 102, 103, the Rule 26(f) report (.3); draft notice of 105); Unrelated to Contract Claims and/or intertwined service of with non-contract claims (.6) discovery (.1). Lauxman, Timothy 8/5/2020 0.60 $ 174.00 102 Participate in Rule 26(f) scheduling Intertwined Overruled $ 750.00 $375.00 conferral with Defendant's counsel (1); revise draft report related to same Excessive for Case Management Report (10.3 total (.4); analyze Defendant's revisions to hours - entries 97, 98, 99, 101, 102, 103, 105); 300.00 same (.3); revise and finalize first set of Unrelated to Contract Claims and/or intertwined with written non-contract claims (2.5)

Francis, Carrie M 8/5/2020 2.50 $ 1,162.50 discovery to USHRN (.8). 103 212.00 Review new privilege log and Intertwined Overruled $ 296.80 $148.40 unredacted documents USHRN provided in response to conversations Unrelated to Contract Claims and/or intertwined with with its counsel regarding attorney- non-contract claims client and work- Lauxman, Timothy 8/7/2020 1.40 $ 406.00 product privileges. 104 Vague and ambiguous; Excessive for Case Management Intertwined Overruled $ 60.00 $30.00 Report (10.3 total hours - entries 97, 98, 99, 101, 102, 103, 105); Unrelated to Contract Claims and/or 300.00 intertwined with non-contract claims

Francis, Carrie M 8/7/2020 0.20 $ 93.00 Finalize and file Rule 26(f) report. 105 212.00 Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 21.20 $10.60 Lauxman, Timothy 8/12/2020 0.10 $ 29.00 Review the scheduling order. intertwined with non-contract claims 106 Review and analyze USHRN first set of Excessive for Discovery Responses (24.7 - entries 107, Intertwined Overruled $ 240.00 $120.00 written discovery (.3); outline areas of 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, objections (.5). 126, 127, 128); Unrelated to Contract Claims and/or 300.00 intertwined with non-contract claims

Francis, Carrie M 9/14/2020 0.80 $ 372.00 107 212.00 Review USHRN's first set of Duplicative (entry 107 above); Excessive for Discovery Intertwined Overruled $ 106.00 $53.00 discovery requests to determine whether Responses (24.7 - entries 107, 108, 109, 115, 117, 118, a discovery request is objectionable and 119, 120, 121, 122, 123, 124, 126, 127, 128); Unrelated what additional information we need to Contract Claims and/or intertwined with non- from Dr. contract claims Gonzalez.

Lauxman, Timothy 9/15/2020 0.50 $ 145.00 108 212.00 Correspondence to Dr. Gonzalez Excessive for Discovery Responses (24.7 - entries 107, Intertwined Overruled $ 233.20 $116.60 regarding USHRN's discovery requests. 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, 126, 127, 128); Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 9/16/2020 1.10 $ 319.00 109 Analyze USHRN's supplemental Duplicative (entry 111 below); Unrelated to Contract Intertwined Overruled $ 540.00 $270.00 300.00 disclosure and responses to Claims and/or intertwined with non-contract claims Francis, Carrie M 9/18/2020 1.80 $ 837.00 discovery. 110 212.00 Review USHRN's responses to Dr. Intertwined Overruled $ 848.00 $424.00 Gonzalez's first set of discovery responses to determine what objections USHRN had made and what information USHRN had disclosed, including reviewing the accompanying privilege log to determine the validity of some of those objections and claims of privilege (.9); review materials produced by USHRN in its discovery responses (3.1). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/22/2020 4.00 $ 1,160.00 non-contract claims (4) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 58 of 91

111 212.00 Review documents disclosed by Intertwined Overruled $ 1081.20 $540.60 USHRN in its second supplemental MIDP response and response to Dr. Gonzalez's first set of requests for production, including categorizing the documents based on the topics to which they are relevant; correspondence to C. Francis discussing my review of USHRN's responses to Dr. Gonzalez's first set of discovery responses, documents that we did not receive, and the documents listed in USHRN's Block-billing; Duplicative (entry 111 above); IC; updated privilege log. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/23/2020 5.10 $ 1,479.00 non-contract claims 112 Office conference with T.Lauxman IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 90.00 $45.00 300.00 regarding review of USHRN discovery with non-contract claims Francis, Carrie M 9/30/2020 0.30 $ 139.50 production. 113 212.00 Draft letter to S.Leonhardt regarding Intertwined Overruled $ 169.60 $84.80 USHRN's failure to disclose numerous documents despite admitting those documents were relevant and fell within their disclosure obligations under the MIDP and Dr. Gonzalez's first set of discovery responses. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 10/1/2020 0.80 $ 232.00 non-contract claims 114 212.00 Excessive for Discovery Responses (24.7 - entries 107, Intertwined Overruled $ 63.60 $31.80 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, 126, 127, 128); Unrelated to Contract Claims and/or Correspondence with Dr. Gonzalez intertwined with non-contract claims regarding discovery responses.

Lauxman, Timothy 10/5/2020 0.30 $ 87.00 115 Review draft correspondence to Duplicative (entry 114 above); Unrelated to Contract Intertwined Overruled $ 30.00 $15.00 300.00 USHRN regarding discovery response Claims and/or intertwined with non-contract claims Francis, Carrie M 10/5/2020 0.10 $ 46.50 deficiencies. 116 212.00 Began drafting responses to USHRN's Intertwined Overruled $ 402.80 $201.40 first set of discovery requests, including review of documents disclosed by USHRN and information provided by Excessive for Discovery Responses (24.7 - entries 107, Dr. 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, Gonzalez. 126, 127, 128); Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 10/7/2020 1.90 $ 551.00 117 212.00 Draft request for extension to respond to Clerical (.1); duplicative (1.2 - entries 111, 112, 114, Intertwined Overruled $ 275.60 $137.80 USHRN's first set of discovery request 116 above); Excessive for Discovery Responses (24.7 - (.1); review USHRN's disclosures to entries 107, 108, 109, 115, 117, 118, 119, 120, 121, determine if it met its disclosure 122, obligations, and draft demand for 123, 124, 126, 127, 128); Unrelated to Contract Claims USHRN to supplement its disclosure to and/or intertwined with non-contract claims (1.3) remedy the deficiencies (1.2). Lauxman, Timothy 10/9/2020 1.30 $ 377.00 118 Work on Dr. Gonzalez written discovery Duplicative (.1 - entries 111, 112, 114, 116 above); Intertwined Overruled $ 90.00 $45.00 response draft (.2); work on Defendant's Excessive for Discovery Responses (24.7 - entries 107, deficient production issues (.1). 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, 126, 127, 128); Unrelated to Contract Claims and/or intertwined with non-contract claims (.3) 300.00

Francis, Carrie M 10/9/2020 0.30 $ 139.50 119 212.00 Review information and documents Intertwined Overruled $ 381.60 $190.80 provided by Dr. Gonzalez (.5); began Excessive for Discovery Responses (24.7 - entries 107, drafting response to USHRN's first set 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, of non-uniform interrogatories and 126, 127, 128); Unrelated to Contract Claims and/or requests for production (1.3). intertwined with non-contract claims (1.8) Lauxman, Timothy 10/12/2020 1.80 $ 522.00 120 Office conference with T.Lauxman IC; Excessive for Discovery Responses (24.7 - entries Intertwined Overruled $ 60.00 $30.00 regarding draft Non-Uniform 107, 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, Interrogatories responses. 124, 126, 127, 128); Unrelated to Contract Claims and/or intertwined with non-contract claims 300.00

Francis, Carrie M 10/12/2020 0.20 $ 93.00 121 212.00 Review the documents and information Intertwined Overruled $ 1420.40 $710.20 provided by Dr. Gonzalez for discovery responses (.5); draft responses to all of Duplicative (.5 - entry 120 above); Excessive for USHRN's first set of interrogatories, Discovery Responses (24.7 - entries 107, 108, 109, 115, including review of USHRN's 117, 118, 119, 120, 121, 122, 123, 124, 126, 127, 128); disclosures for additional information Unrelated to Contract Claims and/or intertwined with related to its non-contract claims (6.7) interrogatories (6.2). Lauxman, Timothy 10/13/2020 6.70 $ 1,943.00 122 212.00 Continue drafting our responses to Excessive for Discovery Responses (24.7 - entries 107, Intertwined Overruled $ 84.80 $42.40 USHRN's first set of discovery 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, responses. 126, 127, 128); Unrelated to Contract Claims and/or Lauxman, Timothy 10/14/2020 0.40 $ 116.00 intertwined with non-contract claims 123 212.00 Review correspondence from Dr. Intertwined Overruled $ 445.20 $222.60 Gonzalez regarding her business expenses (.2); prepare an excel sheet that captures all of the expenses at issue in Excessive for Discovery Responses (24.7 - entries 107, USHRN's Exhibit A to its first set of 108, 109, 115, 117, 118, 119, 120, 121, 122, 123, 124, interrogatories (1.3); provide and 126, 127, 128); Unrelated to Contract Claims and/or explain excel and Exhibit A to intertwined with non-contract claims (2.1) USHRN's non-uniform interrogatories to Dr. Gonzalez (.6) Lauxman, Timothy 10/16/2020 2.10 $ 609.00 124 212.00 Respond to emails from Dr. IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 63.60 $31.80 Gonzalez and C. Francis regarding each with non-contract claims Lauxman, Timothy 10/17/2020 0.30 $ 87.00 party's disclosures 125 Revise draft responses to USHRN first IC (.2); Excessive for Discovery Responses (24.7 - Intertwined Overruled $ 180.00 $90.00 set of written discovery (.4); entries 107, 108, 109, 115, 117, 118, 119, 120, 121, 300.00 correspondence with T.Lauxman and 122, 123, Dr. Gonzalez regarding same 124, 126, 127, 128); Unrelated to Contract Claims Francis, Carrie M 10/19/2020 0.60 $ 279.00 (.2). and/or intertwined with non-contract claims (.6) 126 212.00 Work with staff to prepare document Intertwined Overruled $ 932.80 $466.40 disclosure responding to USHRN's request for production (.7); draft Clerical (.7); Excessive for Discovery Responses (24.7 - response to USHRN's request for entries 107, 108, 109, 115, 117, 118, 119, 120, 121, production, including objections (2.9); 122, finalize responses to interrogatories 123, 124, 126, 127, 128); Unrelated to Contract Claims based on the additional information Dr. and/or intertwined with non-contract claims (4.4) Gonzalez provided (.8). Lauxman, Timothy 10/19/2020 4.40 $ 1,276.00 127 Prepare new Relativity database Intertwined Overruled $ 230.00 $115.00 Clerical (2.3); Excessive for Discovery Responses (24.7 - for this matter (.5); Process and load Dr. entries 107, 108, 109, 115, 117, 118, 119, 120, 121, Gonzalez data for review in Relativity 100.00 122, (1.4); prepare and verify a production 123, 124, 126, 127, 128); Unrelated to Contract Claims set from the and/or intertwined with non-contract claims (2.3) Petersen, Vic 10/19/2020 2.30 $ 563.50 same (.4). Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 59 of 91

128 212.00 Discuss organization of latest Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 21.20 $10.60 document disclosure from USHRN with intertwined with non-contract claims Lauxman, Timothy 10/26/2020 0.10 $ 29.00 N. Schijvijnck. 129 Review USHRN Third Supplemental Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 120.00 $60.00 Francis, Carrie M 10/26/2020 0.40 300.00 $ 186.00 MIDP disclosures. non-contract claims; vague and ambiguous 130 Correspondence with Dr. Gonzalez Clerical; Unrelated to Contract Claims and/or Sustained $ 0.00 $ 0.00 Francis, Carrie M 10/28/2020 0.10 300.00 $ 46.50 regarding deposition dates. intertwined with non-contract claims 131 212.00 Email S.Leonhardt regarding the Clerical; Unrelated to Contract Claims and/or Sustained $ 0.00 $ 0.00 dates of Dr. Gonzalez's availability for a intertwined with non-contract claims Lauxman, Timothy 10/30/2020 0.10 $ 29.00 deposition. 132 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 120.00 $60.00 Francis, Carrie M 11/3/2020 0.40 300.00 $ 186.00 regarding deposition preparation. non-contract claims 133 212.00 Analyze letter from S.Leonhardt Intertwined Overruled $ 169.60 $84.80 regarding alleged deficiencies in Dr. Gonzalez's responses to USHRN's first set of discovery requests (.4); provide C. Francis with an analysis of USHRN's arguments and recommend a method of responding (.4). IC (.4); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 11/4/2020 0.80 $ 232.00 with non-contract claims (.8) 134 212.00 Phone call with C. Francis Intertwined Overruled $ 63.60 $31.80 discussing response to S.Leonhardt's letter regarding our allegedly deficient disclosure (.1) ; phone call and email to S.Leonhardt requesting extension for time to response to his letter (.2). IC (.1); Clerical (.2); Unrelated to Contract Claims Lauxman, Timothy 11/6/2020 0.30 $ 87.00 and/or intertwined with non-contract claims (.3) 135 212.00 Calculate Dr. Gonzalez's damages, Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 84.80 $42.40 Lauxman, Timothy 11/12/2020 0.40 $ 116.00 based on our records. non-contract claims 136 212.00 Email to C. Francis discussing my Intertwined Overruled $ 63.60 $31.80 calculation, and our options regarding IC (.3); Unrelated to Contract Claims and/or intertwined the other objections in S.Leonhardt's with non-contract claims meet-and-confer Lauxman, Timothy 11/13/2020 0.30 $ 87.00 letter. 137 Work on supplemental Requests for Vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 90.00 $45.00 300.00 Production/Non-Uniform and/or intertwined with non-contract claims Francis, Carrie M 11/18/2020 0.30 $ 139.50 Interrogatories responses. 138 212.00 Revise our responses to USHRN's Intertwined Overruled $ 339.20 $169.60 requests for production and non- Unrelated to Contract Claims and/or intertwined with uniform interrogatories, in light of non-contract claims USHRN's meet-and-confer letter Lauxman, Timothy 11/18/2020 1.60 $ 464.00 and the arguments made therein. 139 Work on supplemental Non- Vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 90.00 $45.00 300.00 Uniform Interrogatories/Requests for and/or intertwined with non-contract claims Francis, Carrie M 11/19/2020 0.30 $ 139.50 Production responses. 140 Process and load supplemental Dr. Intertwined Overruled $ 160.00 $80.00 Gonzalez data for review in Relativity 100.00 (1.2); prepare and verify supplemental Clerical (1.6); Unrelated to Contract Claims and/or disclosure from Relativity (.4). Petersen, Vic 11/20/2020 1.60 $ 392.00 intertwined with non-contract claims (1.6) 141 212.00 Revise the responses to USHRN's Intertwined Overruled $ 360.40 $180.20 requests for production and non- uniform interrogatories to match the documents produced with our supplement, and work to include the information in that additional production into the supplemental interrogatory responses (1.5); revise notice of service of discovery Clerical (.2); Unrelated to Contract Claims and/or responses (.2). Lauxman, Timothy 11/20/2020 1.70 $ 493.00 intertwined with non-contract claims 142 Revise and finalize supplemental Intertwined Overruled $ 240.00 $120.00 Responses to Non-Uniform Interrogatories and Requests for Unrelated to Contract Claims and/or intertwined with 300.00 Production per discovery dispute (.6); non-contract claims (.8) conference with S.Leonhardt (.2). Francis, Carrie M 11/20/2020 0.80 $ 372.00 143 212.00 Review the documents produced Duplicative (entry 130); Unrelated to Contract Claims Intertwined Overruled $ 212.00 $106.00 by USHRN in its third supplemental and/or intertwined with non-contract claims Lauxman, Timothy 11/23/2020 1.00 $ 290.00 MIDP response. 144 Vague and ambiguous; Unrelated to Contract Claims Intertwined Sustained $ 0.00 $0 Francis, Carrie M 11/23/2020 4.00 300.00 $ 1,860.00 Work on deposition prep issues. and/or intertwined with non-contract claims 145 Further work on deposition prep Vague and ambiguous (2.5); Unrelated to Contract Intertwined Overruled $ 750.00 $375.00 (2); correspondence withDr. Gonzalez Claims and/or intertwined with non-contract claims regarding same (.5). (2.5)

300.00

Francis, Carrie M 11/25/2020 2.50 $ 1,162.50 146 212.00 Continue reviewing documents Intertwined Overruled $ 932.80 $466.40 produced by USHRN with its third supplemental MIDP response (2.3); Duplicative (2.3 - entry 130); Unrelated to Contract begin compiling a list of documents that Claims and/or intertwined with non-contract claims C. Francis should use for Dr. Gonzalez's (4.4) deposition preparation Lauxman, Timothy 12/2/2020 4.40 $ 1,320.00 (2.1). 147 212.00 Continue reviewing the documents Intertwined Overruled $ 1060.00 $530.00 produced by USHRN with its third supplemental MIDP response (3.2); finish drafting issue list and list of documents to review for preparation of Dr. Gonzalez's Duplicative (3.2 - entry 130); Unrelated to Contract Lauxman, Timothy 12/3/2020 5.00 $ 1,500.00 deposition (1.8). Claims and/or intertwined with non-contract claims (5) 148 Correspondence with Dr. Gonzalez re Intertwined Overruled $ 540.00 $270.00 deposition prep (.2); preparation for Unrelated to Contract Claims and/or intertwined with 300.00 meeting with Dr. Gonzalez to non-contract claims (1.8); vague and ambiguous (1.6) prepare her for deposition (1.6). Francis, Carrie M 12/3/2020 1.80 $ 864.00 149 Further preparation for meeting with Dr. Intertwined Overruled $ 960.00 $480.00 Gonzalez to prepare her for her Unrelated to Contract Claims and/or intertwined with 300.00 deposition (.7); meet with non-contract claims (3.2); vague and ambiguous (.7) R. Gonzalez re deposition prep Francis, Carrie M 12/4/2020 3.20 $ 1,536.00 (2.5). 150 Continue preparation for meeting with Intertwined Overruled $ 510.00 $255.00 Dr. Gonzalez to prepare her for her Unrelated to Contract Claims and/or intertwined with 300.00 deposition (.2); meet with non-contract claims (1.7); vague and ambiguous (.2) R. Gonzalez re deposition prep Francis, Carrie M 12/7/2020 1.70 $ 816.00 (1.5). 151 Process and load Dr. Gonzalez data Intertwined Overruled $ 190.00 $95.00 for review in Relativity (1.5); prepare Clerical (1.9); Unrelated to Contract Claims and/or 100.00 and verify supplemental production set intertwined with non-contract claims (1.9) Petersen, Vic 12/16/2020 1.90 $ 475.00 from Relativity ( 4) 152 212.00 Prepare supplemental discovery Intertwined Overruled $ 106.00 $53.00 response in response and work with staff to produce documents T.Lauxmand with our supplemental discovery responses. Clerical; Unrelated to Contract Claims and/or Lauxman, Timothy 12/16/2020 0.50 $ 150.00 intertwined with non-contract claims Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 60 of 91

153 Office conference with T.Lauxman IC (.2); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 90.00 $45.00 300.00 regarding discovery supplement with non-contract claims (.3); Clerical (.1) Francis, Carrie M 12/16/2020 0.30 $ 144.00 (.2); finalize same for service (.1). 154 212.00 Email to Dr. Gonzalez regarding her tax Excessive (an email requesting tax returns should not Intertwined Sustained (.8); Overruled (.2) $ 42.40 $21.20 returns. take 1 hour); Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 12/21/2020 0.20 $ 300.00 155 Office conference with T. Lauxman Intertwined Overruled $ 90.00 $45.00 regarding second set of written IC (.1) ; Unrelated to Contract Claims and/or 300.00 discovery (RFP) (.1); review and intertwined with non-contract claims (.3) Francis, Carrie M 12/29/2020 0.30 $ 144.00 analyze draft of same (.2). 156 Correspondence with S.Leonhardt Intertwined Overruled $ 60.00 $30.00 regarding tax record production (.1); Unrelated to Contract Claims and/or intertwined with 300.00 correspondence with Dr. Gonzalez non-contract claims (.2) Francis, Carrie M 12/30/2020 0.20 $ 96.00 regarding same (.1). 157 212.00 Email to Dr. Gonzalez regarding her Intertwined Overruled $ 63.60 $31.80 Duplicative (.2 - entries 155, 157); Unrelated to tax returns (.2); email S.Leonhardt Contract Claims and/or intertwined with non-contract regarding the production of Dr. claims (.3) Lauxman, Timothy 12/30/2020 0.30 $ 90.00 Gonzalez's tax returns (.1). 158 Work on tax supplemental Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 1/4/2021 0.30 300.00 $ 144.00 production issues. non-contract claims; vague and ambiguous 159 Correspondence with Defendant's Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 60.00 $30.00 300.00 counsel and joint settlement talks and non-contract claims Francis, Carrie M 1/5/2021 0.20 $ 96.00 court report on same. 160 212.00 Email to Dr. Gonzalez regarding her tax Duplicative (entries 155, 157, 158); Unrelated to Intertwined Overruled $ 21.20 $10.60 returns. Contract Claims and/or intertwined with non-contract Lauxman, Timothy 1/6/2021 0.10 $ 30.00 claims 161 Further work on tax return Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 1/6/2021 0.20 300.00 $ 96.00 production. non-contract claims 162 Prepare Dr. Gonzalez data and Intertwined Overruled $ 180.00 $90.00 USHRN production set for review in 100.00 Relativity (1.5); prepare supplemental Clerical (1.8); Unrelated to Contract Claims and/or production set from relativity (.3). Petersen, Vic 1/11/2021 1.80 $ 450.00 intertwined with non-contract claims (1.8) 163 212.00 Prepare Dr. Gonzalez's tax returns for Intertwined Overruled (.8); Sustained (.3) $ 169.60 $84.80 production, including removing pages and redacting portions that were not relevant to the issues in the case (.8); work with staff to produce Dr. Gonzalez's tax returns Clerical (1.1); Unrelated to Contract Claims and/or Lauxman, Timothy 1/11/2021 0.80 $ 330.00 (.3). intertwined with non-contract claims (1.1) 164 Work on supplemental tax record Duplicative (entry 164); IC; Unrelated to Contract Intertwined Overruled $ 150.00 $75.00 300.00 production with T.Lauxman. Claims Francis, Carrie M 1/11/2021 0.50 $ 240.00 and/or intertwined with non-contract claims; vague and 165 212.00 Phone call with Dr. Gonzalez regarding Intertwined Overruled $ 169.60 $84.80 settlement negotiations (.2); phone call with S.Leonhardt discussing settlement (.2); phone call to Dr. Gonzalez discussing the outcome of our call with S.Leonhardt (.2). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 1/12/2021 0.80 $ 240.00 non-contract claims (.8) 166 Telephone conferences with Dr. Intertwined Overruled $ 180.00 $90.00 Gonzalez regarding document production and settlement negotiations 300.00 (.4); telephone call conferral with S.Leonhardt regarding settlement negotiations Duplicative (.6 - entry 166); Unrelated to Contract Francis, Carrie M 1/12/2021 0.60 $ 288.00 (.2). Claims and/or intertwined with non-contract claims (.6) 167 212.00 Phone call with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 21.20 $10.60 Lauxman, Timothy 1/13/2021 0.10 $ 30.00 regarding settlement negotiations. non-contract claims 168 212.00 Review Arizona and Georgia law Intertwined (1.3) Overruled $ 784.40 $646.60 regarding the covenant of good faith and fair dealing and contract modification Duplicative (2.4 - entry 78); Excessive for Demand (2.4); review documents and begin Letter (23.9 - entries 169, 171, 180, 181, 184, 185, 187, compiling key documents to support our 189, claims (1); begin outlining demand letter 190, 191, 193, 202); Unrelated to Contract Claims (.3) and/or intertwined with non-contract claims (1 + .3)

Lauxman, Timothy 1/18/2021 3.70 $ 1,110.00 169 Correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 1/19/2021 0.30 300.00 $ 144.00 regarding taxes and deposition. non-contract claims; vague and ambiguous 170 212.00 Continue reviewing Arizona and Intertwined Overruled $ 763.20 $381.60 Georgia law regarding contract formation and modification (1.1); Duplicative (1.1 - entry 78, 169); Excessive for Demand continue outlining our demand letter, Letter (23.9 - entries 169, 171, 180, 181, 184, 185, 187, using information from documents 189, 190, 191, 193, 202); Unrelated to Contract Claims produced by USHRN (.6); begin and/or intertwined with non-contract claims (1.9 + .6) drafting the demand letter (1.9). Lauxman, Timothy 1/19/2021 3.60 $ 1,080.00 171 212.00 Email to S.Leonhardt regarding Dr. Intertwined (.4) Overruled (.4); Sustained (.1) $ 84.80 $42.40 Gonzalez's deposition date (.1); review Clerical (.1); Unrelated to Contract Claims and/or documents provided by Dr. Gonzalez intertwined with non-contract claims (.5) Lauxman, Timothy 1/20/2021 0.40 $ 150.00 ( 4) 172 Review USHRN's draft report on Duplicative (entry 174); Unrelated to Contract Claims Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 1/22/2021 0.20 300.00 $ 96.00 settlement discussions. and/or intertwined with non-contract claims 173 212.00 Review and approve the report of Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 21.20 $10.60 settlement discussions prepared by non-contract claims Lauxman, Timothy 1/22/2021 0.10 $ 30.00 S.Leonhardt. 174 Lauxman, Timothy 212.00 Reviewed USHRN's amended Overruled $ 106.00 $106.00 indemnity counterclaim, and considered potential options to move to dismiss that claim. 1/25/2021 0.50 $ 150.00 CC 175 Francis, Carrie M Correspondence with Dr. Gonzalez Intertwined (.2) Overruled $ 210.00 $195.00 regarding deposition (.2); review USHRN's answer/amended 300.00 counterclaim for potential further motion to dismiss (.3); office conference with T.Lauxman regarding same (.2). CC (.3 + .2); IC (.2); Unrelated to Contract Claims 1/25/2021 0.70 $ 336.00 and/or intertwined with non-contract claims (.2) 176 Replace and reproduce native files Intertwined Overruled $ 170.00 $85.00 and images in relativity based on Clerical; Unrelated to Contract Claims and/or 100.00 USHRN's repoduction of past intertwined with non-contract claims productions Petersen, Vic 1/27/2021 1.70 $ 425.00 177 212.00 Prepared signed 2018 tax return and Intertwined Overruled $ 84.80 $42.40 2018 ASU W2 for production, including redacting the documents (.2); revised the disclosure responses and prepared a notice of supplemental discovery responses Clerical (.4); Unrelated to Contract Claims and/or Lauxman, Timothy 1/29/2021 0.40 $ 120.00 (.2). intertwined with non-contract claims (.4) 178 Office conference with T.Lauxman Intertwined Overruled $ 60.00 $30.00 300.00 regarding deposition, ASU tax records IC (.2); Unrelated to Contract Claims and/or intertwined and settlement offer demand. with non-contract claims Francis, Carrie M 2/1/2021 0.20 $ 96.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 61 of 91

179 $240.00 Work on settlement conference vague and ambiguous; Excessive for Demand Letter Intertwined Overruled $ 150.00 $75.00 setting. (23.9 - entries 169, 171, 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); Unrelated to Contract Claims and/or intertwined with non-contract claims 300.00

Francis, Carrie M 2/2/2021 0.50 180 212.00 Review subpoena to ASU noticed Intertwined (.4) Overruled $ 593.60 $551.20 by S.Leonhardt and noted our objections Duplicative (2.4 - entry 66); Excessive for Demand (.4); continue reviewing caselaw Letter (23.9 - entries 169, 171, 180, 181, 184, 185, 187, regarding our countract claims to find 189, support for our current theories and use 190, 191, 193, 202); Unrelated to Contract Claims in our and/or intertwined with non-contract claims (.4) Lauxman, Timothy 2/3/2021 2.80 $ 840.00 demand letter (2.4). 181 Work on objections to USHRN ASU Duplicative (entry 180); Unrelated to Contract Claims Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 2/4/2021 0.20 300.00 $ 96.00 subpoena scope. and/or intertwined with non-contract claims 182 Revise draft answer to USHRN Overruled $ 150.00 $150.00 Francis, Carrie M 2/5/2021 0.50 300.00 $ 240.00 CC amended counterclaim. 183 212.00 $300.00 Continued drafting demand letter Excessive for Demand Letter (23.9 - entries 169, 171, Intertwined Overruled $ 212.00 $106.00 that outlines the strengths of each 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); of Dr. Gonzalez's claims, the Unrelated to Contract Claims and/or intertwined with weaknesses of USHRN's defenses non-contract claims and counterclaims, and the nonlegal issues USHRN will face Lauxman, Timothy 2/7/2021 1.00 publicly litigating this case. 184 212.00 Continued drafting demand letter Intertwined (3.7) Overruled $ 932.80 $540.60 that outlines the strengths of each of claims, the weaknesses of USHRN's defenses and counterclaims, and the non- legal issues USHRN will face publicly litigating this case (3.4); phone call with S.Leonhardt discussing our objections to USHRN's subpoena to ASU and negotiating a more limited scope of the subpoena (.3); finalized the answer to the amended counterclaim and worked with staff to file it (.7). Lauxman, Timothy IC (2.6); Unrelated to Contract Claims and/or 2/8/2021 4.40 $ 1,320.00 intertwined with non-contract claims (3.7); CC(.7) 185 Edit draft answer to USHRN CC (.6); Vague and ambiguous (2.6); Unrelated to Intertwined (2.6) Overruled $ 960.00 $570.00 amended counterclaims (.6); work on Contract Claims and/or intertwined with non-contract 300.00 deposition prep issues with T. Lauxman claims (2.6) (2.6). Francis, Carrie M 2/8/2021 3.20 $ 1,536.00 186 212.00 $630.00 Continued drafting demand letter Excessive for Demand Letter (23.9 - entries 169, 171, Intertwined Overruled $ 445.20 $222.60 that outlines the strengths of each 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); of claims, the weaknesses of Unrelated to Contract Claims and/or intertwined with USHRN's defenses and non-contract claims counterclaims, and the non-legal issues USHRN will face publicly litigating this case.

Lauxman, Timothy 2/9/2021 2.10 187 212.00 Phone call with counsel for ASU Intertwined Overruled $ 21.20 $10.60 confirming we no longer have objections to USHRN's subpoena Unrelated to Contract Claims and/or intertwined with (.1). non-contract claims

Lauxman, Timothy 2/10/2021 0.10 $ 30.00 188 Excessive for Demand Letter (23.9 - entries 169, 171, Intertwined Overruled $ 780.00 $390.00 Work on deposition preparation and 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); 300.00 document review (1.8); work on demand Block- strategy (.8). billing (1.8); vague and ambiguous (2.6); Unrelated to Francis, Carrie M 2/15/2021 2.60 $ 1,248.00 Contract Claims and/or intertwined with non-contract 189 Work on draft demand (1.2); further Excessive for Demand Letter (23.9 - entries 169, 171, Intertwined Overruled $ 780.00 $390.00 300.00 work on deposition prep issues/exhibits 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); (1.4). Unrelated to Contract Claims and/or intertwined with Francis, Carrie M 2/17/2021 2.60 $ 1,248.00 non-contract claims (2 6); vague and ambiguous (2 6) 190 212.00 Drafted and revised previously Excessive for Demand Letter (23.9 - entries 169, 171, Intertwined Overruled $ 551.20 $275.60 drafted versions of the initial 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); demand letter, including portions Unrelated to Contract Claims and/or intertwined with supporting Dr. Gonzalez's contract non-contract claims claims, and addressed the weaknesses of USHRN's affirmative defenses to those claims.

Lauxman, Timothy 2/17/2021 2.60 $ 780.00 191 Prep meeting with Dr. Gonzalez for IC (.3); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 840.00 $420.00 300.00 deposition (2.5); work on follow up with non-contract claims Francis, Carrie M 2/18/2021 2.80 $ 1,344.00 issues with T.Lauxman (.3). 192 212.00 Revised the draft settlement Clerical; Excessive for Demand Letter (23.9 - entries Intertwined Overruled $ 233.20 $116.60 demand for content, formatting, 169, and typos. 171, 180, 181, 184, 185, 187, 189, 190, 191, 193, 202); Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 2/18/2021 1.10 $ 330.00 193 Continue to prepare for and defend Block-billing; Unrelated to Contract Claims and/or Intertwined Overruled $ 2400.00 $1,200.00 300.00 deposition of Dr. Gonzalez. intertwined with non-contract claims; vague and Francis, Carrie M 2/19/2021 8.00 $ 3,840.00 ambiguous 194 Review USHRN 4th Supplemental Vague and ambiiguous; Unrelated to Contract ClaimsIntertwined Overruled $ 240.00 $120.00 Francis, Carrie M 3/2/2021 0.80 300.00 $ 384.00 Disclosure. and/or intertwined with non-contract claims 195 Process and load supplemental Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 60.00 $30.00 100.00 defendant documents for review in intertwined with non-contract claims Petersen, Vic 3/3/2021 0.60 $ 150.00 Relativity. 196 212.00 Begin summarizing Dr. Gonzalez's Excessive for Summary of Deposition Testimony (8.9 - Intertwined Overruled $ 212.00 $106.00 deposition testimony to prepare it for use entries 197, 198, 200, 201); Unrelated to Contract it as evidence on summary Claims and/or intertwined with non-contract claims judgment. Lauxman, Timothy 3/4/2021 1.00 $ 300.00 197 212.00 Continued summarizing Dr. Excessive for Summary of Deposition Testimony (8.9 - Intertwined Overruled $ 869.20 $434.60 Gonzalez's deposition testimony to entries 197, 198, 200, 201); Unrelated to Contract prepare it for use it as evidence on Claims and/or intertwined with non-contract claims summary judgment. Lauxman, Timothy 3/9/2021 4.10 $ 1,230.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 62 of 91

198 Telephone conference with Dr. Intertwined Overruled $ 120.00 $60.00 Gonzalez regarding settlement Unrelated to Contract Claims and/or intertwined with 300.00 negotiations and Rule 30(b)(6) non-contract claims depositions Francis, Carrie M 3/9/2021 0.40 $ 192.00 199 212.00 Continued summarizing Dr. Gonzalez's Excessive for Summary of Deposition Testimony (8.9 - Intertwined Overruled $ 424.00 $212.00 deposition testimony to prepare it for use entries 197, 198, 200, 201); Unrelated to Contract it as evidence on Claims and/or intertwined with non-contract claims summary judgment. Lauxman, Timothy 3/10/2021 2.00 $ 600.00 200 212.00 Finished summarizing Dr. Excessive for Summary of Deposition Testimony (8.9 - Intertwined Overruled $ 381.60 $190.80 Gonzalez's deposition testimony to entries 197, 198, 200, 201); Unrelated to Contract prepare it for use it as evidence on Claims and/or intertwined with non-contract claims summary judgment. Lauxman, Timothy 3/11/2021 1.80 $ 540.00 201 $720.00 Revise and finalizd demand letter Excessive for Demand Letter (23.1 - entries 169, 171, Intertwined Overruled $ 450.00 $225.00 for settlement conference (1.2); 180, 181, 184, 185, 187, 190, 191, 193, 202); Unrelated correspondence with S.Leonhardt to Contract Claims and/or intertwined with noncontract regarding same (.3). claims (1.5)

Francis, Carrie M 3/15/2021 1.50 202 212.00 Begin drafting the settlement conference Intertwined Overruled $ 487.60 $243.80 memorandum, including addressing the initial matters such as those that would be in attendance and settlement negotiations to this point (.5); begin drafting the 'dominant issues' section and our defenses to Duplicative of Demand Letter (1.8); Unrelated to the Network's counterclaims (1.8). Contract Claims and/or intertwined with non-contract Lauxman, Timothy 3/17/2021 2.30 $ 690.00 claims(2.3) 203 Work on 30(b)(6) deposition topic Vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 570.00 $285.00 Francis, Carrie M 3/17/2021 1.90 300.00 $ 912.00 areas for conferral. and/or intertwined with non-contract claims 204 212.00 Continued drafting the section in our Intertwined Overruled $ 1017.60 $508.80 settlement conference memorandum discussing our defenses to the Network's counterclaims (1.3); began drafting the facts and procedural history sections of the settlement conference memorandum, including reviewing documents to determine which to include as exhibits (2.2); began drafting the section of the settlement conference memorandum discussing the legal arguments in support of our contract claims (.1.3).

CC (1.3); Duplicative of Demand Letter (2.6); Unrelated to Contract Claims and/or intertwined with non- Lauxman, Timothy 3/18/2021 4.80 $ 1,440.00 contract claims (2.2) 205 Work on settlement conference brief. Vague, ambiguous, and potentially duplicative (entries Intertwined Overruled $ 510.00 $255.00 300.00 203, 205, 207, 208, 209, 210); Unrelated to Contract Francis, Carrie M 3/18/2021 1.70 $ 816.00 Claims and/or intertwined with non-contract claims 206 212.00 Continued drafting settlement Intertwined Overruled $ 1420.40 $710.20 conference memorandum's discussion of the relevant facts, including reviewing documents disclosed by the Network to determine what documents would best inform Judge Bibles about the facts in the case (2.1); continued drafting section addressing our claims, our theories and facts supporting them, and the potential weaknesses of our claim (3.7); drafted the relief section in the settlement conference memorandum (.9). Duplicative of Demand Letter (3.7); Unrelated to Contract Claims and/or intertwined with non-contract Lauxman, Timothy 3/19/2021 6.70 $ 2,010.00 claims (6.7) 207 212.00 Revised the settlement Intertwined Overruled $ 339.20 $169.60 memorandum conference for typos, and also reorganized information to enhance clarity and make it more persuasive (.9); began finalizing the exhibits and the citations to ensure the key factual statements in the memorandum are fully supported (.7). Clerical (1.6); Unrelated to Contract Claims and/or Lauxman, Timothy 3/20/2021 1.60 $ 480.00 intertwined with non-contract claims (1.6) 208 212.00 Revised the settlement memorandum Intertwined Overruled $ 296.80 $148.40 conference for typos, and also reorganized information to enhance clarity and make it more persuasive (1.2); finalized the exhibits and the citations to ensure the key factual statements in the memorandum Duplicative (1.2 - entry 208 (virtually identical entry)); are fully supported (.2). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 3/21/2021 1.40 $ 420.00 non-contract claims (1.4) 209 212.00 Finalized the exhibits and the Intertwined Overruled (1.5); Sustained (.4) $ 318.00 $159.00 citations to ensure the key factual statements in the memorandum are fully supported (1.5); worked with staff to Duplicative (1.5 - entry 209); Clerical (.4); Unrelated to make sure we provided Judge Bibles Contract Claims and/or intertwined with non-contract with our memorandum in compliance claims (1.9) with her order (.4). Lauxman, Timothy 3/22/2021 1.50 $ 570.00 210 Finalize Plaintiff's settlement brief Intertwined Overruled $ 360.00 $180.00 (1); correspondence with Dr. Gonzalez Unrelated to Contract Claims and/or intertwined with 300.00 regarding settlement non-contract claims (1.2); Vague and ambiguous (1) Francis, Carrie M 3/22/2021 1.20 $ 576.00 conference hearing (.2). 211 212.00 Reviewed USHRN's settlement Intertwined Overruled $ 233.20 $116.60 conference memorandum, and reviewed the caselaw cited in it to support to evaluate the strength of that caselaw. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 3/23/2021 1.10 $ 330.00 non-contract claims 212 Telephone conference with Intertwined Overruled $ 750.00 $375.00 Magistrate and all counsel regarding settlement conference 300.00 procedure (.4) ; review and analyze USHRN counter offer (.6); draft 30(b)(6) topic areas for conferral Unrelated to Contract Claims and/or intertwined with Francis, Carrie M with S.Leonhardt (1.5). 3/23/2021 2.50 $ 1,200.00 non-contract claims (2.5); Duplicative (.6 - entry 212) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 63 of 91

213 212.00 Reviewed the list of deposition Intertwined Overruled $ 487.60 $243.80 topics for USHRN's corporate representative (.8); began preparing our second set of requests for production (.8); revised our interrogatory responses and MIDP responses to match the information we have learned throughout the case and Dr. Gonzalez's deposition testimony (.7). Duplicative (.8 on topics for USHRN deposition - entry 213); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 3/24/2021 2.30 $ 690.00 with non-contract claims (2.3) 214 $864 Work on updated damage Clerical (.2); Duplicative (.7 - entry 212); Unrelated to Intertwined Overruled (1.6); Sustained (.2) $ 480.00 $240.00 disclosure (.5); amended Non- Contract Claims and/or intertwined with non-contract Uniform Interrogatories responses claims (1.8); Duplicative (.7 - entries 212, 213) and second set of document requests (.4); serve 30(b)(6) topic area conferral notice on USHRN counsel (.2); review USHRN 300.00 settlement memo (.7).

Francis, Carrie M 3/24/2021 1.60 215 212.00 Finished preparing our second set Intertwined Overruled $ 508.80 $254.40 of requests for production (1.7); revised our interrogatory responses and MIDP responses to match the information we have learned throughout the case and Dr. Gonzalez's deposition testimony (.7). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 3/25/2021 2.40 $ 720.00 non-contract claims (2.4) 216 212.00 Finalized our second set of Intertwined Overruled (.3); Sustained (.4) $ 63.60 $31.80 requests for production, and supplemental interrogatory and MIDP responses; prepared notices for each of our discovery requests and responses (.3); worked with staff to file the notices and send Clerical (.4); Unrelated to Contract Claims and/or Lauxman, Timothy 3/26/2021 0.30 $ 210.00 our discovery requests and responses intertwined with non-contract claims (.7) 217 Review and finalize second set of Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 210.00 $105.00 Francis, Carrie M 3/26/2021 0.70 300.00 $ 336.00 written discovery for service. non-contract claims; vague and ambiguous 218 Continue to prepare for settlement Intertwined Overruled $ 540.00 $270.00 conference (.9); correspondence with Unrelated to Contract Claims and/or intertwined with 300.00 Dr. Gonzalez regarding same (.3); non-contract claims; vague and ambiguous (1.8) review discovery supplement Francis, Carrie M 3/29/2021 1.80 $ 864.00 (.6). 219 Process and load supplemental Dr. Intertwined Overruled $ 140.00 $70.00 Gonzalez data for review in Relativity Clerical; Unrelated to Contract Claims and/or 100.00 (1.1); Prepare and verify supplemental intertwined with non-contract claims (1.4) production set from Petersen, Vic 3/31/2021 1.40 $ 350.00 Relativity (.3). 220 212.00 Prepared documents for production, and Intertwined Overruled (.2); Sustained (.2) $ 42.40 $21.20 updated our MIDP response (.2); Clerical (.4); Unrelated to Contract Claims and/or prepared a notice of supplemental MIDP intertwined with non-contract claims (.4) response for Lauxman, Timothy 3/31/2021 0.20 $ 120.00 filing (.2). 221 Work on settlement conference Vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 480.00 $240.00 Francis, Carrie M 4/1/2021 1.60 300.00 $ 768.00 preparations. and/or intertwined with non-contract claims 222 212.00 Reviewed each party's settlement Intertwined Overruled $ 424.00 $212.00 conference memoranda (.5); attended the settlement conference with J. Bibles (1); Duplicative (1 + .5 - entry 224); Unrelated to Contract discussed next steps with C.Francis Claims and/or intertwined with non-contract claims (2) and Dr. Gonzalez (.5).

Lauxman, Timothy 4/2/2021 2.00 $ 600.00 223 Continue to prepare for settlement Intertwined Overruled $ 900.00 $450.00 conference with Magistrate (1.5); Unrelated to Contract Claims and/or intertwined with 300.00 participate in same with Dr. non-contract claims (3) Gonzalez (1); develop further Francis, Carrie M 4/2/2021 3.00 $ 1,440.00 discovery strategy (.5). 224 212.00 $1,110.00 Began outlining the questions for Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 784.40 $392.20 our Rule 30(b)(6) deposition of Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, USHRN's representative, including 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, background questions, and then 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, questions regarding USHRN's 337, 338, 339, 340, 341); Unrelated to Contract Claims decision to hire Dr. Gonzalez, and and/or intertwined with non-contract claims the terms of the various contracts that Dr. Gonzalez entered while employed at USHRN.

Lauxman, Timothy 4/5/2021 3.70 225 212.00 Continued drafting the questions for our Intertwined (.4) Overruled $ 212.00 $169.60 30(b)(6) deposition of USHRN's representative regarding terms of Dr. Gonzalez's contracts while employed at Excessive Prep for Depositions of USHRN 30(b)(6) USHRN (.6); drafted an email to Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, S.Leonhardt demanding they respond to 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, our 30(b)(6) topics, inform us of the 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, representative(s) for each category, and 337, 338, 339, 340, 341); Unrelated to Contract Claims provide us dates their representative(s) and/or intertwined with non-contract claims (.4) will be available for the deposition (.4).

Lauxman, Timothy 4/6/2021 1.00 $ 300.00 226 Office conference with T.Lauxman Intertwined Overruled $ 120.00 $60.00 regarding 30(b)(6) deposition conferral (.2); correspondence with Defendant's IC (.2); Clerical (.2); Unrelated to Contract Claims 300.00 counsel regarding conferral and and/or intertwined with non-contract claims (.4) deposition Francis, Carrie M 4/6/2021 0.40 $ 192.00 scheduling (.2). Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 64 of 91

227 212.00 $150.00 Reviewed S.Leonhardt's letter Duplicative (entry 229 ); Unrelated to Contract Claims Intertwined Overruled $ 106.00 $53.00 responding to our topics for the and/or intertwined with non-contract claims 30(b)(6), and took notes on the areas of contention and USHRN's arguments against our topics.

Lauxman, Timothy 4/10/2021 0.50 228 Analyze Plaintiff's objections to Intertwined Overruled $ 300.00 $150.00 30(b)(6) topic area designations (.6); outline issues for response conferral to same with T.Lauxman (I believe this should say "Analyze Defendant's 300.00 (.4). objections"); IC (.4); Unrelated to Contract Claims and/or intertwined with non-contract claims

Francis, Carrie M 4/12/2021 1.00 $ 480.00 229 212.00 Began preparing a response to Intertwined Overruled $ 63.60 $31.80 S.Leonhardt's objections to our suggested Rule 30(b)(6) deposition Unrelated to Contract Claims and/or intertwined with testimony categories. non-contract claims

Lauxman, Timothy 4/14/2021 0.30 $ 90.00 230 212.00 Continued drafting responses to Intertwined Overruled $ 508.80 $254.40 S.Leonhardt's letter regarding our Rule 30(b)(6) deposition categories, including presenting arguments on how each of the specified categories would relate to the issues in the case to rebut their arguments that the information in those categories are

Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 4/18/2021 2.40 $ 720.00 non-contract claims 231 212.00 Continued drafting responses to Intertwined Overruled $ 487.60 $243.80 S.Leonhardt's letter, including reviewing documents that provide support for our relevance arguments. Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 4/19/2021 2.30 $ 690.00 232 212.00 Finalized our letter responding to Clerical (.6); Unrelated to Contract Claims and/or Intertwined Overruled $ 190.80 $95.40 S.Leonhardt's objections to the intertwined with non-contract claims (.9) 30(b)(6) categories (.3); drafted the notice of 30(b)(6) deposition (.6). Lauxman, Timothy 4/20/2021 0.90 $ 270.00 233 Office conference with T.Lauxman IC (.3); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 90.00 $45.00 regarding response to 30(b)(6) with non-contract claims objections.

Francis, Carrie M 4/20/2021 0.30 $ 144.00 234 212.00 Finalized the notice of 30(b)(6) Intertwined Overruled (.9); Sustained (.3) $ 190.80 $95.40 deposition (.5); worked with staff to file the notice (.3); drafted an email to S.Leonhardt regarding the notice and response letter, as well as accepting the proposed deposition dates for the persons that USHRN made available to respond to the 30(b)(6) categories (.4).

Clerical (.5 + .3); Unrelated to Contract Claims and/or Lauxman, Timothy 4/21/2021 0.90 $ 360.00 intertwined with non-contract claims (1.2) 235 Review USHRN financial history Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 240.00 $120.00 300.00 documents (.5); analyze discovery non-contract claims (.8); vague and ambiguous (.8) Francis, Carrie M 4/22/2021 0.80 $ 384.00 dispute issues (.3). 236 Analyze USHRN 30(b)(6) discovery Intertwined Overruled $ 600.00 $300.00 position (.2); office conference with IC (.4); Unrelated to Contract Claims and/or intertwined T.Lauxman regarding response to same 300.00 with non-contract claims (2); vague and ambiguous in preparation for telephone conferral (1.4) (.4); work Francis, Carrie M 4/26/2021 2.00 $ 960.00 on 30(b)(6) deposition prep issues 237 212.00 Reviewed USHRN's discovery Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 63.60 $31.80 responses to our second set of non-contract claims Lauxman, Timothy 4/26/2021 0.30 $ 90.00 interrogatories. 238 Further work on 30(b)(6) conferral Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 750.00 $375.00 300.00 (.2); preparations for 30(b)(6) non-contract claims (2.5); vague and ambiguous (2.3) Francis, Carrie M 4/27/2021 2.50 $ 1,200.00 depositions (2.3). 239 212.00 Drafted letter pointing out the Intertwined Overruled $ 402.80 $201.40 deficiencies in USHRN's responses to our second set of discovery requests, focusing on the relevance of each category and the evidence that supports our further inquiry Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy into those categories. 4/27/2021 1.90 $ 570.00 non-contract claims 240 Prepare for conferral on 30(b)(6) issues Intertwined Overruled $ 570.00 $285.00 and USHRN Requests for Production Unrelated to Contract Claims and/or intertwined with 300.00 responses (1.4); non-contract claims conferral on same (.5). Francis, Carrie M 4/28/2021 1.90 $ 912.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 65 of 91

241 212.00 Finalized letter discussing the Intertwined Overruled $ 212.00 $106.00 deficiencies of USHRN's responses to our second set of discovery requests (.6); participated in a meet-and-confer call discussing the potential to redepose USHRN's appointed representatives, the 30(b)(6) subjects including which areas we agreed upon, which we will revise, and which we will take to the judge, as well as the deficiencies in USHRN's discovery responses, in line with our letter on the same subject (.4) Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 4/28/2021 1.00 $ 300.00 non-contract claims (1); duplicative (.4 - entry 241) 242 212.00 Reviewed our 30(b)(6) notice and made Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 169.60 $84.80 changes based S.Leonhardt's objections. non-contract claims Lauxman, Timothy 5/7/2021 0.80 $ 240.00 243 Work on new 30(b)(6) notice draft topic Duplicative (entry 243); Unrelated to Contract Claims Intertwined Overruled $ 240.00 $120.00 300.00 areas. and/or intertwined with non-contract claims; vague and Francis, Carrie M 5/7/2021 0.80 $ 384.00 ambiguous 244 212.00 Prepared letter specifying how we would Intertwined Overruled $ 339.20 $169.60 limit our requests for production based Unrelated to Contract Claims and/or intertwined with on our April 28 non-contract claims meet-and-confer with S.Leonhardt. Lauxman, Timothy 5/10/2021 1.60 $ 480.00 245 $864.00 Work on discovery dispute issues Unrelated to Contract Claims and/or intertwined with Intertwined Overruled (1.3); Sustained (.3) $ 390.00 $195.00 (.5); revise 30(b)(6) draft notice non-contract claims (1.8); vague and ambiguous (1.8) with topic areas (1.3). 300.00

Francis, Carrie M 5/10/2021 1.30 246 212.00 Reviewed USHRN's response to our Intertwined Overruled $ 445.20 $222.60 requests for production, including the Unrelated to Contract Claims and/or intertwined with documents and the new objections to our non-contract claims requests for Lauxman, Timothy 5/11/2021 2.10 $ 630.00 production. 247 Analyze USHRN Requests for Intertwined Overruled $ 450.00 $225.00 Production supplement (1.1); office IC (.4); duplicatative (1.1 - entry 247); Unrelated to 300.00 conference with T.Lauxman regarding Contract Claims and/or intertwined with non-contract related discovery motion claims (1.5) Francis, Carrie M 5/11/2021 1.50 $ 720.00 (.4). 248 212.00 Drafted email to S.Leonhardt regarding Intertwined Overruled $ 127.20 $63.60 its supplemental responses to our requests for production, including raising concerns about the responses provided and requesting a meet and confer to discuss those concerns. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 5/12/2021 0.60 $ 180.00 non-contract claims 249 Further work on discovery dispute Intertwined Overruled (.6); Sustained (.2) $ 180.00 $90.00 motions with T.Lauxman (.3); work on IC (.3 - discovery dispute motions); Clerical (.2); vague 300.00 deposition scheduling issues (.2); work and ambiguous (.8); Unrelated to Contract Claims on Dr. Gonzalez's and/or intertwined with non-contract claims (.8) Francis, Carrie M 5/12/2021 0.60 $ 384.00 disclosure supplement (.3). 250 212.00 Phone call with Dr. Gonzalez discussing Intertwined Overruled (4.2); Sustained (.3) $ 890.40 $445.20 discovery responses and productions by both parties (.7); revised our responses based on my conversation with Dr. Gonzalez (1); reviewed documents provided by Dr. Gonzalez (1.7); correspondence with C. Francis and S.Leonhardt discussing the difference between that document and the documents provided by USHRN (.8); worked with staff to prepare the documents provided for disclosure to USHRN (.3). IC (.8); Clerical (.3); Unrelated to Contract Claims Lauxman, Timothy 5/13/2021 4.20 $ 1,350.00 and/or intertwined with non-contract claims (4.5) 251 Process and load Dr. Gonzalez data Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 50.00 $25.00 Petersen, Vic 5/13/2021 0.50 100.00 $ 125.00 for review in Relativity. intertwined with non-contract claims 252 Work on USHRN discovery dispute Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 180.00 $90.00 300.00 and partial budget production issues. non-contract claims; vague and ambiguous Francis, Carrie M 5/13/2021 0.60 $ 288.00 253 Process and load Dr. Gonzalez data into Intertwined Overruled $ 160.00 $80.00 Relativity for review (1.2); Prepare and Clerical (1.6); Unrelated to Contract Claims and/or 100.00 verify supplemental intertwined with non-contract claims (1.6) production set from Relativity (.4). Petersen, Vic 5/14/2021 1.60 $ 400.00 254 212.00 Meet-and-confer call with Intertwined Overruled $ 869.20 $434.60 S.Leonhardt discussing its supplemental responses to our requests for production, including the scope of the documents we're seeking in response to our requests for USHRN's funding, budgets and expenses and the level of detail reflected in those documents, as well as our concerns about USHRN's compliance with its obligations to engage in a reasonable inquiry when preparing its responses and its objection to searching Dr. Gonzalez's emails (.7); finishing preparing documents for disclosure, including the additional documents provided by Dr. Gonzalez (.7); prepared our response to USHRN's requests for production (2.2); revised our interrogatory responses to USHRN based on the bates labeling for our production (.5).

Clerical (.7 - preparing docs for disclosure); Clerical (.5); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 5/14/2021 4.10 $ 1,230.00 with non-contract claims (4.1) 255 Revise Non-Uniform Intertwined Overruled (.3); Sustained (.3) $ 90.00 $45.00 Interrogatories responses and 300.00 supplemental disclosure (.3); work on IC (.3); Unrelated to Contract Claims and/or intertwined discovery issues with T.Lauxman (.3). Francis, Carrie M 5/14/2021 0.30 $ 288.00 with non-contract claims (.6); vague and ambiguous 256 212.00 Reviewed the joint notice of discovery Intertwined Overruled $ 466.40 $233.20 dispute provided by S.Leonhardt regarding our Rule 30(b)(6) topics (.3); began preparing our part of that notice by responding on a topic-by-topic notice (1.5); began outlining our portion of a joint notice of discovery dispute on the requests for production and USHRN's reasonable inquiry (.4).

Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 5/15/2021 2.20 $ 660.00 non-contract claims (2.2) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 66 of 91

257 212.00 Drafted our portion of a joint notice of Intertwined Overruled $ 402.80 $201.40 discovery dispute on the requests for production and USHRN's reasonable inquiry, including framing the limited issue involved in the requests for production related to USHRN's funding, budgets, and expenses, and drafted the section that discussed our request regarding USHRN's communications and its reasonable inquiry when responding to all discovery requests. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 5/16/2021 1.90 $ 570.00 non-contract claims (1.9) 258 212.00 Finalized our potions of both joint Intertwined Overruled $ 254.40 $127.20 notices of discovery dispute, including reviewing them for grammatical errors and typos, and sent them to S.Leonhardt requesting they promptly finalize their portion to we could file the both notices immediately. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 5/17/2021 1.20 $ 360.00 non-contract claims (1.2) 259 Work on discovery dispute filings with Duplicative (entries 257, 258, 259); IC (.5); Unrelated to Intertwined Overruled $ 150.00 $75.00 T.Lauxman. Contract Claims and/or intertwined with non-contract 300.00 claims; vague and ambiguous

Francis, Carrie M 5/17/2021 0.50 $ 240.00 260 $3,360.00 Work on 30(b)(6) deposition issues Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 2100.00 $1,050.00 (1.4); outline deposition questions Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, for USHRN witnesses with 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, potential exhibits (5.6). 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims 300.00 and/or intertwined with non-contract claims (7)

Francis, Carrie M 5/18/2021 7.00 261 212.00 Email with S.Leonhardt regarding the Intertwined Overruled $ 381.60 $190.80 current status of the joint notices and the documents USHRN was producing as Excessive Prep for Depositions of USHRN 30(b)(6) agreed upon during our meet-and-confer Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, the previous Friday (.3); began 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, reviewing and gathering documents that 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, to use as deposition exhibits or to 337, 338, 339, 340, 341); Unrelated to Contract Claims prepare for depositions (1.5). and/or intertwined with non-contract claims (1.8)

Lauxman, Timothy 5/19/2021 1.80 $ 540.00 262 Correspondence with USHRN counsel Clerical (.3); Unrelated to Contract Claims and/or Intertwined Overruled (.2); Sustained (.3) $ 60.00 $30.00 regarding 30(b)(6) issues/disputes (.2); intertwined with non-contract claims (.5); vague and 300.00 work on budget production issues (.3). ambiguous (.5) Francis, Carrie M 5/19/2021 0.20 $ 240.00 263 212.00 Continued reviewing and gathering Intertwined Overruled $ 1208.40 $604.20 documents that to use as deposition exhibits or to prepare for depositions (1.4); continued outlining deposition questions for each Rule 30(b)(6) Excessive Prep for Depositions of USHRN 30(b)(6) deponent, based on the topics assigned Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, to that deponent, the timing of the 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, deposition compared to the other 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, deponents, and the exhibits that best suit 337, 338, 339, 340, 341); Unrelated to Contract Claims the topic and deponent (4.1); emailed and/or intertwined with non-contract claims (5.7) S.Leonhardt regarding unassigned topics (.2).

Lauxman, Timothy 5/20/2021 5.70 $ 1,710.00 264 Further work on 30(b)(6) Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 450.00 $225.00 issues/preparations. Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims; vague and 300.00 ambiguous

Francis, Carrie M 5/20/2021 1.50 $ 720.00 265 212.00 Continued reviewing and gathering Intertwined Overruled $ 932.80 $466.40 documents that to use as deposition exhibits or to prepare for depositions (2.6); continued outlining deposition questions for each Rule 30(b)(6) deponent, based on the topics assigned Clerical (.6); Excessive Prep for Depositions of USHRN to that deponent, the timing of the 30(b)(6) Witnesses (122.4 - entries 225, 226, 261, 262, deposition compared to the other 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, deponents, and the exhibits that best suit 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, the topic and deponent (1.2); reviewed 334, 335, 337, 338, 339, 340, 341); Unrelated to S.Leonhardt's completed portion of the Contract Claims and/or intertwined with non-contract joint notice and worked with staff and claims (4.4) S.Leonhardt to file the joint notices (.6).

Lauxman, Timothy 5/21/2021 4.40 $ 1,320.00 266 Correspondence with Dr. Gonzalez Intertwined Overruled $ 240.00 $120.00 regarding deposition prep (.2); work on IC (.6); Unrelated to Contract Claims and/or intertwined 300.00 dispute notice filing with T.Lauxman with non-contract claims (.8); vague and ambiguous (.6) (.6). Francis, Carrie M 5/21/2021 0.80 $ 384.00 267 212.00 Continued drafting the Rule 30(b)(6) Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 212.00 $106.00 deposition outline, focusing on Ms. Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, Johnson-Blanco's deposition and her 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, topics. 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 5/25/2021 1.00 $ 300.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 67 of 91

268 212.00 Continued drafting Rule 30(b)(6) Clerical (.2); Excessive Prep for Depositions of USHRN Intertwined Sustained (.2); Overruled (2.6) $ 551.20 $275.60 outline, including reviewing documents 30(b)(6) Witnesses (122.4 - entries 225, 226, 261, 262, for use as exhibits, organizing topics and 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, drafting questions (2.1); emails with Dr. 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, Gonzalez and S.Leonhardt regarding the 334, 335, 337, 338, 339, 340, 341); Unrelated to schedule of depositions (.2); email with Contract Claims and/or intertwined with non-contract S.Leonhardt regarding 2019 Form 990 claims (2.8) and Financial Reports (.5).

Lauxman, Timothy 5/26/2021 2.60 $ 840.00 269 Work on USHRN deposition prep Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 150.00 $75.00 issues. Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims 300.00 and/or intertwined with non-contract claims; vague and ambiguous

Francis, Carrie M 5/26/2021 0.50 $ 240.00 270 212.00 Phone call with S.Leonhardt regarding Intertwined Overruled $ 763.20 $381.60 the Financial Reports, including how they are structured and how they relate to the budgets and profit-and-loss statements (.4); continued drafting the Rule 30(b)(6) deposition outline, Excessive Prep for Depositions of USHRN 30(b)(6) focusing on Ms. Crooms-Robinson, Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, including organizing the topics based on 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, their relationship, ordering the structure 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, of the deposition topics, sub-topics and 337, 338, 339, 340, 341); Unrelated to Contract Claims questions, and drafting questions, and/or intertwined with non-contract claims (3.6) including those questions related to the exhibits (3.2).

Lauxman, Timothy 5/27/2021 3.60 $ 1,080.00 271 212.00 Email to C. Francis explaining the IC (.3); Excessive Prep for Depositions of USHRN Intertwined Overruled $ 636.00 $318.00 situation with budgets and financial 30(b)(6) Witnesses (122.4 - entries 225, 226, 261, 262, Reports (.3; continued drafting Rule 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 30(b)(6) outline, including reviewing 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, documents for use as exhibits, 334, 335, 337, 338, 339, 340, 341); Unrelated to organizing topics Contract Claims and/or intertwined with non-contract and drafting questions (2.7). claims (3)

Lauxman, Timothy 5/28/2021 3.00 $ 900.00 272 Work on discovery dispute hearing IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 390.00 $195.00 Francis, Carrie M 5/28/2021 1.30 300.00 $ 624.00 issues with T.Lauxman. with non-contract claims; vague and ambiguous 273 212.00 Continued drafting the Rule 30(b)(6) Intertwined Overruled $ 593.60 $296.80 deposition outline, focusing on Dr. Vickie Casanova- Willis, including Excessive Prep for Depositions of USHRN 30(b)(6) organizing the topics based on their Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, relationship, ordering the structure of the 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, deposition topics, sub-topics and 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, questions, and drafting questions, 337, 338, 339, 340, 341); Unrelated to Contract Claims including those questions related and/or intertwined with non-contract claims to the exhibits. Lauxman, Timothy 5/29/2021 2.80 $ 840.00 274 212.00 Email to S.Leonhardt following up Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 508.80 $254.40 on call from last week on Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, outstanding document requests 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, (.2); continued to prepare outlines 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, for Rule 30(b)(6) depositions (1.9); 337, 338, 339, 340, 341); Unrelated to Contract Claims began reviewing discovery disputes and/or intertwined with non-contract claims (2.4) (.3).

Lauxman, Timothy 6/1/2021 2.40 $ 720.00 275 Work on discovery issues with IC (.6); Unrelated to Contract Claims and/or intertwined Intertwined Sustained $ 0.00 $0 Francis, Carrie M 6/1/2021 0.60 300.00 $ 288.00 T.Lauxman with non-contract claims; vague and ambiguous 276 212.00 Reviewed discovery dispute and Intertwined Overruled $ 932.80 $466.40 prepared notes for oral argument on discovery disputes (1.2); phone call with C. Francis discussing the strategy for the oral argument (.3); participated in the oral argument (1); phone call with C. Francis discussing the outcome of the oral argument and discuss our strategy going forward (.3); began preparing an email and list of proposed search terms (1.4); IC (.3); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 6/2/2021 4.40 $ 1,320.00 with non-contract claims (4.4) 277 Prepare supplemental plaintiff Intertwined Overruled $ 120.00 $60.00 production set for review in Relativity Clerical (1.2); Unrelated to Contract Claims and/or 100.00 (.3); Process and load Dr. Gonzalez data intertwined with non-contract claims (1.2) into Relativity for Petersen, Vic 6/2/2021 1.20 $ 300.00 review (.9). 278 Office conference with T.Lauxman IC (.6); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 180.00 $90.00 300.00 regarding discovery dispute hearing with non-contract claims; vague and ambiguous Francis, Carrie M 6/2/2021 0.60 $ 288.00 rulings and analyze same. 279 212.00 Email to S.Leonhardt regarding Intertwined Overruled $ 127.20 $63.60 proceeding with the depositions, proposing agreeing to search terms for Dr. Gonzalez's and USHRN's board members' email account, and discussing stipulation to extend discovery Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 6/3/2021 0.60 $ 180.00 non-contract claims 280 Work on discovery dispute hearing Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 120.00 $60.00 Francis, Carrie M 6/3/2021 0.40 300.00 $ 192.00 follow up with S.Leonhardt. non-contract claims; vague and ambiguous 281 212.00 Responded to S.Leonhardt's email Intertwined Overruled $ 84.80 $42.40 responding to our proposed approach to Unrelated to Contract Claims and/or intertwined with discovery going forward. non-contract claims Lauxman, Timothy 6/4/2021 0.40 $ 120.00 282 Prepare Gonzalez production set Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 110.00 $55.00 Petersen, Vic 6/4/2021 1.10 100.00 $ 275.00 from Relativity. intertwined with non-contract claims 283 Revise correspondence related to Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 6/4/2021 0.30 300.00 $ 144.00 discovery issues. non-contract claims; vague and ambiguous Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 68 of 91

284 212.00 Worked with staff to send a Intertwined Overruled (.3); Sustained (.3) $ 63.60 $31.80 supplemental MIDP response and file a notice regarding the same (.3); reviewed and responded to S.Leonhardt's emails Clerical (.3 - filing notice of MIDP response); Unrelated regarding outstanding discovery issues to Contract Claims and/or intertwined with non- and our most recent MIDP response contract claims (.6) (.3). Lauxman, Timothy 6/7/2021 0.30 $ 180.00 285 Office conference with T.Lauxman IC (.4); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 120.00 $60.00 Francis, Carrie M 6/7/2021 0.40 300.00 $ 192.00 regarding discovery disputes. with non-contract claims; vague and ambiguous 286 212.00 Responded to S.Leonhardt's email Intertwined Sustained (.4); Overruled (.7) $ 148.40 $74.20 (.2); reviewed email and attachment from Dr. Gonzalez regarding Roberto Borrero (.5); began the process of requesting the transcript from the June 2 hearing in order to respond to S.Leonhardt (.4). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 6/8/2021 0.70 $ 330.00 non-contract claims (1.1); Clerical (.4) 287 $1,440.00 Work on 30(b)(6) deposition issues IC (.6); Excessive Prep for Depositions of USHRN Intertwined Overruled $ 900.00 $450.00 (2.4); work on discovery disputes 30(b)(6) Witnesses (122.4 - entries 225, 226, 261, 262, with T.Lauxman (.6). 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract 300.00 claims (3); vague and ambiguous

Francis, Carrie M 6/8/2021 3.00 288 212.00 Prepared supplement to MIDP Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 42.40 $21.20 based on deadline for the close of fact non-contract claims Lauxman, Timothy 6/10/2021 0.20 $ 60.00 discovery. 289 212.00 Clerical; Unrelated to Contract Claims and/or Intertwined Sustained $ 0.00 $0 intertwined with non-contract claims

Lauxman, Timothy 6/11/2021 0.30 $ 90.00 Worked with staff to file the MIDP.

290 Work on final supplement vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 90.00 $45.00 disclosure. and/or intertwined with non-contract claims Francis, Carrie M 6/11/2021 0.30 300.00 $ 144.00

291 212.00 Reviewed USHRN's 6th Intertwined Overruled $ 1060.00 $530.00 supplemental MIDP response, including the documents produced and the additional arguments raised in the supplement (1); reviewed Arizona law regarding the statute of limitations applicable to actions based on employment contracts, as well as bases for tolling the statement of limitations (3.6); email to C. Francis discussing the new arguments presented in the MIDP and documents disclosed Duplicative (3.6 - entries 171, 181); IC (.4); Unrelated and not disclosed (.4). to Contract Claims and/or intertwined with non-contract Lauxman, Timothy 6/14/2021 5.00 $ 1,500.00 claims (1.4) 292 Work on efforts to compel Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 120.00 $60.00 Francis, Carrie M 6/14/2021 0.40 300.00 $ 192.00 production of BOD recordings. non-contract claims; vague and ambiguous 293 212.00 Email to S.Leonhardt demanding Intertwined Overruled $ 21.20 $10.60 USHRN disclose the financial Unrelated to Contract Claims and/or intertwined with documents USHRN had failed to non-contract claims Lauxman, Timothy 6/15/2021 0.10 $ 30.00 disclose 294 Francis, Carrie M Work on supplemental disclosures No Objection Raised $ 150.00 $150.00 300.00 regarding statute of limitation defenses. 6/15/2021 0.50 $ 240.00 295 Lauxman, Timothy 212.00 Phone call with C. Francis Intertwined Overruled $ 954.00 $477.00 discussing our response to the new arguments in USHRN's most recent MIDP response (.4); researched continuing breaches of a contract and the effect the statute of limitations and when a plaintiff may file a claim (1.8); prepared a revised MIDP response to address USHRN's new arguments (1.3); phone call with IT staff to discuss the mechanism for transferring Dr. Gonzalez's email account (.2); reviewed the transcript of the June 2 hearing to determine the precise bases for the court denying without prejudice our motion to compel the production of Dr. Gonzalez's emails (.5); emailed Dr. Gonzalez regarding her email account (.2). IC (.4); Duplicative (1.8 - entries 171, 181); Clerical (.2 - call with IT staff); Unrelated to Contract Claims and/or 6/16/2021 4.50 $ 1,350.00 intertwined with non-contract claims (2.7) 296 Finalize Sixth Supplemental IC (.3); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 6/16/2021 0.30 300.00 $ 144.00 Disclosure with T.Lauxman. with non-contract claims 297 Prepare USHRN document for review in Intertwined Overruled $ 180.00 $90.00 Relativity (.4; Prepare Dr. Gonzalez documents for review in Relativity (1.1); prepare and verify production set from Relativity (.3). Clerical (1.8); Unrelated to Contract Claims and/or 100.00 intertwined with non-contract claims (1.8)

Petersen, Vic 6/16/2021 1.80 $ 450.00 298 212.00 Drafted and sent letter to S.Leonhardt Intertwined Overruled (1.7); Sustained (.4) $ 360.40 $180.20 regarding the outstanding discovery issues, including Dr. Gonzalez's emails, the emails and phone records of USHRN's board members, and the recordings of USHRN's board meetings; reviewed the documents disclosd in USHRN's 7th supplemental MIDP response (1.7); worked with staff to file our 6th supplemental MIDP response addressing USHRN's statute of limitations arguments (.4). Clerical (.4); Unrelated to Contract Claims and/or Lauxman, Timothy 6/17/2021 1.70 $ 630.00 intertwined with non-contract claims (2.1) 299 Work on email discovery dispute (.5); Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 420.00 $210.00 300.00 revise draft dispute conferral letter (.6); non-contract claims (1.4); vague and ambiguous (.5 + work on 7th .3) Francis, Carrie M 6/17/2021 1.40 $ 672.00 Supplemental Disclosure ( 3) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 69 of 91

300 212.00 Phone call with S.Leonhardt Intertwined Overruled $ 275.60 $137.80 regarding our letter discussing the outstanding discovery issues and the parties' joint stipulation to extend the dispositive motion, deposition, and subpoena deadlines (.6); email to Dr. Gonzalez regarding our production Duplicative (.6 - entry 302); Unrelated to Contract and her review of her records (.7). Claims and/or intertwined with non-contract claims Lauxman, Timothy 6/18/2021 1.30 $ 390.00 (1.3) 301 Prepare for discovery dispute call with Duplicative (.6 - entry 301); Unrelated to Contract Intertwined Overruled $ 300.00 $150.00 300.00 S.Leonhardt (.4); call on same Claims and/or intertwined with non-contract claims (1) Francis, Carrie M 6/18/2021 1.00 $ 480.00 (.6). 302 212.00 Reviewed Dr. Gonzalez's email Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 42.40 $21.20 regarding her review of her records. non-contract claims Lauxman, Timothy 6/21/2021 0.20 $ 60.00 303 Work on draft discovery deadline Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 6/21/2021 0.20 300.00 $ 96.00 stipulation. intertwined with non-contract claims 304 212.00 Emailed Dr. Gonzalez regarding Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 84.80 $42.40 access to her USHRN email account. non-contract claims Lauxman, Timothy 6/22/2021 0.40 $ 120.00 305 212.00 Emails with staff regarding the thumb Intertwined Sustained $ 0.00 $0 drive provided by S.Leonhardt and the Clerical; Unrelated to Contract Claims and/or process of intertwined with non-contract claims Lauxman, Timothy uploading those documents. 6/23/2021 0.10 $ 30.00 306 212.00 Emails with staff regarding the Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 21.20 $10.60 format and searches of Dr. Gonzalez's intertwined with non-contract claims Lauxman, Timothy 6/25/2021 0.10 $ 30.00 email account. 307 Prepare initial Gonzales production set Intertwined Overruled $ 80.00 $40.00 for secure file transfer (.3); Download Clerical (.8); Unrelated to Contract Claims and/or 100.00 and stage native emails intertwined with non-contract claims (.8) Petersen, Vic 6/25/2021 0.80 $ 200.00 from USHRN (.5). 308 212.00 $570.00 Reviewed USHRN's financial Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 402.80 $201.40 documents for their content, non-contract claims (1.9) including the information contained within each document and the relevant information provided in each (1.5); created spreadsheet to log the information from USHRN's financial documents (.4).

Lauxman, Timothy 6/27/2021 1.90 309 212.00 Finished reviewing USHRN's financial Intertwined Overruled $ 1314.40 $657.20 documents and logging the relevant information contained therein (.8); began reviewing the documents in Dr. Gonzalez's @ushrn.org email account, prioritizing her communications with USHRN's board members (5.4). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 6/28/2021 6.20 $ 1,860.00 non-contract claims (6.2) 310 Process and load native USHRN Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 70.00 $35.00 Petersen, Vic 6/28/2021 0.70 100.00 $ 175.00 emails into Relativity for review. intertwined with non-contract claims 311 212.00 Reviewed documents USHRN produced Intertwined Overruled $ 1441.60 $720.80 via thumb drive, including documents responsive to search terms "rivera," "crooms," and "casanova" (5.6); created a log of key documents from my review and noted how those documents could be used going forward (1.2). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 6/29/2021 6.80 $ 2,040.00 non-contract claims (6.8) 312 212.00 Finished reviewing emails between Intertwined Overruled $ 1335.60 $667.80 Rachel Rivera and Dr. Gonzalez (3.7); email to C. Francis discussing the absence of emails provided by USHRN via the thumb drive (.3); emailed S.Leonhardt regarding the issues with the documents produced via the thumb drive (.2); reviewed documents responsive to searching "kellogg" and "maulik" (2.1). IC (.3); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 6/30/2021 6.30 $ 1,890.00 with non-contract claims (6.3) 313 Office conference with T.Lauxman re IC (.5); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 150.00 $75.00 300.00 Gonzalez email production with non-contract claims (.5); vague and ambiguous Francis, Carrie M 6/30/2021 0.50 $ 240.00 issues. 314 212.00 Reviewed emails from Dr. Gonzalez Intertwined Overruled $ 84.80 $42.40 and C. Francis (.2); finished reviewing IC (.2); Unrelated to Contract Claims and/or intertwined documents responsive to the search term with non-contract claims (.4) Lauxman, Timothy "Maulik" (.2) 7/1/2021 0.40 $ 120.00 315 Office conference with T.Lauxman Intertwined Overruled (.1); Sustained (.1) $ 30.00 $15.00 regarding status of discovery issues (.1); IC (.1); Unrelated to Contract Claims and/or intertwined 300.00 correspondence with Dr. with non-contract claims (.2) Gonzalez regarding USHRN income Francis, Carrie M 7/1/2021 0.10 $ 96.00 (.1). 316 212.00 Reviewed documents USHRN produced Intertwined Overruled $ 1123.60 $561.80 via thumb drive, including documents responsive to search terms "jennings," "soohoo," "latosha," "garcia," "gainsborough," and "novo" (4.7); continued logging of key documents from my review and noted how those documents could be used going forward (.6). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/4/2021 5.30 $ 1,590.00 non-contract claims (5.3) 317 212.00 Reviewed documents USHRN Intertwined Overruled $ 593.60 $296.80 produced via thumb drive, including documents responsive to search terms "andrade," "allen," "valeria," "valerie," and "board" (2.5); continued logging of key documents from my review and noted how those documents could be used going forward (.3). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/5/2021 2.80 $ 840.00 non-contract claims (2.8) 318 212.00 Finished reviewing the first batch of IC (.2); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 996.40 $498.20 emails provided by USHRN (3.5); with non-contract claims (4.7) reviewed the second batch of emails provided by USHRN, which only included emails in Dr. Gonzalez's @ushrnetwork.org sent or received after June 2020 (1); emailed C. Francis and S.Leonhardt regarding the absence of emails from December 2018 through June 2020 (.2). Lauxman, Timothy 7/6/2021 4.70 $ 1,410.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 70 of 91

319 212.00 $1,860.00 Reviewed the legal elements for all Duplicative (1.9 - entries 66, 67, 79, 292 )Excessive Intertwined Overruled $ 1314.40 $657.20 claims and defenses in the case Prep (1.9); assessed how the deposition for Depositions of USHRN 30(b)(6) Witnesses (122.4 - categories aligned with each claim entries 225, 226, 261, 262, 264, 265, 266, 268, 269, or defense (1); began compiling 270, evidence that would match each 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, claim or defense and began 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, drafting questions that relate to 341); Unrelated to Contract Claims and/or intertwined each claim, defense, and relevant with non-contract claims (6.2) evidence (4.3).

Lauxman, Timothy 7/7/2021 6.20 320 212.00 $1,350.00 Continued compiling documents to Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 954.00 $477.00 use to support our deposition Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, questioning (3.2); drafted key or 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 'ultimate goal' questions, organized 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, by the claim, category, and 337, 338, 339, 340, 341); Unrelated to Contract Claims supporting evidence (1.3). and/or intertwined with non-contract claims (4.5)

Lauxman, Timothy 7/8/2021 4.50 321 212.00 Email to S.Leonhardt regarding USHRN Intertwined Overruled $ 106.00 $53.00 production (.1); reviewed text messages Unrelated to Contract Claims and/or intertwined with between Eric Tars, Lisa Crooms- non-contract claims (.5) Robinson and Dr. Lauxman, Timothy 7/9/2021 0.50 $ 150.00 Gonzalez (.4). 322 Process and load USHRN data into Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 120.00 $60.00 Petersen, Vic 7/12/2021 1.20 100.00 $ 300.00 Relativity for review. intertwined with non-contract claims (1.2) 323 212.00 Began reviewing the newly provided Intertwined Overruled $ 1229.60 $614.80 documents from opposing that include Dr. Gonzalez's @ushnetwork.org email account's files from November 2018 through June 2020 (5.1); reviewed the documents for relevancy to this dispute and made special notes for documents that we may want to use as deposition Excessive Prep for Depositions of USHRN 30(b)(6) Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims (5.8)

Lauxman, Timothy 7/12/2021 5.80 $ 1,740.00 324 212.00 Continued reviewing documents in Dr. Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 848.00 $424.00 Gonzalez's @ushrnetwork.org email Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, account, focusing on the 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, communications between her and 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, USHRN's board members, and for 337, 338, 339, 340, 341); Unrelated to Contract Claims relevancy to this case and for potential and/or intertwined with non-contract claims (4) use as deposition exhibits.

Lauxman, Timothy 7/13/2021 4.00 $ 1,200.00 325 212.00 Continued reviewing documents in Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 254.40 $127.20 Dr. Gonzalez's @ushrnetwork.org email Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, account, focusing on the 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, communications between her and 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, USHRN's board members, and for 337, 338, 339, 340, 341); Unrelated to Contract Claims relevancy to this case and for potential and/or intertwined with non-contract claims use as deposition exhibits.

Lauxman, Timothy 7/14/2021 1.20 $ 360.00 326 212.00 Continued reviewing documents in Dr. Intertwined Overruled $ 1081.20 $540.60 Gonzalez's @ushrnetwork.org email account, focusing on the communications between her and Excessive Prep for Depositions of USHRN 30(b)(6) USHRN's board members, as well as Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, communications between Dr. Gonzalez 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, and important persons including 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, Salimah Hankins, Latesha Cooperwood, 337, 338, 339, 340, 341); Unrelated to Contract Claims Rachel Rivera, and Cynthia Allen, and and/or intertwined with non-contract claims for relevancy to this case and for potential use as deposition exhibits.

Lauxman, Timothy 7/15/2021 5.10 $ 1,530.00 327 212.00 Continued reviewing documents in Intertwined Overruled $ 1441.60 $720.80 Dr. Gonzalez's @ushrnetwork.org email account, focusing on the communications between Dr. Gonzalez and important persons including Salimah Hankins, Latesha Excessive Prep for Depositions of USHRN 30(b)(6) Cooperwood, Rachel Rivera, and Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, Cynthia Allen, and for relevancy to this 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, case and for potential use as deposition 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, exhibits. 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims

Lauxman, Timothy 7/16/2021 6.80 $ 2,040.00 328 Work on USHRN unemployment Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 360.00 $180.00 response records production (.4); Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, prepare for 30(b)(6) deposition (.8). 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 300.00 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims (1.2); vague Francis, Carrie M 7/16/2021 1.20 $ 576.00 and ambiguous (1.2) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 71 of 91

329 212.00 Continued reviewing documents in Dr. Overruled $ 1653.60 $1,653.60 Gonzalez's @ushrnetwork.org email account, focusing on the communications between Dr. Gonzalez and important persons including Salimah Hankins, Latesha Cooperwood, Rachel Rivera, Cynthia Block-billing; Excessive Prep for Depositions of Allen, Cindy Soohoo, Cathy Albisa, USHRN 30(b)(6) Witnesses (122.4 - entries 225, 226, Keith Jennings, Devon Kearney, Crista 261, 262, Noel, Stephanie Franklin, Efia 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, Ngawaza; reviewed documents 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, responsive to key word searches, 334, 335, 337, 338, 339, 340, 341); Unrelated to including key words PSLF, student Contract Claims and/or intertwined with non-contract loans, credit card reconciliation, and the claims names and email addresses of funding groups; reviewed documents for relevancy to this case and for potential use as deposition exhibits. Lauxman, Timothy 7/17/2021 7.80 $ 2,340.00 330 212.00 $3,120.00 Drafted Rule 30(b)(6) outline for all Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 2204.80 $1,102.40 deponents, working from the Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, claims and defenses in the case, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, how they corresponded to the 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, categories noticed for the 337, 338, 339, 340, 341); Unrelated to Contract Claims deposition and the key questions and/or intertwined with non-contract claims (10.4) we'd like answered regarding each claim and defense (6.8); assembled deposition exhibits for each claim, defense and category, and drafted questions to lead the witnesses through issues and exhibits to the most favorable answer(3.6).

Lauxman, Timothy 7/18/2021 10.40 331 Prepare production scoping search Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 50.00 $25.00 in Relativity. intertwined with non-contract claims

Petersen, Vic 7/19/2021 0.50 100.00 $ 125.00

332 212.00 Drafted Rule 30(b)(6) outline for all Clerical ("assembled" language - 4.6); Excessive Prep Intertwined Overruled $ 2734.80 $1,367.40 deponents, working from the for claims and defenses in the case, Depositions of USHRN 30(b)(6) Witnesses (122.4 - how they corresponded to the entries 225, 226, 261, 262, 264, 265, 266, 268, 269, categories noticed for the 270, deposition and the key questions 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, we'd like answered regarding each 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, claim and defense (8.3); assembled 341); Unrelated to Contract Claims and/or intertwined deposition exhibits for each claim, with non-contract claims (12.9) defense and category, and drafted questions to lead the witnesses through issues and exhibits to the Lauxman, Timothy 7/19/2021 12.90 $ 3,870.00 most favorable answer (4.6). 333 Work on 30(b)(6) deposition prep. Vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 600.00 $300.00 and/or intertwined with non-contract claims

Francis, Carrie M 7/19/2021 2.00 300.00 $ 960.00

334 212.00 Reviewed the deposition outlines to Clerical (1.1); Excessive Prep for Depositions of Intertwined Overruled $ 233.20 $116.60 ensure all potential exhibits were USHRN 30(b)(6) Witnesses (122.4 - entries 225, 226, accounted for, and worked with staff to 261, 262, produce the potential deposition exhibits 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, to S.Leonhardt (.7); emails to staff and 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, S.Leonhardt to finalize the time and 334, 335, 337, 338, 339, 340, 341); Unrelated to procedure of the deposition (.4). Contract Claims and/or intertwined with non-contract claims (1.1) Lauxman, Timothy 7/20/2021 1.10 $ 330.00 335 Prepare and verify Gonzalez Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 130.00 $65.00 production set from Relativity. intertwined with non-contract claims

Petersen, Vic 7/20/2021 1.30 100.00 $ 325.00

336 Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 450.00 $225.00 Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims; vague and Further work on 30(b)(6) deposition ambiguous 300.00 prep.

Francis, Carrie M 7/20/2021 1.50 $ 720.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 72 of 91

337 212.00 Duplicative (entry 339); Excessive Prep for Depositions Intertwined Overruled $ 636.00 $318.00 of USHRN 30(b)(6) Witnesses (122.4 - entries 225, 226, Attended 30(b)(6) deposition of 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, USHRN, representative Vickie 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, Casanova-Willis, and took notes on Dr. 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated Casanova-Willis's answer and assisted to Contract Claims and/or intertwined with non- C. Francis by providing additional contract claims information or offering suggestions on questioning whenever possible.

Lauxman, Timothy 7/21/2021 3.00 $ 900.00 338 Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 1200.00 $600.00 Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, Continue to prepare for 30(b)(6) 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, deposition (.5); take deposition of 337, 338, 339, 340, 341); Unrelated to Contract Claims 300.00 and/or intertwined with non-contract claims (4) V. Casanova (3); meet with Dr. Gonzalez regarding same (.5).

Francis, Carrie M 7/21/2021 4.00 $ 1,920.00 339 212.00 Attended 30(b)(6) deposition of Duplicative (entry 341); Excessive Prep for Depositions Intertwined Overruled $ 1272.00 $636.00 USHRN, representatives Marcia of USHRN 30(b)(6) Witnesses (122.4 - entries 225, Johnson-Blanco and Lisa Crooms- 226, Robinson, and took notes on the 261, 262, 264, 265, 266, 268, 269, 270, 271, 272, 274, deponents' answers and assisted C. 275, 288, 320, 321, 324, 325, 326, 327, 328, 329, 330, Francis by providing additional 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated information or offering suggestions to Contract Claims and/or intertwined with noncontract on questioning whenever possible. claims

Lauxman, Timothy 7/22/2021 6.00 $ 1,800.00 340 Continue to prepare for 30(b)(6) Excessive Prep for Depositions of USHRN 30(b)(6) Intertwined Overruled $ 1950.00 $975.00 depositions ofr Lisa Crooms and Marcia Witnesses (122.4 - entries 225, 226, 261, 262, 264, 265, Johnson (.5); take 30(b)(6) depositions 266, 268, 269, 270, 271, 272, 274, 275, 288, 320, 321, of Lisa Crooms and Marcia Johnson (6). 324, 325, 326, 327, 328, 329, 330, 331, 333, 334, 335, 337, 338, 339, 340, 341); Unrelated to Contract Claims and/or intertwined with non-contract claims (6.5) 300.00

Francis, Carrie M 7/22/2021 6.50 $ 3,120.00 341 212.00 Reviewed notes from depositions (.3); Intertwined Overruled $ 254.40 $127.20 emailed S.Leonhardt seeking documents promised by deponents or relevant to deponents' testimony (.2); drafted supplemental disclosure regarding defenses to indemnity claim (.4); and produced documents from Dr. Duplicative (.3 (review of notes) - entres 339, 341); Gonzalez's email account (.3). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 7/26/2021 1.20 $ 360.00 non-contract claims (.8) 342 Work on supplemental disclosure Intertwined Overruled $ 60.00 $30.00 (.1); work on supplement document Unrelated to Contract Claims and/or intertwined with 300.00 request per deposition testimony (.1). non-contract claims (.2); vague and ambiguous Francis, Carrie M 7/26/2021 0.20 $ 96.00 343 212.00 Continued reviewing documents Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 339.20 $169.60 from Dr. Gonzalez's USHRN email non-contract claims Lauxman, Timothy 8/4/2021 1.60 $ 480.00 account. 344 212.00 Reviewed documents from Dr. Intertwined Overruled $ 1568.80 $784.40 Gonzalez's USHRN email account, focusing on emails to and from Rachel Unrelated to Contract Claims and/or intertwined with Rivera and Salimah Hankins (6.3); non-contract claims (7.4) logged the emails with Lauxman, Timothy 8/5/2021 7.40 $ 2,220.00 relevant information (1.1). 345 212.00 Reviewed documents from Dr. Intertwined Overruled $ 826.80 $413.40 Gonzalez's USHRN email account, focusing on emails to and from Salimah Unrelated to Contract Claims and/or intertwined with Hankins, Cynthia Allen, and Cynthia non-contract claims; Unrelated to Contract Claims Soohoo (3.2); logged the emails with and/or intertwined with non-contract claims (3.9) relevant information (.7). Lauxman, Timothy 8/6/2021 3.90 $ 1,170.00 346 212.00 Continued reviewing documents from Intertwined Overruled $ 1229.60 $614.80 Dr. Gonzalez's @ushrnetwork email account, including emails sent or received by Cythnia Soohoo and Cynthia Allen, and Latesha Unrelated to Contract Claims and/or intertwined with Cooperwood. non-contract claims

Lauxman, Timothy 8/9/2021 5.80 $ 1,740.00 347 212.00 Continued reviewing documents Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 678.40 $339.20 from Dr. Gonzalez's @ushrnetwork non-contract claims email account, including emails sent or received by Latesha Lauxman, Timothy 8/10/2021 3.20 $ 960.00 Cooperwood, Radhika, and Saladin. 348 212.00 Finished reviewing emails in Dr. Unrelated to Contract Claims and/or intertwined with Intertwined Overruled (1.5); Sustained (.3) $ 318.00 $159.00 Gonzalez's @ushrnetwork email non-contract claims (1.8); clerical (.3) account (1.5); worked with staff to produce documents from Dr. Gonzalez's email account and other Lauxman, Timothy 8/11/2021 1.50 $ 540.00 documents (.3). 349 212.00 Email to S.Leonhardt regarding Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 42.40 $21.20 outstanding documents that non-contract claims Lauxman, Timothy 8/12/2021 0.20 $ 60.00 USHRN has not produced. 350 Work with T.Lauxman regarding IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 90.00 $45.00 Francis, Carrie M 8/12/2021 0.30 300.00 $ 144.00 final supplemental disclosure. with non-contract claims; vague and ambiguous 351 212.00 Began reviewing and summarizing Intertwined Overruled $ 106.00 $53.00 USHRN 30(b)(6) deposition, deponent Unrelated to Contract Claims and/or intertwined with Vickie Casanova-Willis, including non-contract claims grouping testimony by topic. Lauxman, Timothy 8/13/2021 0.50 $ 150.00 352 212.00 Continued reviewing and Intertwined Overruled $ 636.00 $318.00 summarizing USHRN 30(b)(6) deposition, deponent Vickie Casanova- Willis, including grouping testimony by Unrelated to Contract Claims and/or intertwined with topic. Lauxman, Timothy 8/14/2021 3.00 $ 900.00 non-contract claims Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 73 of 91

353 212.00 Email to S.Leonhardt regarding their Intertwined Overruled $ 84.80 $42.40 failure to produce documents responsive to categories specified in prior email, and requesting they hold a time to meet and confer and assert their objections, if any, to Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 8/16/2021 0.40 $ 120.00 production. non-contract claims 354 Work on discovery disputes and MIDP Intertwined Overruled $ 630.00 $315.00 supplement (.5); work on Motion for Unrelated to Contract Claims and/or intertwined with 300.00 Summary Judgment non-contract claims (2.1); vague and ambiguous (2.1) Francis, Carrie M 8/16/2021 2.10 $ 1,008.00 preliminary research (1 6) 355 212.00 Reviewed email from S.Leonhardt Intertwined Overruled $ 42.40 $21.20 regarding USHRN's potential objections and intended timeline for production, Unrelated to Contract Claims and/or intertwined with and as well as an email from Dr. non-contract claims Gonzalez regarding Lauxman, Timothy 8/17/2021 0.20 $ 60.00 her current circumstances. 356 212.00 Continued reviewing USHRN's 30(b)(6) Intertwined Overruled $ 572.40 $286.20 deposition testimony, focusing on Marcia Johnson- Blanco's testimony, Unrelated to Contract Claims and/or intertwined with taking notes on the testimony given and non-contract claims the pages Lauxman, Timothy 8/18/2021 2.70 $ 810.00 for those sections. 357 212.00 Discussed with C. Francis how to Intertwined Overruled $ 614.80 $307.40 preserve our right to the responsive documents that USHRN had failed to produce (.4); drafted Dr. Gonzalez's portion of a joint notice of discovery dispute regarding USHRN's failure to produce or assert objections (2.5). IC (.4); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 8/20/2021 2.90 $ 870.00 with non-contract claims (2.9) 358 Unrelated to Contract Claims and/or intertwined with Intertwined Sustained $ 0.00 $0 Francis, Carrie M 8/20/2021 0.50 300.00 $ 240.00 Work on discovery issues. non-contract claims; vague and ambiguous 359 212.00 Emailed draft joint notice of Intertwined Overruled $ 63.60 $31.80 discovery dispute to S.Leonhardt and demanded they either produce the responsive documents or specify their objections and complete their portion of the notice. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 8/21/2021 0.30 $ 90.00 non-contract claims 360 Process and load USHRN Intertwined Overruled $ 120.00 $60.00 production set for review in Relativity 100.00 (1); Prepare supplemental Dr. Gonzalez Clerical (1.2); Unrelated to Contract Claims and/or production set from Relativity (.2). Petersen, Vic 8/23/2021 1.20 $ 300.00 intertwined with non-contract claims (1.2) 361 212.00 Reviewed documents produced by Intertwined Overruled $ 742.00 $371.00 USHRN to determine whether they had provided the documents requested (3.1); Unrelated to Contract Claims and/or intertwined with emailed S.Leonhardt about deficiencies non-contract claims in Lauxman, Timothy 8/23/2021 3.50 $ 1,050.00 their production (.4). 362 Work on USHRN supplemental Duplicative (.6 + .5 (USHRN supplemental production) - Intertwined Overruled $ 960.00 $480.00 production issues (.6); spot review same entries 362, 364); IC (1.6); Unrelated to Contract 300.00 (.5); work on MSJ outline with Claims and/or intertwined with non-contract claims; T.Lauxman (1.6); work on final vague and ambiguous (3.2) Francis, Carrie M 8/23/2021 3.20 $ 1,536.00 supplemental disclosure (.5). 363 212.00 Reviewed documents produced by Intertwined Overruled $ 190.80 $95.40 USHRN to ensure all documents had Unrelated to Contract Claims and/or intertwined with been produced (.7); emailed S.Leonhardt non-contract claims (.9) about its deficient Lauxman, Timothy 8/24/2021 0.90 $ 270.00 production (.2). 364 Continue to analyze USHRN late IC (.5); Duplicative (.5 - entries 362, 364, 366); Intertwined Overruled $ 570.00 $285.00 production with T.Lauxman (.5); Unrelated to Contract Claims and/or intertwined with 300.00 review USHRN final supplemental non- contract claims (1.9) disclosure (1.4). Francis, Carrie M 8/24/2021 1.90 $ 912.00 365 212.00 Phone call with C. Francis Intertwined Overruled $ 296.80 $148.40 discussing the bases for our motion for summary judgment (.6); reviewed IC (.6); Unrelated to Contract Claims and/or intertwined documents produced by USHRN (.6); with non-contract claims (1.4) email S.Leonhardt regarding Lauxman, Timothy 8/25/2021 1.40 $ 420.00 deficiencies (.2). 366 Further work on MSJ outline with IC (.6); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 180.00 $90.00 Francis, Carrie M 8/25/2021 0.60 300.00 $ 288.00 T.Lauxman. with non-contract claims; vague and ambiguous 367 Process and load USHRN Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 70.00 $35.00 100.00 production set into Relativity for review. intertwined with non-contract claims Petersen, Vic 8/26/2021 0.70 $ 175.00 368 Analyze insurance coverage issues (.4); Intertwined Overruled $ 210.00 $105.00 telephone conference with USHRN Duplicative (.4 - entry 370); Unrelated to Contract 300.00 counsel regarding Motion for Summary Claims and/or intertwined with non-contract claims (.7) Judgment settlement Francis, Carrie M 9/2/2021 0.70 $ 336.00 (.3). 369 212.00 Reviewed USHRN's insurance policy to Intertwined Overruled $ 42.40 $21.20 determine whether defenses costs are included in maximum amount the policy Unrelated to Contract Claims and/or intertwined with provides, and how the policy applies to non-contract claims our claims Lauxman, Timothy 9/3/2021 0.20 $ 60.00 370 212.00 Reviewed and took notes on deposition Intertwined Overruled $ 212.00 $106.00 testimony of Marcia Johnson-Blanco, including a summary of her testimony Duplicative (entry 357); Unrelated to Contract Claims and separating topic areas of and/or intertwined with non-contract claims testimony. Lauxman, Timothy 9/4/2021 1.00 $ 300.00 371 212.00 Reviewed and took notes on deposition Intertwined Overruled $ 381.60 $190.80 testimony of Marcia Johnson-Blanco, including a summary of her testimony Duplicative (entry 357); Unrelated to Contract Claims and separating topic areas of and/or intertwined with non-contract claims testimony. Lauxman, Timothy 9/5/2021 1.80 $ 540.00 372 212.00 Reviewed and took notes on deposition Intertwined Overruled $ 402.80 $201.40 testimony of Lisa Crooms-Robinson, including a summary of her testimony Unrelated to Contract Claims and/or intertwined with and separating topic areas of non-contract claims testimony. Lauxman, Timothy 9/7/2021 1.90 $ 570.00 373 212.00 Reviewed and took notes on deposition Intertwined Overruled $ 190.80 $95.40 testimony of Lisa Crooms-Robinson, including a summary of her testimony Unrelated to Contract Claims and/or intertwined with and separating topic areas of non-contract claims testimony. Lauxman, Timothy 9/8/2021 0.90 $ 270.00 374 212.00 Strategized with C. Francis regarding Intertwined Overruled $ 42.40 $21.20 motion for summary judgment, IC; Unrelated to Contract Claims and/or intertwined anticipating USHRN's arguments, and with non-contract claims our contemplated Lauxman, Timothy 9/9/2021 0.20 $ 60.00 settlement letter. Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 74 of 91

375 212.00 Reviewed documents and USHRN's Intertwined Overruled $ 254.40 $127.20 30(b)(6) testimony to gather exhibits to our motion for summary judgment (.8); began outlining the motion for summary judgment, focusing on the factual bases and how those bases relate to our legal arguments (.4). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/15/2021 1.20 $ 360.00 non-contract claims (1.2) 376 212.00 Continued outlining our motion (.7); Intertwined Overruled $ 360.40 $180.20 continued reviewing documents, testimony, and my own notes to determine the exhibits to support our motion (.5); began drafting the factual statement section of our motion (.5). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/16/2021 1.70 $ 510.00 non-contract claims (1.7) 377 212.00 Continued reviewing documents, Intertwined Overruled $ 805.60 $402.80 testimony, and my own notes to determine the exhibits to support our motion (1); continued drafting the factual statement section of our motion (2.2); researched for specific statements from case law that best support our arguments Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/17/2021 3.80 $ 1,140.00 (.6). non-contract claims (3.8) 378 212.00 Continued drafting motion for Intertwined Overruled $ 1272.00 $636.00 summary judgment, including arguments related to contract formation, employee status and implied contraction, modification, and limitation of USHRN's right to indemnity. Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/20/2021 6.00 $ 1,800.00 non-contract claims (6) 379 Work on Motion for Summary Vague and ambiguous; Unrelated to Contract Claims Intertwined Overruled $ 900.00 $450.00 300.00 Judgment preparation issues and and/or intertwined with non-contract claims Francis, Carrie M 9/20/2021 3.00 $ 1,440.00 research for same. 380 212.00 Finished drafting argument section, Intertwined Overruled $ 932.80 $466.40 including arguments supporting our claims of breach of contract and good faith and fair dealing and against USHRN's counterclaim for indemnity, and revised the fact section to include all facts Unrelated to Contract Claims and/or intertwined with necessary for our arguments. Lauxman, Timothy 9/21/2021 4.40 $ 1,320.00 non-contract claims (4.4) 381 212.00 Gathered evidence to support our Intertwined Overruled $ 1081.20 $540.60 facts, adding citations, and revising facts Unrelated to Contract Claims and/or intertwined with and arguments based on the evidence non-contract claims Lauxman, Timothy 9/22/2021 5.10 $ 1,530.00 that we are using 382 212.00 Continued gathering evidence and Intertwined Overruled $ 1441.60 $720.80 revising cites (2.1); revised the fact and argument sections based on C. Francis comments, including revising the modification section to undermine USHRN's arguments, the facts section discussing renegotiation, and adding more Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 9/23/2021 6.80 $ 2,040.00 detail regarding damages (4.7). non-contract claims 383 Edit draft Motion for Summary IC (.6); Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 1200.00 $600.00 300.00 Judgment (3.4); office conference with with non-contract claims (4); vague and ambiguous T.Lauxman regarding same (.6). (3.4) Francis, Carrie M 9/23/2021 4.00 $ 1,920.00 384 212.00 Continued gathering evidence and Intertwined Overruled $ 1971.60 $985.80 revising cites (4); revised the fact and argument sections based on C. Francis comments, including revising the modification section to undermine USHRN's arguments, the facts section discussing renegotiation, and adding Duplicative (9.3 - entry 383 (which is identical except more for time billed)); Unrelated to Contract Claims and/or Lauxman, Timothy 9/24/2021 9.30 $ 2,790.00 detail regarding damages (5.3). intertwined with non-contract claims (9.3) 385 Finalize and file Motion for IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 1200.00 $600.00 300.00 Summary Judgment with T.Lauxman. with non-contract claims; vague and ambiguous; clerical Francis, Carrie M 9/24/2021 4.00 $ 1,920.00 (filing) 386 212.00 Reviewed USHRN's motion for Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 233.20 $116.60 summary judgment and specific non-contract claims Lauxman, Timothy 9/25/2021 1.10 $ 330.00 exhibits attached in support. 387 212.00 Reviewed court's orders regarding Intertwined Overruled $ 42.40 $21.20 USHRN's motion to seal, and discussed IC; Unrelated to Contract Claims and/or intertwined with C. Francis how to with non-contract claims use that issue as leverage in settlement Lauxman, Timothy 9/29/2021 0.20 $ 60.00 proposal 388 212.00 Reviewed case law and other Intertwined Overruled $ 212.00 $106.00 authorities cited in USHRN's motion for summary judgment to determine if there Unrelated to Contract Claims and/or intertwined with are any problematic authorities. Lauxman, Timothy 10/2/2021 1.00 $ 300.00 non-contract claims 389 212.00 Began letter setting forth our settlement Intertwined Overruled $ 932.80 $466.40 demand based on the parties' motions for Unrelated to Contract Claims and/or intertwined with summary judgment and realities of non-contract claims additional litigation. Lauxman, Timothy 10/3/2021 4.40 $ 1,320.00 390 212.00 Finished drafting letter setting forth our Intertwined Overruled $ 275.60 $137.80 settlement demand based on the parties' Unrelated to Contract Claims and/or intertwined with motions for summary judgment and non-contract claims realities of Lauxman, Timothy 10/4/2021 1.30 $ 390.00 additional litigation. 391 Work on motion to seal/Motion for Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 300.00 $150.00 300.00 Summary Judgment opposition issues. non-contract claims; vague and ambiguous Francis, Carrie M 10/4/2021 1.00 $ 480.00 392 212.00 Email correspondence to and from Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 84.80 $42.40 Dr. Gonzalez regarding settlement non-contract claims Lauxman, Timothy 10/5/2021 0.40 $ 120.00 negotiations. 393 Work on draft settlement Intertwined Overruled $ 1500.00 $750.00 correspondence with T.Lauxman and Dr. Gonzalez (1.6); analyze Defendant's IC (1.6); Duplicative (1.9 + 1.5 - entries 387, 388, 389); 300.00 Motion for Summary Judgment and Unrelated to Contract Claims and/or intertwined with outline evidentiary issues with same for non-contract claims (5) response Francis, Carrie M 10/5/2021 5.00 $ 2,400.00 (1.9)); review cited testimony (1.5). 394 212.00 Reviewed Dr. Gonzalez's email Intertwined Overruled $ 42.40 $21.20 regarding settlement negotiations (.1); Duplicative (.1 (review of Gonzalez email) - entry 394); reviewed USHRN's filing submitting Unrelated to Contract Claims and/or intertwined with unsealed versions of non-contract claims (.2) Lauxman, Timothy 10/7/2021 0.20 $ 60.00 their exhibits (.1). 395 Telephone conference with Dr. Intertwined Overruled $ 210.00 $105.00 Gonzalez regarding settlement/Motion Unrelated to Contract Claims and/or intertwined with 300.00 for Summary non-contract claims Francis, Carrie M 10/7/2021 0.70 $ 336.00 Judgment strategy. 396 212.00 Reviewed draft settlement offer letter to Duplicative (entries 390, 391, 394, 396); Unrelated to Intertwined Overruled $ 21.20 $10.60 USHRN. Contract Claims and/or intertwined with non-contract Lauxman, Timothy 10/11/2021 0.10 $ 30.00 claims Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 75 of 91

397 212.00 Reviewed exhibits supporting USHRN's Intertwined Overruled $ 212.00 $106.00 motion, and began gathering documents Duplicative (entry 387); Unrelated to Contract Claims to rebut and/or intertwined with non-contract claims Lauxman, Timothy 10/12/2021 1.00 $ 300.00 USHRN's exhibits. 398 Correspondence with S.Leonhardt Clerical; Unrelated to Contract Claims and/or Intertwined Overruled $ 30.00 $15.00 300.00 regarding Motion for Summary intertwined with non-contract claims Francis, Carrie M 10/12/2021 0.10 $ 48.00 Judgment response extension. 399 212.00 Reviewed emails from S.Leonhardt Intertwined Overruled $ 63.60 $31.80 regarding stipulating to an extension to the dispositive motion deadlines; Block-billing; Duplicative (entry 399); Clerical; reviewed exhibits to USHRN's motion Unrelated to Contract Claims and/or intertwined with for summary non- contract claims

Lauxman, Timothy 10/13/2021 0.30 $ 90.00 judgment. 400 Edit draft settlement correspondence. Duplicative (entries 390, 391, 394, 396); Unrelated to Intertwined Overruled $ 390.00 $195.00 300.00 Contract Claims and/or intertwined with non-contract Francis, Carrie M 10/13/2021 1.30 $ 624.00 claims 401 212.00 Review emails sent by Dr. Gonzalez Duplicative (entry 403); Unrelated to Contract Claims Intertwined Overruled $ 21.20 $10.60 Lauxman, Timothy 10/22/2021 0.10 $ 30.00 regarding USHRN's operations. and/or intertwined with non-contract claims 402 Correspondence with Dr. Gonzalez Intertwined Overruled $ 1290.00 $645.00 regarding USHRN's operations (.2); work on Motion for Summary Judgment Unrelated to Contract Claims and/or intertwined with 300.00 opposition brief draft (1.6); conduct non-contract claims (4.3); vague and ambiguous (4.1) needed research on Francis, Carrie M 10/22/2021 4.30 $ 2,064.00 same (2.5). 403 212.00 Reviewed emails from Dr. Gonzalez Duplicative (entries 402, 403); Unrelated to Contract Intertwined Overruled $ 21.20 $10.60 Lauxman, Timothy 10/25/2021 0.10 $ 30.00 regarding USHRN's operations. Claims and/or intertwined with non-contract claims 404 Work on USHRN program suspension Intertwined Overruled $ 600.00 $300.00 second supplemental disclosures (.2); Unrelated to Contract Claims and/or intertwined with 300.00 work on Motion for Summary Judgment non-contract claims (2); vague and ambiguous (2) opposition Francis, Carrie M 10/25/2021 2.00 $ 960.00 draft and exhibits for same (1.8). 405 212.00 Reviewed caselaw cited by Intertwined Overruled $ 466.40 $233.20 USHRN's motion, focusing on statute of limitations arguments, and separately researched defenses to the statute of Lauxman, Timothy limitations (1.7); began outlining response to USHRN's motion, including defenses to statute of limitations arguments (.5). Duplicative (1.7 - entry 389); Unrelated to Contract 10/27/2021 2.20 $ 660.00 Claims and/or intertwined with non-contract claims (.5) 406 212.00 Reviewed caselaw cited by USHRN's Intertwined Overruled $ 381.60 $190.80 motion, focusing on defenses to the statute of limitations (1); continued Lauxman, Timothy outlining response to USHRN's motion (.4); began pulling exhibits to use in response to USHRN's motion (.4). Duplicative (1 - entries 389, 406); Unrelated to Contract 10/28/2021 1.80 $ 540.00 Claims and/or intertwined with non-contract claims (.8) 407 Continue to work on Motion for Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 1050.00 $525.00 10/28/2021 3.50 300.00 $ 1,680.00 Summary Judgment opposition non-contract claims; vague and ambiguous Francis, Carrie M arguments/evidence. 408 212.00 Continued pulling exhibits to use in Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 106.00 $53.00 Lauxman, Timothy 10/29/2021 0.50 $ 150.00 response to USHRN's motion. non-contract claims 409 212.00 Continued pulling exhibits to use in Intertwined Overruled $ 508.80 $254.40 support of our response to USHRN's motion for summary judgment, focusing on documents that undermined the validity of USHRN's board meeting minutes (.8); reviewed exhibits to USHRN's motion for bases for other evidentiary objections (.9); reviewed Ninth Circuit caselaw regarding hearsay and the business- operations exclusion (.7). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 10/31/2021 2.40 $ 720.00 non-contract claims (2.4) 410 212.00 Continued pulling exhibits to use in Intertwined Overruled $ 954.00 $477.00 support of our response to USHRN's motion for summary judgment, focusing on documents that undermined the validity of USHRN's board meeting minutes and statute-of-limitations defense (1.3); reviewed exhibits to USHRN's motion for bases for other evidentiary objections and the precise evidence supporting USHRN's motion to find weaknesses in USHRN's argument (1); began drafting response to USHRN's motion, focusing on rebutting USHRN's statute-of- limitations defense (2.2).

Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 11/1/2021 4.50 $ 1,350.00 non-contract claims (2.3); CC (2.2) 411 212.00 Continued pulling exhibits to use in Intertwined Overruled $ 890.40 $445.20 support of our response to USHRN's motion for summary judgment, focusing on documents that undermined the validity of USHRN's board meeting minutes and statute-of-limitations defense (.3); reviewed exhibits to USHRN's motion for bases for other evidentiary objections and the precise evidence supporting USHRN's motion to find weaknesses in USHRN's argument (.6); continued drafting response to USHRN's motion, focusing on asserting our objections to USHRN's exhibits, rebutting USHRN's statute-of- limitations defenses and and USHRN's indemnification claim (3.3).

Duplicative (entry 411 (which is practically identical except for time billed)); Unrelated to Contract Claims Lauxman, Timothy 11/2/2021 4.20 $ 1,260.00 and/or intertwined with non-contract claims (4.2) 412 Review correspondence from Dr. Intertwined Overruled $ 1020.00 $510.00 Gonzalez regarding USHRN operations Duplicative (.4 - entries 402, 403, 404); Unrelated to 300.00 (.4); further work on Motion for Contract Claims and/or intertwined with non-contract Summary Judgment claims (3.4); vague and ambiguous (3) Francis, Carrie M 11/2/2021 3.40 $ 1,632.00 opposition (3). 413 212.00 Reviewed exhibits to USHRN's motion Intertwined Overruled $ 466.40 $233.20 for bases for other evidentiary objections and the precise evidence supporting USHRN's motion to find weaknesses in USHRN's argument (.5); continued drafting response to USHRN's motion, focusing on USHRN's indemnification claim (1.7). Unrelated to Contract Claims and/or intertwined with Lauxman, Timothy 11/3/2021 2.20 $ 660.00 non-contract claims (.5); CC (1.7) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 76 of 91

414 212.00 Revised the motion for typos and Intertwined Overruled $ 233.20 $116.60 to ensure citations to exhibits were in Clerical; Unrelated to Contract Claims and/or proper form, including exhibits having intertwined with non-contract claims Lauxman, Timothy 11/5/2021 1.10 $ 330.00 appropriate numbering. 415 Further work on Motion for Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 180.00 $90.00 Francis, Carrie M 11/5/2021 0.60 300.00 $ 288.00 Summary Judgment opposition. non-contract claims; vague and ambiguous 416 212.00 Corrected labeling of an exhibit in Intertwined Overruled $ 21.20 $10.60 support of our response to Clerical; Unrelated to Contract Claims and/or USHRN's motion for summary intertwined with non-contract claims Lauxman, Timothy 11/7/2021 0.10 $ 30.00 judgment 417 212.00 Prepared our response to USHRN's Intertwined Overruled $ 784.40 $392.20 motion for summary judgment for filing by reviewing for typos and other errors, made minor changes to our response, finalized the exhibits for filing (3.3); worked with staff to timely file our response and its supporting exhibits (.4). Clerical (3.7); Unrelated to Contract Claims and/or Lauxman, Timothy 11/8/2021 3.70 $ 1,110.00 intertwined with non-contract claims (3.7) 418 Finalize and file opposition to Intertwined Overruled $ 720.00 $360.00 USHRN Motion for Summary Judgment with exhibits (1.3); multiple office conferences with T.Lauxman regarding 300.00 same (.6); analyze USHRN opposition to summary judgment filings for reply brief preparation (.5). Clerical (1.3); IC (.6); Unrelated to Contract Claims Francis, Carrie M 11/8/2021 2.40 $ 1,152.00 and/or intertwined with non-contract claims (2.4); 419 212.00 Worked with staff to file corrected Intertwined Sustained $ 0.00 $0 exhibits in support of our response to Clerical; Unrelated to Contract Claims and/or USHRN's motion for summary intertwined with non-contract claims Lauxman, Timothy 11/10/2021 0.10 $ 30.00 judgment. 420 Lauxman, Timothy 212.00 Reviewed USHRN's response to our Overruled $ 296.80 $296.80 motion for summary judgment, taking notes on their arguments, and reviewed the exhibits USHRN 11/13/2021 1.40 $ 420.00 provided in support. Duplicative (entry 419) 421 Lauxman, Timothy 212.00 Reviewed caselaw and exhibits No Objection Raised $ 233.20 $233.20 cited by USHRN in its response to our motion for partial summary 11/22/2021 1.10 $ 330.00 judgment. 422 Francis, Carrie M Work on Motion for Summary Overruled $ 660.00 $660.00 11/22/2021 2.20 300.00 $ 1,056.00 Vague and ambiguous Judgment reply issues. 423 Lauxman, Timothy 212.00 Drafted our reply in support of our No Objection Raised $ 1378.00 $1,378.00 motion for partial summary judgment, focusing on evidentiary objections (1.4), objective evidence- based fact section (3), arguments based on the objective evidence compared to USHRN's narrative (1), and arguments rebutting USHRN's statute of limitations arguments (1.1). 11/23/2021 6.50 $ 1,950.00 424 Lauxman, Timothy 212.00 Drafted our reply in support of our No Objection Raised $ 911.60 $911.60 motion for partial summary judgment, focusing on arguments rebutting USHRN's statute of limitations arguments (.9), arguments regarding the terms of the oral agreement (.9), and USHRN's attempt to save its indemnity claim (1.7); drafted our reply's introduction and conclusion (.8).

11/24/2021 4.30 $ 1,290.00 425 Lauxman, Timothy 212.00 Further edits to Motion for Overruled $ 169.60 $169.60 11/29/2021 0.80 $ 384.00 vague and ambiguous Summary Judgment reply. 426 Lauxman, Timothy 212.00 Revised our reply in support of our Overruled $ 148.40 $148.40 motion for partial summary judgment based on C. Francis's comments. 11/29/2021 0.70 $ 210.00 Duplicative (entry 426) 427 212.00 Revised our reply in support of our Intertwined (.2) Overruled $ 212.00 $190.80 motion for partial summary judgment based on C. Francis comments, performed a final revision for any typos or other errors, and made minor content adjustments to bolster our arguments Lauxman, Timothy (.7); worked with staff to file and serve our reply (.1); reviewed USHRN's reply in support of their motion for summary judgment for any problematic material or arguments (.2). Clerical (.7 + .1); Unrelated to Contract Claims and/or 11/30/2021 1.00 $ 300.00 intertwined with non-contract claims (.2) 428 Finalize and file reply to Motion for Intertwined (.6) Overruled $ 540.00 $450.00 Summary Judgment (1.2); analyze USHRN reply to their Motion for Clerical (1.2 (related to filing)); IC (.2); Unrelated to Francis, Carrie M 300.00 Summary Judgment (.4); office Contract Claims and/or intertwined with non-contract conference with T.Lauxman claims (.6)

11/30/2021 1.80 $ 864.00 regarding same (.2). 429 212.00 Phone calls with S.Leonhardt discussing Intertwined Overruled $ 84.80 $42.40 potential settlement, USHRN's Unrelated to Contract Claims and/or intertwined with organizational situation, and the non-contract claims possibility of renewing Lauxman, Timothy 12/16/2021 0.40 $ 134.00 mediation. 430 Office conference with T.Lauxman IC; Unrelated to Contract Claims and/or intertwined Intertwined Overruled $ 60.00 $30.00 Francis, Carrie M 12/16/2021 0.20 300.00 $ 103.00 regarding settlement strategy. with non-contract claims 431 212.00 Reviewed correspondence from Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 21.20 $10.60 S.Leonhardt regarding settlement non-contract claims Lauxman, Timothy 12/17/2021 0.10 $ 33.50 negotiations. 432 Review and analyze tentative Intertwined Overruled $ 1200.00 $600.00 Motion for Summary Judgment ruling for oral argument hearing (1.4); review Unrelated to Contract Claims and/or intertwined with 300.00 case law cited in same (2.2); outline non-contract claims (4) issues for hearing argument (.4). Francis, Carrie M 7/12/2022 4.00 $ 2,060.00 433 212.00 Reviewed Court's tentative ruling Intertwined Overruled $ 212.00 $106.00 on the parties' briefing on their motions for summary judgment, and prepared a Unrelated to Contract Claims and/or intertwined with summary of the Court's tentative ruling non-contract claims to provide to Dr. Gonzalez. Lauxman, Timothy 7/13/2022 1.00 $ 335.00 434 Correspondence with Dr. Gonzalez Intertwined Overruled $ 1200.00 $600.00 regarding summary judgment tentative Duplicative (.3 - entry 434); Unrelated to Contract 300.00 ruling (.3); continue to prepare for oral Claims and/or intertwined with non-contract claims (4) argument on Francis, Carrie M 7/14/2022 4.00 $ 2,060.00 summary judgment (3.7). 435 Work on oral argument preparations for Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 450.00 $225.00 300.00 cross Motions for non-contract claims; vague and ambiguous Francis, Carrie M 7/25/2022 1.50 $ 772.50 Summary Judgment. Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 77 of 91

436 212.00 Strategized with C. Francis Intertwined Overruled $ 63.60 $31.80 regarding issues and arguments to present during oral argument on the IC; Unrelated to Contract Claims and/or intertwined parties' motions for summary judgment Lauxman, Timothy 7/26/2022 0.30 $ 100.50 with non-contract claims 437 Further work on oral argument Motion Unrelated to Contract Claims and/or intertwined with Intertwined Overruled $ 750.00 $375.00 300.00 for Summary Judgment non-contract claims; vague and ambiguous Francis, Carrie M 7/26/2022 2.50 $ 1,287.50 preparations. 438 212.00 Reviewed the parties briefing, on Intertwined Overruled $ 614.80 $307.40 their motions for summary judgment, as well as certain key exhibits, to prepare for oral argument on the parties motions for summary judgment (1); strategized with C. Francis regarding oral argument (.2); attended and assisted C. Francis with oral argument (1.3); updated Dr. Gonzalez on oral argument (.4).

IC (.2); Unrelated to Contract Claims and/or intertwined Lauxman, Timothy 7/27/2022 2.90 $ 971.50 with non-contract claims (2.9) 439 Continue to prepare for and attend Intertwined Overruled $ 1260.00 $630.00 Motion for Summary Judgment oral Unrelated to Contract Claims and/or intertwined with 300.00 argument hearing in federal court. non-contract claims; vague and ambiguous Francis, Carrie M 7/27/2022 4.20 $ 2,163.00 440 212.00 Reviewed the file for information No Objection Raised $ 21.20 $21.20 regarding the Court's orders regarding Lauxman, Timothy 10/5/2022 0.10 $ 33.50 preparation for trial. 441 212.00 Reviewed the case management order Overruled $ 169.60 $169.60 and federal rules of civil procedure to understand our obligations to notify the court of our trial readiness (.5); drafted a notice informing the court of our trial readiness (.3). Lauxman, Timothy 10/13/2022 0.80 $ 268.00 Clerical (.3) 442 Work on pre-trial conference readiness Overruled $ 60.00 $60.00 300.00 notice with T.Lauxman Francis, Carrie M 10/13/2022 0.20 $ 103.00 (.1); finalize and file same (.1). IC (.1 (work with Lauxman); Clerical (.2) 443 212.00 Reviewed letter from S.Leonhardt No Objection Raised $ 42.40 $42.40 regarding mediation and settlement offer (.1); researched caselaw surrounding A.R.S. section Lauxman, Timothy 10/17/2022 0.20 $ 67.00 12-341.01 (.1). 444 212.00 Strategized with C. Francis regarding Overruled $ 848.00 $848.00 response to USHRN's letter regarding mediation and settlement offer (.5); continued researching A.R.S. 12-341.01, focusing on the analysis for determining the successful party after an offer of judgment has been made (1); reviewed USHRN's insurance policy to better understand our chances of recovery (.4); drafted letter responding to S.Leonhardt's letter, stating our position on settlement and mediation, and why USHRN's position is flawed (1.8); emailed Dr. Gonzalez regarding settlement negotiations (.3).

Lauxman, Timothy 10/18/2022 4.00 $ 1,340.00 IC (.5); Duplicative (.4 - entries 39, 40, 369, 370) 445 Work on settlement counter offer Overruled $ 150.00 $150.00 Francis, Carrie M 10/18/2022 0.50 300.00 $ 257.50 Vague and ambiguous strategy. 446 212.00 Revised letter responding to No Objection Raised $ 21.20 $21.20 S.Leonhardt's letter regarding mediation Lauxman, Timothy 10/19/2022 0.10 $ 33.50 and settlement. 447 Work on settlement Overruled $ 360.00 $360.00 300.00 negotiations/counter with T.Lauxman. Francis, Carrie M 10/19/2022 1.20 $ 618.00 IC 448 212.00 Email to Dr. Gonzalez regarding No Objection Raised $ 42.40 $42.40 Lauxman, Timothy 10/25/2022 0.20 $ 67.00 settlement negotiations. 449 Work on trial date setting with Overruled $ 60.00 $60.00 Francis, Carrie M 10/26/2022 0.20 300.00 $ 103.00 Vague and ambiguous S.Leonhardt. 450 Francis, Carrie M 10/27/2022 0.20 300.00 $ 103.00 Work on trial setting. Vague and ambiguous Overruled $ 60.00 $60.00 451 212.00 Email to Dr. Gonzalez regarding Sustained $ 0.00 $ 0.00 Lauxman, Timothy 10/31/2022 0.10 $ 33.50 Clerical trial dates. 452 212.00 Email to S.Leonhardt confirming No Objection Raised $ 21.20 $21.20 our dates of availability for a potential Lauxman, Timothy 11/1/2022 0.10 $ 33.50 trial. 453 212.00 Prepared draft joint notice of the parties' Sustained (.1); Overruled (.3) $ 63.60 $63.60 proposed trial dates and expected trial length (.2); worked with S.Leonhardt to finalize the joint notice (.1); worked with staff to ensure the joint notice was filed Lauxman, Timothy 11/3/2022 0.30 $ 134.00 with the court (.1). Clerical (.1 (filing of joint notice)) 454 Work on joint notice of trial Overruled $ 60.00 $60.00 Francis, Carrie M 11/3/2022 0.20 300.00 $ 103.00 Duplicative (entry 454) schedule / readiness. 455 Telephone conference and No Objection Raised $ 90.00 $90.00 300.00 correspondence with Dr. Gonzalez Francis, Carrie M 1/12/2023 0.30 $ 163.50 regarding trial strategy. 456 212.00 Strategized with C. Francis regarding Overruled $ 21.20 $21.20 the schedule for our Lauxman, Timothy 3/15/2023 0.10 $ 38.50 preparation for trial. IC 457 212.00 Reviewed the court's orders No Objection Raised $ 318.00 $318.00 regarding trial preparation, as well as the form pretrial plan available on the court's website (.6); prepared timeline for trial preparation, including external and internal deadlines, with consideration of the issues in the case and potential settlement (.9). Lauxman, Timothy 3/20/2023 1.50 $ 577.50 458 212.00 Strategized with C. Francis regarding Overruled $ 42.40 $42.40 preparation for trial, Lauxman, Timothy 3/22/2023 0.20 $ 77.00 focusing on gathering exhibits. IC 459 Office conference with T.Lauxman Sustained (reduced to .2) $ 60.00 $60.00 300.00 regarding trial exhibit list and related Francis, Carrie M 3/22/2023 0.20 $ 163.50 motions in limine. IC; Inconsistent with entry 459 on time of conference 460 Communications with T. Lauxman Overruled $ 20.00 $20.00 100.00 regarding strategy meeting for trial Pearce, Susan M 3/23/2023 0.20 $ 51.00 preparation. IC; Clerical 461 Communication with T. Lauxman Overruled $ 20.00 $20.00 Pearce, Susan M 3/28/2023 0.20 100.00 $ 51.00 IC; Clerical regarding strategy meeting. 462 212.00 Strategized with S. Pearce Overruled $ 106.00 $106.00 regarding the circumstances of trial preparation, and the need for her to gather documents to use as trial exhibits as well as for use in preparing trial testimony outlines and focus other steps in trial preparation. Lauxman, Timothy 3/29/2023 0.50 $ 192.50 IC; Clerical Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 78 of 91

463 Trial preparation strategy meeting Overruled $ 50.00 $50.00 with T. Lauxman. Pearce, Susan M 3/29/2023 0.50 100.00 $ 127.50 IC; Clerical (based on entry 463)

464 Research and review summary judgment Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 180.00 $180.00 briefings and disclosures to identify entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, remaining claims and 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 100.00 related trial exhibits. 622, 626, 627, 629, 631, 637)

Pearce, Susan M 4/12/2023 1.80 $ 459.00 465 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 300.00 $300.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Continue identifying and preparing Pearce, Susan M 4/14/2023 3.00 100.00 $ 765.00 622, 626, 627, 629, 631, 637) potential trial exhibit group.

466 Prepare spreadsheet of potential trial Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 260.00 $260.00 exhibits with description to be used as entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, trial exhibit list. 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Pearce, Susan M 4/17/2023 2.60 100.00 $ 663.00 622, 626, 627, 629, 631, 637)

467 Review disclosure statements to identify Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 120.00 $120.00 additional potential trial exhibits. entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 100.00 622, 626, 627, 629, 631, 637)

Pearce, Susan M 4/17/2023 1.20 $ 306.00 468 Prepare additional potential trial IC (.2); Excessive for Plaintiff's Trial Exhibits (82.1 Overruled $ 190.00 $190.00 exhibits for attorney review (1.7); total communications with T. Lauxman hours - entries 465-483, 487, 491, 492, 500, 502-505, regarding same (.2). 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, Pearce, Susan M 4/18/2023 1.90 100.00 $ 484.50 619, 621, 622, 626, 627, 629, 631, 637)

469 Continue work on potential trial IC (.1); Excessive for Plaintiff's Trial Exhibits (82.1 Overruled $ 110.00 $110.00 exhibit list and preparation of additional total hours - entries 465-483, 487, 491, 492, 500, 502- exhibits (1); communications with T. 505, Lauxman regarding same (.1). 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 100.00 619, 621, 622, 626, 627, 629, 631, 637)

Pearce, Susan M 4/19/2023 1.10 $ 280.50 470 Communications with T. Lauxman IC (.1); Excessive for Plaintiff's Trial Exhibits (82.1 Overruled $ 70.00 $70.00 regarding potential trial exhibits (.1); total hours - entries 465-483, 487, 491, 492, 500, 502- revise potential trial exhibit list 505, 100.00 (.6). 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Pearce, Susan M 4/20/2023 0.70 $ 178.50 471 Continue to add to potential trial exhibit Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 150.00 $150.00 list and prepare potential exhibits for entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, attorney review. 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637) Pearce, Susan M 4/20/2023 1.50 100.00 $ 382.50

472 Continue review of documents to Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 80.00 $80.00 identify potential trial exhibits (.3); entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, review trial exhibit list spreadsheet 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Pearce, Susan M 4/25/2023 0.80 100.00 $ 204.00 regarding same (.5). 622, 626, 627, 629, 631, 637)

473 Continue working on identifying and Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 110.00 $110.00 preparing trial exhibits and exhibit list. entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 100.00 622, 626, 627, 629, 631, 637)

Pearce, Susan M 4/26/2023 1.10 $ 280.50 474 212.00 Discussed the expected trial exhibits Overruled $ 84.80 $84.80 pulled by S. Pearce, what additional documents or sources of documents S. IC; Excessive for Plaintiff's Trial Exhibits (82.1 total Pearce should look at to find potential hours trial exhibits, and - entries 465-483, 487, 491, 492, 500, 502-505, 507, trial preparation in general. 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Lauxman, Timothy 4/27/2023 0.40 $ 154.00 475 Meet with T. Lauxman to review Overruled $ 90.00 $90.00 prepared group of potential trial exhibits and strategize need for additional IC; Excessive for Plaintiff's Trial Exhibits (82.1 total exhibits (.4); revise spreadsheet hours 100.00 regarding trial exhibits - entries 465-483, 487, 491, 492, 500, 502-505, 507, (.5). 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Pearce, Susan M 4/27/2023 0.90 $ 229.50 476 Prepare additional trial exhibits, and Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 250.00 $250.00 revise trial exhibit spreadsheet regarding entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, same. 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637) 100.00

Pearce, Susan M 4/28/2023 2.50 $ 637.50 477 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 80.00 $80.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Revise trial exhibit list spreadsheet 622, 626, 627, 629, 631, 637) Pearce, Susan M 4/28/2023 0.80 100.00 $ 204.00 based on input from T. Lauxman.

478 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 150.00 $150.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637) Revise and add to trial exhibits and trial Pearce, Susan M 5/1/2023 1.50 100.00 $ 382.50 exhibit list. Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 79 of 91

479 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 50.00 $50.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Prepare additional trial exhibits, and 622, 626, 627, 629, 631, 637) 100.00 updated exhibit list.

Pearce, Susan M 5/2/2023 0.50 $ 127.50 480 Communications with T. Lauxman Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 40.00 $40.00 regarding Dr. Gonzalez documents entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, demonstrating unpaid expenses (.2); 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 100.00 review trial exhibits and identify same 622, 626, 627, 629, 631, 637) (.2).

Pearce, Susan M 5/3/2023 0.40 $ 102.00 481 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 50.00 $50.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Pearce, Susan M 5/8/2023 0.50 100.00 $ 127.50 Edit trial exhibit descriptions. 622, 626, 627, 629, 631, 637)

482 Continue revising descriptions of trial Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 70.00 $70.00 exhibits to include additional detail. entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 100.00 622, 626, 627, 629, 631, 637)

Pearce, Susan M 5/9/2023 0.70 $ 178.50 483 212.00 Review emails from S.Leonhardt, Overruled $ 21.20 $21.20 and discussed timing of trial preparation Lauxman, Timothy 5/31/2023 0.10 $ 38.50 with C. Francis. IC 484 Prepare PDF and native file export Overruled $ 90.00 $90.00 100.00 from Relativity for T. Lauxman of Petersen, Vic 6/2/2023 0.90 $ 247.50 potential trial exhibit list Clerical 485 212.00 Emails to S.Leonhardt and C. Overruled $ 63.60 $63.60 Francis regarding scheduling a call to discuss trial preparation and the parties' exchange of information Lauxman, Timothy 6/2/2023 0.30 $ 115.50 before trial. IC; Clerical 486 Revise trial exhibit spreadsheet (.4); Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 170.00 $170.00 prepare additional trial exhibits (1.3). entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637) Pearce, Susan M 6/6/2023 1.70 100.00 $ 433.50

487 212.00 Reviewed court's order regarding trial Overruled $ 212.00 $212.00 preparation (.2); participated in call with opposing call determined a preliminary schedule regarding trial preparation and the parties' exchange of information in preparation for trial, as consistent with court's order (.8). Lauxman, Timothy 6/7/2023 1.00 $ 385.00 Duplicative (.8 - enry 490) 488 Correspondence with Dr. Gonzalez No Objection Raised $ 60.00 $60.00 Francis, Carrie M 6/7/2023 0.20 300.00 $ 109.00 regarding trial prep schedule. 489 Telephone conference with No Objection Raised $ 450.00 $450.00 Defendant's counsel regarding 300.00 preparation of pretrial filings (.8); work on disclosure issues with same (.7). Francis, Carrie M 6/8/2023 1.50 $ 817.50 490 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 210.00 $210.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Revise and update trial exhibit 622, 626, 627, 629, 631, 637) Pearce, Susan M 6/8/2023 2.10 100.00 $ 535.50 spreadsheet and potential exhibits.

491 Revise and extensively edit trial Excessive (1.9 (Looking up court rules and form should Overruled $ 350.00 $350.00 spreadsheet to include information for not take 1.9 hours)); Excessive for Plaintiff's Trial using exhibits at trial, and reorder Exhibits (82.1 total hours - entries 465-483, 487, 491, exhibits (.9); research court rules 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 100.00 regarding use of exhibits and form for 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, joint pretrial order (1.9); draft Joint 637) Proposed Pretrial Order (.7)

Pearce, Susan M 6/9/2023 3.50 $ 892.50 492 212.00 Reviewed USHRN's parts of the No Objection Raised $ 21.20 $21.20 Lauxman, Timothy 6/14/2023 0.10 $ 38.50 joint pre-trial order. 493 212.00 Prepared notes on issues with USHRN's No Objection Raised $ 63.60 $63.60 inserts in the draft joint pre-trial order, as well as noting points we should include in the Lauxman, Timothy 6/15/2023 0.30 $ 115.50 draft joint pre-trial order. 494 212.00 Reviewed USHRN's inserts to the final No Objection Raised $ 148.40 $148.40 pretrial order, and began drafting Dr. Gonzalez's corresponding inserts, as well as researching the legal basis for USHRN's characterization of certain issues. Lauxman, Timothy 6/20/2023 0.70 $ 269.50 495 Office conference with T.Lauxman Overruled $ 180.00 $180.00 Francis, Carrie M 6/20/2023 0.60 300.00 $ 327.00 IC regarding trial prep issues. 496 212.00 Continued drafting Dr. Gonzalez's No Objection Raised $ 339.20 $339.20 inserts to the final pretrial order, focusing on the undisputed factual and legal issues, as well as the disputed factual and legal issues (.7); researched Arizona law regarding whether the disputed issues were issues of fact for the fact finder or legal issues for the court (.9). Lauxman, Timothy 6/22/2023 1.60 $ 616.00 497 Francis, Carrie M 6/22/2023 3.00 300.00 $ 1,635.00 Work on draft pretrial edits. vague and ambiguous Overruled $ 900.00 $900.00 498 Analyze Defendant's draft pretrial Duplicative (entries 493, 494, 495, 496, 497, 498); Overruled $ 360.00 $360.00 segments. vague Francis, Carrie M 6/23/2023 1.20 300.00 $ 654.00 and ambiguous

499 Communications with T. Lauxman IC; Excessive for Plaintiff's Trial Exhibits (82.1 total Overruled $ 30.00 $30.00 regarding plaintiff's exhibit list and hours related items. - entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, Pearce, Susan M 6/23/2023 0.30 100.00 $ 76.50 621, 622, 626, 627, 629, 631, 637) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 80 of 91

500 212.00 Continued drafting Dr. Gonzalez's No Objection Raised $ 996.40 $996.40 inserts to the final pretrial order, focusing on the disputed factual and legal issues, as well as the expected testimony for each witness (3.2); researched Arizona law regarding whether the disputed issues were issues of fact for the fact finder or legal issues for the court (1.5). Lauxman, Timothy 6/25/2023 4.70 $ 1,809.50 501 212.00 Reviewed draft trial exhibit list, and Sustained (.2); Overruled (.7) $ 148.40 $148.40 select exhibits to understand which documents they were and what Clerical (.2); Excessive for Plaintiff's Trial Exhibits information was included in those (82.1 total hours - entries 465-483, 487, 491, 492, 500, exhibits (.7); worked with staff to 502- provide the draft final pretrial order and 505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, exhibit list to 603, 619, 621, 622, 626, 627, 629, 631, 637) S.Leonhardt (.2). Lauxman, Timothy 6/26/2023 0.70 $ 346.50 502 Communications with T. Lauxman Overruled $ 350.00 $350.00 regarding plaintiff's exhibit list (.2); prepare draft exhibit list (.5); research court rules and judge's instruction pages to ensure compliance with same (1.3); review defendant's exhibit list to identify IC (.2 + .2 (communications with Lauxman)); Excessive duplicate exhibits (.8); identify incorrect (1.3 (research of court rules and judge instructions bates numbers on defendant's exhibit list should not take 1.3 hours)); Duplicative (1.3 - entry (.2); communications with T.Lauxman 100.00 492); Excessive for Plaintiff's Trial Exhibits (82.1 total regarding adding objections to exhibit hours - entries 465-483, 487, 491, 492, 500, 502-505, list (.2); communications with Sanders 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, Parks paralegal firm regarding non- 619, 621, 622, 626, 627, 629, 631, 637) pursuit of business expense claim and related issues (.3).

Pearce, Susan M 6/26/2023 3.50 $ 892.50 503 Work on draft joint pretrial and exhibit IC (.2 (work with Lauxman and Pearce)); Excessive for Overruled $ 120.00 $120.00 list with T.Lauxman and S.Pearce (.2); Plaintiff's Trial Exhibits (82.1 total hours - entries 465- work on Motion in Limine analysis (.2). 483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637); vague and ambiguous (.2 (motion 300.00 in limine))

Francis, Carrie M 6/26/2023 0.40 $ 218.00 504 212.00 Continued reviewing exhibits from our Overruled $ 763.20 $763.20 and USHRN's draft trial exhibit lists, as well as reviewed USHRN's inserts to the draft final pretrial order (2.9); IC (.4); Excessive for Plaintiff's Trial Exhibits (82.1 strategized with C. Francis regarding total hours - entries 465-483, 487, 491, 492, 500, 502- potential motions in limine (.4); 505, prepared list of potential motions in 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, limine and sent to S.Leonhardt, and 619, 621, 622, 626, 627, 629, 631, 637) reviewed S.Leonhardt's list (.3). Lauxman, Timothy 6/27/2023 3.60 $ 1,386.00 505 Further work on MIL areas with Overruled $ 210.00 $210.00 300.00 T.Lauxman (.4); analyze MIL proposal Francis, Carrie M 6/27/2023 0.70 $ 381.50 (.3). IC (.4); vague and ambiguous (.7) 506 212.00 Noted additional documents to remove Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 21.20 $21.20 from our draft trial exhibit list. entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Lauxman, Timothy 6/28/2023 0.10 $ 38.50 507 Prepare trial binder for C. Francis Overruled $ 370.00 $370.00 100.00 (3.3); communications with C. Francis Pearce, Susan M 6/29/2023 3.70 $ 943.50 regarding same (.4). Clerical (3.7); IC (.4) 508 IC; Excessive for Plaintiff's Trial Exhibits (82.1 total Sustained $ 0.00 $ 0.00 hours - entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, Work on MIL issues and exhibit list 621, 622, 626, 627, 629, 631, 637); Block-billing; vague 300.00 and ambiguous with paralegal.

Francis, Carrie M 6/29/2023 0.60 $ 327.00 509 212.00 Reviewed the parties' inserts to the final No Objection Raised $ 381.60 $381.60 pretrial order, as well as our answer to USHRN's counterclaims and disclosure statements (.5); participated in meet and confer call regarding the parties' proposed motions in limine (.6); researched Ninth Circuit law regarding precluding testimony by witnesses that is inconsistent with the corporation's 30(b)(6) testimony (.7).

Lauxman, Timothy 6/30/2023 1.80 $ 693.00 510 Finalize trial binder (.9); Sustained (.2); Overruled (.9) $ 90.00 $90.00 100.00 communications with Stinson staff Pearce, Susan M 6/30/2023 0.90 $ 280.50 regarding same (.2) Clerical (1.1); IC (.2) 511 Preparation for and meet with Overruled $ 300.00 $300.00 300.00 Defendant's counsel regarding draft pretrial and Motion in Limine for Francis, Carrie M 6/30/2023 1.00 $ 545.00 conferral Vague and ambiguous 512 Analyze exhibits for examination use Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 1500.00 $1,500.00 and evidentiary exclusion motions. entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637); vague and ambiguous 300.00

Francis, Carrie M 7/3/2023 5.00 $ 2,725.00 513 212.00 Reviewed email from S.Leonhardt Overruled $ 233.20 $233.20 regarding USHRN's proposed motions in limine (.2); reviewed the parties' proposed trial exhibits in preparation of Dr. Gonzalez's witness preparation session tomorrow (.9). Lauxman, Timothy 7/5/2023 1.10 $ 423.50 Duplicative (.2 - entry 505) 514 Reviewed email from S.Leonhardt Overruled $ 20.00 $20.00 100.00 regarding potential motions in limine. Pearce, Susan M 7/5/2023 0.20 $ 51.00 Duplicative (entry 505, 514) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 81 of 91

515 212.00 Reviewed the parties' proposed trial Overruled $ 1060.00 $1,060.00 exhibits in preparation of Dr. Gonzalez's witness preparation session (2.5); Duplicateive (2.5 (prepare Gonzalez for trial) - entry worked with C. Francis to prepare Dr. 517) Gonzalez for Lauxman, Timothy 7/6/2023 5.00 $ 1,925.00 trial (2.5). 516 Prepare for and meet with Dr. Overruled $ 900.00 $900.00 300.00 Gonzalez regarding trial preparation. Francis, Carrie M 7/6/2023 3.00 $ 1,635.00 vague and ambiguous 517 212.00 Review research and order setting Duplicative/Excessive (new attorney getting up to Overruled $ 63.60 $63.60 trial to prepare to draft a motion in speed) Cheff, Ashley V 7/7/2023 0.30 $ 102.00 limine. 518 212.00 Email to C. Francis regarding proposed Overruled $ 190.80 $190.80 response to S.Leonhardt's email regarding motions in limine (.2); reviewed research regarding whether 30(b)(6) deponent's testimony can be contradicted at trial (.4), and email to C. Francis regarding how to draft a motion in limine based Lauxman, Timothy 7/7/2023 0.90 $ 346.50 IC (.2 + .3); Duplicative (.4 - entry 510) 519 Work on Motion in Limine drafts, Overruled $ 600.00 $600.00 research and conferral issues with 300.00 S.Leonhardt (1.4); correspondence with S.Leonhardt regarding same (.6). Francis, Carrie M 7/7/2023 2.00 $ 1,090.00 Block-billing (1.4); vague and ambiguous 520 212.00 Review Defendant's disclosure Sustained $ 0.00 $ 0.00 statements to develop background and Duplicative/Excessive (new attorney getting up to prepare to draft motion in limine to speed) exclude testimony by Eric Cheff, Ashley V 7/8/2023 0.50 $ 170.00 Tars. 521 212.00 Review deposition testimony of Marcia Sustained $ 0.00 $ 0.00 Johnson-Blanco to develop background Duplicative/Excessive (new attorney getting up to and prepare to draft motion in limine to speed) exclude Cheff, Ashley V 7/8/2023 0.90 $ 306.00 testimony by Eric Tars. 522 212.00 Review case law on Federal Rule of Overruled $ 360.40 $360.40 Civil Procedure Rule 30(b)(6) and when testimony contradicts that of the corporate representative to prepare to draft a motion in limine Cheff, Ashley V 7/8/2023 1.70 $ 578.00 to exclude Eric Tars' testimony. Duplicative (entries 510, 519) 523 212.00 Reviewed USHRN's 30(b)(6) Overruled $ 784.40 $784.40 depositions to understand USHRN's prior testimony, what statements are relevant to the issues remaining in the case, and designating those sections of testimony for use at trial, with specific focus on the testimony of USHRN's representative's Vickie Casanova-Willis, Lisa Crooms- Robinson, and Marcia Johnson- Blanco.

Lauxman, Timothy 7/8/2023 3.70 $ 1,424.50 Duplicative (entries 352, 353, 357, 371-374, 376) 524 212.00 Draft motion in limine to exclude No Objection Raised $ 742.00 $742.00 Cheff, Ashley V 7/9/2023 3.50 $ 1,190.00 testimony of Eric Tars. 525 212.00 Reviewed USHRN's 30(b)(6) Overruled $ 720.80 $720.80 depositions and Dr. Gonzalez's depositions to understand the prior testimony, what statements are relevant to the issues remaining in the case, and designating those sections of testimony for use at trial, with specific focus on the testimony of USHRN's representative Marcia Johnson- Blanco and Dr. Gonzalez. Lauxman, Timothy 7/9/2023 3.40 $ 1,309.00 Duplicative (entries 352, 353, 357, 371-374, 376) 526 212.00 Reviewed draft motion in limine Overruled $ 657.20 $657.20 regarding preclusion of testimony contradicting USHRN's Rule 30(b)(6) deponent (.7); conferral with S.Leonhardt regarding our proposed motion in limine precluding evidence of USHRN's purported board minutes and events at the board meetings (.2); drafted motion in limine regarding preclusion of USHRN's purported board minutes (2.2).

Lauxman, Timothy 7/10/2023 3.10 $ 1,193.50 Duplicative (.7 - entries 521, 522, 523, 525) 527 Work on Motion in Limine drafts (.7); Overruled $ 240.00 $240.00 continued conferral with USHRN 300.00 attorneys regarding same (.1). Francis, Carrie M 7/10/2023 0.80 $ 436.00 Vague and ambiguous (.7) 528 212.00 Revised the motions and limine Overruled $ 763.20 $763.20 regarding Rule 30(b)(6) testimony and USHRN's purported board minutes, including adding certificates of good- faith conferral consistent with the court's rules, and adding language in the motion regarding 30(b)(6) testimony with our proposed order and the specific testimony form USHRN's Rule 30(b)(6) deponent (3.3); worked with staff to ensure our motions were filed with their Clerical (3.3 (good faith certificates)); Duplicative (3.3 - Lauxman, Timothy 7/11/2023 3.60 $ 1,386.00 entries 521, 522, 523, 525, 527) 529 Edit/finalize two Motions in Limine Overruled $ 900.00 $900.00 (2.1); analyze USHRN filing of five 300.00 Motions in Limine and start work on response arguments to same Francis, Carrie M 7/11/2023 3.00 $ 1,635.00 (.9). vague and ambiguous (2.1) 530 Building timeline of events relevant to Duplicative/Excessive (new attorney getting up to Overruled $ 387.50 $387.50 Bellows, Kenneth 7/11/2023 3.10 125.00 $ 899.00 trial for T. Lauxman. speed) 531 212.00 Reviewed potential trial exhibits Overruled $ 424.00 $424.00 disclosed by us and USHRN, in preparation for Dr. Gonzalez's witness preparation session tomorrow (.6); reviewed USHRN's motions in limine and prepared for dividing the responses between A. Cheff and the summer T.Lauxmans, as well as guidance for those responses (1.4). Lauxman, Timothy 7/12/2023 2.00 $ 770.00 Clerical (1.4 (billing for splitting up work)) 532 212.00 Review motions in limine filed by Overruled $ 106.00 $106.00 S.Leonhardt to assess legal issues Cheff, Ashley V 7/12/2023 0.50 $ 170.00 and prepare to draft responses. Duplicative (entries 530, 532) 533 Work on exhibit marking issues per Sustained $ 0.00 $ 0.00 Francis, Carrie M 7/12/2023 0.50 300.00 $ 272.50 Clerical; vague and ambiguous court clerk instructions. Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 82 of 91

534 Review instructions for exhibits Clerical (.5); IC (.2); Excessive for Plaintiff's Trial Overruled $ 50.00 $50.00 from court staff (.3); communications Exhibits with staff regarding same (.2). (82.1 total hours - entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594- 596, 603, 619, 621, 622, 626, 627, 629, 631, 637) Pearce, Susan M 7/12/2023 0.50 100.00 $ 127.50

535 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 60.00 $60.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Update trial spreadsheet with new 622, 626, 627, 629, 631, 637) Pearce, Susan M 7/12/2023 0.60 100.00 $ 153.00 exhibit and other information.

536 Creating Dramatis Personae for T. Relevance/Excessive/Duplicative (unclear how this Sustained $ 0.00 $ 0.00 Lauxman. relates to case) Bellows, Kenneth 7/12/2023 2.50 125.00 $ 725.00

537 $58.00 Communication with T. Lauxman on IC; Excessive for Response to single MIL (19.9 hours - Overruled $ 25.00 $25.00 responses to motions in limine. entries 538, 545, 546, 551, 552, 561, 568, 574)

Bellows, Kenneth 7/12/2023 0.20 125.00

538 212.00 Strategized with A. Cheff and C. Overruled $ 954.00 $954.00 Francis regarding our responses to USHRN's motions in limine (.5); witness testimony preparation session Lauxman, Timothy 7/13/2023 4.50 $ 1,732.50 with Dr. Gonzalez (4). IC (.5) 539 212.00 Meeting with C. Francis and T. Overruled $ 106.00 $106.00 Lauxman to strategize the best approach for responding to Cheff, Ashley V 7/13/2023 0.50 $ 170.00 USHRN's Motions in Limine. IC 540 Meeting with T.Lauxman and A.Cheff Sustained (reduced to .9); $ 270.00 $270.00 regarding oppositions to USHRN Overruled (otherwise) 300.00 motions in limine (.5); trial prep meeting with Dr. Gonzalez Francis, Carrie M 7/13/2023 0.90 $ 2,452.50 (.4). IC (.5); incorrect time (says 4.5 but should be .9) 541 212.00 Reviewed documents produced by Overruled $ 742.00 $742.00 the parties that were not already included as potential exhibits to find additional potential trial exhibits (2.6); Excessive for Plaintiff's Trial Exhibits (82.1 total hours - finished reviewing deposition of Dr. entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, Gonzalez and USHRN's Rule 30(b)(6) 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, representatives and designating portions 622, 626, 627, 629, 631, 637) of the transcripts for potential use at trial (.9) Lauxman, Timothy 7/14/2023 3.50 $ 1,347.50 542 Work on trial exhibits (1.7); finalize all Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 1500.00 $1,500.00 witness deposition designations for trial entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, (3.1); correspondence with Defendant's 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, counsel regarding 622, 626, 627, 629, 631, 637) 300.00 same (.2).

Francis, Carrie M 7/14/2023 5.00 $ 2,725.00 543 212.00 Email to summer T.Lauxmans regarding Overruled $ 212.00 $212.00 their preparation of responses to USHRN's motions in limine (.4); reviewed additional documents within IC (.4); Clerical (.4 - billing for assigning work); our files to determine what additional Excessive for Plaintiff's Trial Exhibits (82.1 total hours - documents we should include in our entries 465 483, 487, 491, 492, 500, 502-505, 507, 509, potential trial exhibits (.3); reviewed 513, 535, USHRN's proposed jury instruction and 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, proposed verdict 627, 629, 631, 637) form (.3).

Lauxman, Timothy 7/17/2023 1.00 $ 385.00 544 Reviewing Motion in Limine to exclude Duplicative/Excessive (new attorney getting up to Overruled $ 50.00 $50.00 evidence of Dr. Gonzalez's ASU speed); Duplicative (entries 530, 532, 533, 539, 540, employment. 541); Excessive for Response to single MIL (19.9 hours - 125.00 entries 538, 545, 546, 551, 552, 561, 568, 574)

Bellows, Kenneth 7/17/2023 0.40 $ 116.00 545 Research for reply to motion in limine Duplicative/Excessive (new attorney getting up to Overruled $ 50.00 $50.00 regarding Dr. Gonzalez's ASU speed); Duplicative (entries 530, 532, 533, 539, 540, 125.00 employment. 541); Excessive for Response to single MIL (19.9 hours - entries 538, 545, 546, 551, 552, 561, 568, 574)

Bellows, Kenneth 7/17/2023 0.40 $ 116.00 546 Work on deposition designations Sustained $ 0.00 $ 0.00 Francis, Carrie M 7/17/2023 1.40 300.00 $ 763.00 Block-billing; vague and ambiguous and pretrial issues. 547 212.00 Strategized with L. Williams and C. Overruled $ 826.80 $826.80 Francis regarding attorney-client privilege and how to present questions which are for the judge's decision (.9); worked with summer T.Lauxmans to prepare the responses to USHRN's motions in limine (.7); worked with A. Cheff to prepare proposed voir dire (.6); began researching whether communications between an independent contractor and the principal's attorney are subject to IC (.9 + .7 + .6); Excessive for research on discrete issue attorney-client privilege (1.7). of attorney-client privilge (8 hours - entries 548, 555, Lauxman, Timothy 7/18/2023 3.90 $ 1,501.50 570, 577, 579, 586) 548 212.00 Conduct research on voir dire questions No Objection Raised $ 381.60 $381.60 to prepare to draft list of Cheff, Ashley V 7/18/2023 1.80 $ 612.00 potential questions. 549 212.00 Review facts of this case and draft Overruled $ 254.40 $254.40 voir dire questions to prepare for trial. Cheff, Ashley V 7/18/2023 1.20 $ 408.00 Duplicative (review of facts of case) 550 Researching and drafting a response to a Duplicative/Excessive (new attorney getting up to Overruled $ 587.50 $587.50 Motion in Limine regarding Dr. speed); Duplicative (entries 530, 532, 533, 539, 540, Gonzalez's ASU employment. 541); Excessive for Response to single MIL (19.9 hours - 125.00 entries 538, 545, 546, 551, 552, 561, 568, 574)

Bellows, Kenneth 7/18/2023 4.70 $ 1,363.00 551 Meeting with T. Lauxman and I. IC; Excessive for Response to single MIL (19.9 hours - Overruled $ 75.00 $75.00 Cuevas on motions in limine. entries 538, 545, 546, 551, 552, 561, 568, 574) Bellows, Kenneth 7/18/2023 0.60 125.00 $ 174.00

552 Work on oppositions to Motion in No Objection Raised $ 900.00 $900.00 Limine regarding misclassification 300.00 evidence (2.1); research regarding Francis, Carrie M 7/18/2023 3.00 $ 1,635.00 same (.9). Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 83 of 91

553 Draft response to motion in limine Overruled $ 475.00 $475.00 No. 3 regarding Evidence of USHRN's Duplicative/Excessive (new attorney getting up to 125.00 Termination or Investigation of Other speed); Duplicative (entries 530, 532, 533, 539, 540, Executive 541) Directors. Cuevas, Isabella T 7/19/2023 3.80 $ 1,102.00 554 212.00 Continued researching whether Overruled $ 530.00 $530.00 communications between an independent contractor and a principal's attorney are subject to attorney-client IC (.4); Excessive for research on discrete issue of privilege (2.1); assisted A. Cheff with attorney-client privilge (8 hours - entries 548, 555, 570, the preparation of proposed voir dire 577, 579, 586) (.4). Lauxman, Timothy 7/19/2023 2.50 $ 962.50 555 212.00 Review case law cited by Overruled $ 381.60 $381.60 Defendant and research helpful case law to use in Response to Defendant's Cheff, Ashley V 7/19/2023 1.80 $ 612.00 Motion in Limine 1 Duplicative (entries 530, 532, 533) 556 212.00 Draft response to Defendant's Overruled $ 360.40 $360.40 Cheff, Ashley V 7/19/2023 1.70 $ 578.00 Duplicative (entries 530, 532, 533, 553) Motion in Limine 1. 557 212.00 Conduct research to prepare to Overruled $ 254.40 $254.40 draft a response to Defendant's Motion Cheff, Ashley V 7/19/2023 1.20 $ 408.00 in Limine 4. Duplicative (entries 530, 532, 533, 553) 558 212.00 Draft response to Defendant's Overruled $ 381.60 $381.60 Cheff, Ashley V 7/19/2023 1.80 $ 612.00 Duplicative (entries 530, 532, 533, 553) Motion in Limine 4. 559 212.00 Draft response to Defendant's Overruled $ 254.40 $254.40 Cheff, Ashley V 7/19/2023 1.20 $ 408.00 Duplicative (entries 530, 532, 533) Motion in Limine 5. 560 $609.00 Drafting Response to Motion In Duplicative/Excessive (new attorney getting up to Overruled $ 262.50 $262.50 Limine number 2. speed); Duplicative (entries 530, 532, 533, 539, 540, 541); Excessive for Response to single MIL (19.9 hours - 125.00 entries 538, 545, 546, 551, 552, 561, 568, 574)

Bellows, Kenneth 7/19/2023 2.10 561 Excessive/Duplicative/Relevance (new attorney learning Sustained $ 0.00 $ 0.00 basic law);Excessive for Jury Instructions (73.6 hours - entries 562, 571, 572, 575, 576, 577, 578, 579, 580, Reading Arizona and Federal Jury 582, 125.00 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, Instructions. 609, 616, 618, 619, 621)

Bellows, Kenneth 7/19/2023 0.70 $ 203.00 562 Office conference with T.Lauxman Overruled $ 900.00 $900.00 regarding strategy for handling specific 300.00 evidentiary issues (.4); further work on motions in limine Francis, Carrie M 7/19/2023 3.00 $ 1,635.00 responses (2.6). IC (.4); vague and ambiguous (2.6) 563 Review and edit draft of response No Objection Raised $ 187.50 $187.50 to defendant's motion in limine no. 3 125.00 regarding USHRN's termination or investigation of other Executive Cuevas, Isabella T 7/20/2023 1.50 $ 435.00 Directors. 564 212.00 Reviewed USHRN's jury instructions Overruled $ 424.00 $424.00 and K. Bellows' previous research regarding which uniform jury instructions to rely on (1); strategized with K. Bellows regarding analyzing the flaws with USHRN's proposed jury instructions (.7); revised the draft proposed voir dire based on comments from Duplicative (1 (review of work previously done)); IC C. Francis (.3). Lauxman, Timothy 7/20/2023 2.00 $ 770.00 (.7) 565 212.00 Edit and finalize responses to No Objection Raised $ 169.60 $169.60 Defendant's Motions in Limine 1, 4, Cheff, Ashley V 7/20/2023 0.80 $ 272.00 and 5. 566 212.00 Edit and finalize list of voir dire No Objection Raised $ 63.60 $63.60 Cheff, Ashley V 7/20/2023 0.30 $ 102.00 questions to send to S.Leonhardt. 567 $2,436.00 Drafting Response to Motion in Duplicative/Excessive (new attorney getting up to Overruled $ 1050.00 $1,050.00 Limine for T. Lauxman (7.4); speed); Excessive for Response to single MIL (19.9 meeting with T. Lauxman regarding hours 125.00 next steps in the case (1). - entries 538, 545, 546, 551, 552, 561, 568, 574)

Bellows, Kenneth 7/20/2023 8.40 568 Francis, Carrie M 7/20/2023 1.20 300.00 $ 654.00 Work on voir dire draft. No Objection Raised $ 360.00 $360.00 569 212.00 Began revising drafts of responses Overruled $ 593.60 $593.60 to USHRN's motions in limine, focusing on motion seeking to exclude evidence of USHRN's termination of other Executive Directors (1.2); revised the draft proposed voir dire and provided it to S.Leonhardt (.5); continued research whether attorney-client privilege applies to an independent contractor that speaks with the principal's attorney (1.1). Excessive for research on discrete issue of attorney- client privilge (8 hours - entries 548, 555, 570, 577, 579, Lauxman, Timothy 7/21/2023 2.80 $ 1,078.00 586) 570 Excessive for Jury Instructions (73.6 hours - entries 562, Overruled $ 225.00 $225.00 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 125.00 Researching potential jury instructions. 618, 619, 621)

Bellows, Kenneth 7/21/2023 1.80 $ 522.00 571 Excessive for Jury Instructions (73.6 hours - entries 562, Overruled $ 312.50 $312.50 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, Conducting work on the jury instruction 618, 619, 621) 125.00 project.

Bellows, Kenneth 7/21/2023 2.50 $ 725.00 572 Francis, Carrie M 7/21/2023 0.70 300.00 $ 381.50 Further work on edits to voir dire. No Objection Raised $ 210.00 $210.00 573 212.00 1,578.50 Continued revising drafts of Excessive for Response to single MIL (19.9 hours - Overruled $ 869.20 $869.20 responses to USHRN's motions in entries 538, 545, 546, 551, 552, 561, 568, 574) limine, focusing on motions to exclude evidence of Dr. Gonzalez's termination and the reasons for her termination, evidence of Dr. Gonzalez's other job opportunities, evidence of the illegality of Dr. Gonzalez's misclassification, and evidence of USHRN's violations of law via its representations to the federal government.

Lauxman, Timothy 7/23/2023 4.10 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 84 of 91

574 Researching and drafting jury Duplicative/Excessive (2.1 - new attorney getting up to Overruled $ 762.50 $762.50 instructions (4); legal research regarding speed); Duplicative (2.1 - entry 379); Excessive for Jury implied contracts and implied contract Instructions (73.6 hours - entries 562, 571, 572, 575, terms (2.1). 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621) 125.00

Bellows, Kenneth 7/24/2023 6.10 $ 1,769.00 575 Excessive for Jury Instructions (73.6 hours - entries 562, Overruled $ 90.00 $90.00 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 300.00 618, 619, 621); vague and ambiguous

Francis, Carrie M 7/24/2023 0.30 $ 163.50 Work on draft jury instructions. 576 212.00 Revised response to USHRN's Overruled $ 975.20 $975.20 motion in limine seeking to exclude evidence of his termination and reasons for terminating other executive directors (1.8); researched Arizona and Ninth Circuit caselaw regarding whether Excessive for research on discrete issue of attorney- attorney Dr. Gonzalez privilege applies client privilge (8 hours - entries 548, 555, 570, 577, 579, to independent contractors (1.8); 586); Excessive for Jury Instructions (73.6 hours - outlined the various issues in the case, entries 562, 571, 572, 575, 576, 577, 578, 579, 580, which issues we need to add to the final 582, 583, pretrial order, which exhibits we need to 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, add based on those issues, and what jury 616, 618, 619, 621) instructions are needed based on those issues (1).

Lauxman, Timothy 7/24/2023 4.60 $ 1,771.00 577 Legal Research and drafting jury Excessive for drafting of two jury instructions (6.2); IC Overruled $ 862.50 $862.50 instructions for independent contractors (.7); Excessive for Jury Instructions (73.6 hours - entries and uncertain contract terms (6.2); 562, 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, meeting with T. Lauxman, research into 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 125.00 breach of 616, 618, 619, 621) contract accrual of claims (.7).

Bellows, Kenneth 7/25/2023 6.90 $ 2,001.00 578 212.00 Finished revising the draft responses to Sustained (.2); Overruled (5.6) $ 1187.20 $1,187.20 USHRN's motions in limine, including preparing the exhibits required for our responses (.8); worked with staff to ensure the responses and exhibits were properly filed (.2); researched Arizona law regarding attorney Dr. Gonzalez Clerical (.8 + .2 (filing and preparing exhibits)); privilege (.7); reviewed USHRN's Excessive for research on discrete issue of attorney- proposed jury instructions and verdict client privilge (8 hours - entries 548, 555, 570, 577, 579, forms (.8); began outlining the form of 586); Duplicative/Excessive (2.9 (review of work our proposed verdict forms, in light of already done/excessive for two jury instructions - enry the objectionable portions of USHRN's 578)); Excessive for Jury Instructions (73.6 hours - proposed verdict forms (.4); reviewed entries 562, 571, 572, 575, 576, 577, 578, 579, 580, the caselaw provided by summer 582, 583, 584, T.Lauxman regarding implied contracts 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, and the certainty of contractual terms, as 618, 619, 621) well as his proposed inclusions of uniform jury instructions (2.9).

Lauxman, Timothy 7/25/2023 5.60 $ 2,233.00 579 Drafting jury instructions, adding jury Vague and ambiguous (7.4); Excessive/Duplicative Overruled $ 987.50 $987.50 instructions (7.4); meeting with T. (new Lauxman on other potential jury attorney getting up to speed); Excessive for Jury instructions (.5). Instructions (73.6 hours - entries 562, 571, 572, 575, 125.00 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621)

Bellows, Kenneth 7/26/2023 7.90 $ 2,291.00 580 212.00 Review draft verdict form and No Objection Raised $ 360.40 $360.40 Cheff, Ashley V 7/26/2023 1.70 $ 578.00 provide input and edits. 581 212.00 Review case law and secondary Overruled $ 190.80 $190.80 sources regarding jury instructions on Excessive for Jury Instructions (73.6 hours - entries 562, acknowledgment of a just debt (.5); 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, make edits to Dr. Gonzalez's proposed 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, jury instructions on acknowledgment of 618, 619, 621) Cheff, Ashley V 7/26/2023 0.90 $ 306.00 a just debt (.4). 582 212.00 Review case law and secondary Overruled $ 233.20 $233.20 sources regarding jury instructions on Excessive for Jury Instructions (73.6 hours - entries 562, accrual of a claim where there is a 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, continuous breach(.6); make edits to Dr. 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, Gonzalez's proposed jury instructions on 618, 619, 621) Cheff, Ashley V 7/26/2023 1.10 $ 374.00 accrual (.5). 583 212.00 Review USHRN's proposed jury Excessive for Jury Instructions (73.6 hours - entries 562, Overruled $ 106.00 $106.00 instructions to assess potential issues 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, with the proposals and evaluate how to 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, best draft Dr. 618, 619, 621) Gonzalez's proposed instructions. Cheff, Ashley V 7/26/2023 0.50 $ 170.00 584 Francis, Carrie M 7/26/2023 0.30 300.00 $ 163.50 Work on verdict forms. No Objection Raised $ 90.00 $90.00 585 212.00 Researched Arizona caselaw regarding Overruled $ 572.40 $572.40 attorney-client privilege (.6); drafted insert to the final pre- trial order regarding the factual issue of whether Dr. Gonzalez and USHRN had an employee-employer relationship and USHRN misclassified her (1.1); researched Arizona law regarding implied contracts and employee handbook terms as implied-in-fact terms of Excessive for research on discrete issue of attorney- an employment contract (1). client privilge (8 hours - entries 548, 555, 570, 577, 579, Lauxman, Timothy 7/26/2023 2.70 $ 1,039.50 586); Duplicative (1 - entry 379, 575) 586 212.00 Search for authority that when a breach Overruled $ 360.40 $360.40 is continuous, the claim accrues at the Duplicative (entry 578); Excessive for Jury Instructions last breach for statute of limitations (73.6 hours - entries 562, 571, 572, 575, 576, 577, 578, purposes to cite to in Plaintiff's proposed 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, jury 599, 601, 602, 609, 616, 618, 619, 621) Cheff, Ashley V 7/27/2023 1.70 $ 578.00 instructions. 587 212.00 Search for authority that a signature Excessive for Jury Instructions (73.6 hours - entries 562, Overruled $ 106.00 $106.00 need not be a traditional, handwritten 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, signature under Arizona law to cite to in 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, Plaintiff's 618, 619, 621) proposed jury instructions.

Cheff, Ashley V 7/27/2023 0.50 $ 170.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 85 of 91

588 Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 120.00 $120.00 entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 100.00 622, 626, 627, 629, 631, 637)

Pearce, Susan M 7/27/2023 1.20 $ 306.00 Revise trial exhibits and exhibit list. 589 212.00 Researched Arizona and federal Overruled $ 1272.00 $1,272.00 law regarding the renewal of a claim for failure to appropriately compensate an employee, based on a subsequent failure Duplicative/Excessive (2.7 (reviewing work already (1.2); reviewed documents in our files done));Excessive for Jury Instructions (73.6 hours - for additional potential exhibits at trial entries 562, 571, 572, 575, 576, 577, 578, 579, 580, (2.1); reviewed draft jury instructions 582, prepared by summer T.Lauxman, as 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, well as the authorities cited, and began 609, 616, 618, 619, 621) revising the instructions (2.7).

Lauxman, Timothy 7/27/2023 6.00 $ 2,310.00 590 Attending Dr. Gonzalez trial prep Overruled $ 150.00 $150.00 Bellows, Kenneth 7/28/2023 1.20 125.00 $ 348.00 Duplicative (entries 595, 596) meeting. 591 212.00 Review deposition transcript for No Objection Raised $ 296.80 $296.80 Plaintiff Rosalee Gonzalez to prepare a mock cross examination to perform to assist with preparing Cheff, Ashley V 7/28/2023 1.40 $ 476.00 Ms. Gonzalez for trial. 592 212.00 Review United States Supreme Court Overruled $ 106.00 $106.00 cases for helpful precedent regarding the accrual of a breach of contract claim for Duplicative (entry 578, 587); Excessive for Jury an ongoing breach to find a helpful Instructions (73.6 hours - entries 562, 571, 572, 575, citation for 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, the accrual jury instructions. 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621)

Cheff, Ashley V 7/28/2023 0.50 $ 170.00 593 Revise and add new trial exhibits (.6); IC (.3); Excessive for Plaintiff's Trial Exhibits (82.1 Overruled $ 120.00 $120.00 communications with T. Lauxman total hours - entries 465-483, 487, 491, 492, 500, 502- regarding same (.3); 505, 100.00 revise trial exhibit list (.3). 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Pearce, Susan M 7/28/2023 1.20 $ 306.00 594 Trial preparation meeting with Dr. Excessive for Plaintiff's Trial Exhibits (82.1 total hours - Overruled $ 1050.00 $1,050.00 Gonzalez (2.4); work on trial exhibits entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, (1.1). 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, Francis, Carrie M 7/28/2023 3.50 300.00 $ 1,907.50 622, 626, 627, 629, 631, 637)

595 212.00 Witness preparation with Dr. Gonzalez Duplicative (2.4 - entry 595); Clerical (5.1); Excessive Overruled $ 1844.40 $1,844.40 (2.4); gathered documents to include as for Plaintiff's Trial Exhibits (82.1 total hours - entries additional trial exhibits (5.1); revised 465- 483, 487, 491, 492, 500, 502-505, 507, 509, 513, our exhibit list to disclose the additional 535, exhibits to S.Leonhardt 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, (1.2). 627, 629, 631, 637) Lauxman, Timothy 7/28/2023 8.70 $ 3,349.50 596 212.00 Reviewed USHRN's proposed jury Overruled $ 2077.60 $2,077.60 instructions, the draft jury instructions prepared by A. Cheff and K. Bellows, and the uniform instructions for the Ninth Circuit (MCJI) and Arizona (RAJI) (2.5); drafted proposed instructions for Dr. Gonzalez, and revised the proposed instructions prepared by other A. Cheff and K. Bellows, to ensure they complied with Arizona law and Dr. Gonzalez's interests, as well as were in a form suited for the jury (4.1); prepared objections to USHRN's proposed jury instructions, including the instructions Duplicative/Excessive (2.5 (reviewing work already USHRN drafted and the uniform done)); Excessive for Jury Instructions (73.6 hours - instructions that are entries 562, 571, 572, 575, 576, 577, 578, 579, 580, not appropriate for this case (3.2). 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, Lauxman, Timothy 7/30/2023 9.80 $ 3,773.00 609, 616, 618, 619, 621) 597 Further work on jury instructions, Block-billing; vague and ambiguous; Excessive for Jury Overruled $ 750.00 $750.00 verdict forms and joint statement of the Instructions (73.6 hours - entries 562, 571, 572, 575, case to be read to jurors. 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621) 300.00

Francis, Carrie M 7/31/2023 2.50 $ 1,362.50 598 212.00 Continued revising draft jury Overruled $ 169.60 $169.60 instructions and verdict forms, including adding language regarding the necessity Excessive for Jury Instructions (73.6 hours - entries 562, of knowledge of circumstances when 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, ratifying an agreement (.5); revised the 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, filing stating the parties' 618, 619, 621) proposed jury instructions (.3). Lauxman, Timothy 7/31/2023 0.80 $ 308.00 599 Review trial readiness preparation Overruled $ 40.00 $40.00 checklist from V. Peterson (.2); Duplicative/Excessive/Clerical (.4); IC (.2 100.00 communications with T. Lauxman (communications with Lauxman)) Pearce, Susan M 8/1/2023 0.40 $ 102.00 re same (.2). 600 212.00 Reviewed and responded to emails Overruled $ 954.00 $954.00 from S.Leonhardt regarding our revised exhibit list (.2); strategized with C.Francis regarding the preparation of Block-billing (4); IC (.3); Excessive for Jury proposed verdict forms and jury Instructions (73.6 hours - entries 562, 571, 572, 575, instructions (.3); revised our proposed 576, 577, 578, jury instructions and proposed verdict 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, forms, and drafted objections to 599, 601, 602, 609, 616, 618, 619, 621) USHRN's proposed verdict forms and jury instructions (4).

Lauxman, Timothy 8/1/2023 4.50 $ 1,732.50 601 Excessive for Jury Instructions (73.6 hours - entries 562, Overruled $ 450.00 $450.00 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621); vague and ambiguous Francis, Carrie M 8/1/2023 1.50 300.00 $ 817.50 Work on draft jury instructions. Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 86 of 91

602 Vague and ambiguous; Clerical; Excessive for Plaintiff's Overruled $ 170.00 $170.00 Trial Exhibits (82.1 total hours - entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542- Continued trial preparation, including 544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 100.00 updated trial exhibit spreadsheet and 631, 637) related tasks.

Pearce, Susan M 8/2/2023 1.70 $ 433.50 603 212.00 Continued revising the draft joint final No Objection Raised $ 1250.80 $1,250.80 pretrial order to include issues regarding the implied contract, Dr. Gonzalez's rights under her express or implied contracts, her damages, the illegality of enforcement of the independent contractor agreement, and additional arguments in support of other issues. Lauxman, Timothy 8/2/2023 5.90 $ 2,271.50 604 Work with Dr. Gonzalez on direct No Objection Raised $ 1500.00 $1,500.00 Francis, Carrie M 8/2/2023 5.00 300.00 $ 2,725.00 exam. 605 212.00 Continued revising the draft joint final Overruled $ 1272.00 $1,272.00 pretrial order to include issues regarding the implied contract, Dr. Gonzalez's rights under her express or implied contracts, her damages, the illegality of enforcement of the independent contractor agreement, and additional arguments in support of other issues. Lauxman, Timothy 8/3/2023 6.00 $ 2,310.00 Duplicative (Identical with entry 604 except for time) 606 Meet with Defendant's counsel Overruled $ 300.00 $300.00 300.00 regarding draft pretrial filings and Francis, Carrie M 8/3/2023 1.00 $ 545.00 prepare for same. Block-billing; vague and ambiguous 607 Communications with internal Overruled $ 30.00 $30.00 Pearce, Susan M 8/3/2023 0.30 100.00 $ 76.50 IC; Clerical team re Notice to Court Reporter. 608 Further work on jury instructions, Block-billing; vague and ambiguous; Excessive for Jury Overruled $ 900.00 $900.00 verdict forms, joint statement of the Instructions (73.6 hours - entries 562, 571, 572, 575, case, deposition designations/objections. 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621) Francis, Carrie M 8/4/2023 3.00 300.00 $ 1,635.00

609 212.00 Assisted with preparation of Dr. Overruled $ 1590.00 $1,590.00 Gonzalez's testimony on cross- examination by S.Leonhardt at trial, including providing her advice on how to respond when certain issues are raised (2.6); prepared objections to USHRN's proposed exhibits, deposition designations, verdict forms, and jury instructions (4.9). Duplicative/Excessive (2.6 - entry 592, 612, 613); Block- Lauxman, Timothy 8/7/2023 7.50 $ 2,887.50 billing (4.9) 610 212.00 Review discovery and deposition Overruled $ 890.40 $890.40 transcripts to prepare for mock cross Cheff, Ashley V 8/7/2023 4.20 $ 1,428.00 examination of Plaintiff. Duplicative/Excessive (entry 592, 610, 613) 611 212.00 Mock cross examination of Overruled $ 551.20 $551.20 Cheff, Ashley V 8/7/2023 2.60 $ 884.00 Duplicative/Excessive (entry 592, 610, 613) Plaintiff. 612 Prepare for and conduct mock Overruled $ 900.00 $900.00 Francis, Carrie M 8/7/2023 3.00 300.00 $ 1,635.00 Vague and ambiguous cross exam with Dr. Gonzalez. 613 Run comparison of defendant's Overruled $ 70.00 $70.00 notice to court reporter against plaintiff's 100.00 notice to court reporter (.4); revise and update notice to Pearce, Susan M 8/7/2023 0.70 $ 178.50 court reporter (.3). Clerical (.7) 614 212.00 Strategized with C.Francis Overruled $ 2120.00 $2,120.00 regarding providing objections to S.Leonhardt regarding its expected trial exhibits (.4); reviewed new sections of the joint final pretrial order added by S.Leonhardt the previous day (2.2); reviewed documents in our files to address each of USHRN's assertions of waiver, and drafted relevant responsive arguments showing that USHRN's assertions of waiver are baseless (6.5); added counterdesignations of Dr. Gonzalez's deposition and legal issue regarding Dr. Gonzalez's entitlement to judgment on USHRN's counterclaims that it is not pursuing at trial (.9). IC (.4); Excessive (6.5 - (It should not take this long to Lauxman, Timothy 8/8/2023 10.00 $ 3,850.00 address a simple waiver argument)) 615 Clerical (notice to court reporter); Block-billing; vague Overruled $ 600.00 $600.00 and ambiguous; Excessive for Jury Instructions (73.6 hours - entries 562, 571, 572, 575, 576, 577, 578, 579, Work on jury instructions, verdict 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 300.00 forms, notice to court reporter and 601, 602, 609, 616, 618, 619, 621) exhibit objections.

Francis, Carrie M 8/8/2023 2.00 $ 1,090.00 616 Communications with internal Overruled $ 50.00 $50.00 team re comparison of notice to court 100.00 reporter (.2); revise notice to court reporter (.3). Pearce, Susan M 8/8/2023 0.50 $ 127.50 IC(.2); Clerical (.5) 617 212.00 Reviewed USHRN's newly disclosed Overruled $ 1696.00 $1,696.00 redacted trial exhibits; revised objections to USHRN's trial exhibits Excessive for Jury Instructions (73.6 hours - entries 562, (1.2); revised objections to verdict forms 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, and jury instructions (4.1); revised our 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, jury instructions and verdict forms based 618, 619, 621) on USHRN's objections (2.7). Lauxman, Timothy 8/9/2023 8.00 $ 3,080.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 87 of 91

618 212.00 Strategized with C. Francis regarding Overruled $ 1484.00 $1,484.00 revisions to the joint final pretrial order based on USHRN's new objection to inclusion of issues despite purported waiver (1); revised the joint final pretrial order based on additional changes by IC (1); Block-billing (4.1); Clerical (4.1 (related to USHRN (1.1); revised the verdict forms filing); Excessive for Jury Instructions (73.6 hours - based on USHRN's objections (.8); entries 562, 571, 572, 575, 576, 577, 578, 579, 580, worked with C.Francis, staff, and 582, 583, 584, S.Leonhardt to finalize all of the 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, documents we needed to file, including 618, 619, 621); Excessive for Plaintiff's Trial Exhibits the joint final pretrial order, the parties' (82.1 total hours - entries 465-483, 487, 491, 492, 500, trial exhibit lists, proposed jury 502-505, 507, 509, 513, 535, 536, 542-544, 589, 594- instructions, proposed verdict forms, 596, 603, 619, 621, 622, 626, 627, 629, 631, 637) master witness list, voir dire, and joint statement of the case (4.1).

Lauxman, Timothy 8/10/2023 7.00 $ 2,695.00 619 212.00 Prepare for second mock cross No Objection Raised $ 212.00 $212.00 Cheff, Ashley V 8/10/2023 1.00 $ 340.00 examination of Plaintiff. 620 Block-billing; vague and ambiguous; Clerical (related to Overruled $ 2400.00 $2,400.00 filing); Excessive for Jury Instructions (73.6 hours - entries 562, 571, 572, 575, 576, 577, 578, 579, 580, 582, 583, 584, 587, 588, 590, 593, 597, 598, 599, 601, 602, 609, 616, 618, 619, 621); Excessive for Plaintiff's Trial Exhibits (82.1 total hours - entries 465-483, 487, 491, 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, 300.00 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Finalize all joint pretrial filings with Francis, Carrie M 8/10/2023 8.00 $ 4,360.00 Defendant's counsel. 621 Prepare final complete set of Clerical (3.5); Excessive for Plaintiff's Trial Exhibits Overruled $ 350.00 $350.00 exhibits for trial (3.1); telephone calls (82.1 and emails with S.Leonhardt's paralegal total hours - entries 465-483, 487, 491, 492, 500, 502- Pearce, Susan M 8/10/2023 3.50 100.00 $ 892.50 re same (.4). 505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

622 212.00 Assisted with preparation of Dr. Overruled $ 784.40 $784.40 Lauxman, Timothy 8/11/2023 3.70 $ 1,424.50 Duplicative (entry 620) Gonzalez's cross-examination. 623 212.00 Second mock cross examination Overruled $ 784.40 $784.40 Cheff, Ashley V 8/11/2023 3.70 $ 1,258.00 Block-billing; Duplicative (entry 625) and prep for pre-trial conference. 624 Work on mock cross exam with Dr. Overruled $ 1110.00 $1,110.00 300.00 Gonzalez; work on draft outlines Francis, Carrie M 8/11/2023 3.70 $ 2,016.50 for trial exams (3.7). Block-billing 625 Communications with internal team re IC; Clerical; Excessive for Plaintiff's Trial Exhibits Overruled $ 50.00 $50.00 final set of exhibits, exhibit and witness (82.1 lists and related items. total hours - entries 465-483, 487, 491, 492, 500, 502- Pearce, Susan M 8/11/2023 0.50 100.00 $ 127.50 505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

626 Clerical; Excessive for Plaintiff's Trial Exhibits (82.1 Overruled $ 280.00 $280.00 total hours - entries 465-483, 487, 491, 492, 500, 502- Complete preparation of final set of 505, 100.00 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, exhibits. 619, 621, 622, 626, 627, 629, 631, 637) Pearce, Susan M 8/11/2023 2.80 $ 714.00 627 Prepare searches in Relativity for Overruled $ 60.00 $60.00 Petersen, Vic 8/11/2023 0.60 100.00 $ 165.00 Clerical USHRN documents. 628 Prepare updated PDF exhibit for trial Clerical (2.3); IC (.4 + .4 (consult with team and Overruled $ 230.00 $230.00 exhibit 23 (.6); consult with case team coordinate with staff)); Excessive for Plaintiff's Trial regarding trial preparation (.4); Exhibits (82.1 total hours - entries 465-483, 487, 491, coordinate with support staff to have 492, 500, 502-505, 507, 509, 513, 535, 536, 542-544, trial exhibit cover pages applied for the 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 100.00 court (.4); prepare plaintiff trial exhibits 637) for secure file transfer (.9).

Petersen, Vic 8/14/2023 2.30 $ 632.50 629 212.00 Prep to argue motions in limine at Duplicative/Excessive (3rd attorney not needed for pre- Overruled $ 530.00 $530.00 pre-trial conference. trial conference) Cheff, Ashley V 8/14/2023 2.50 $ 850.00

630 212.00 Worked with staff to finalize Overruled $ 1187.20 $1,187.20 Plaintiff's exhibits and provide them to S.Leonhardt (.9); reviewed the parties' statements in the joint pretrial order and the motions in limine and reviewed the case law cited by each party in those documents to prepare for any argument that may be necessary at the final pretrial conference on 8/15 (3.4); started preparing outline of arguments at the Clerical (.9); Excessive for Plaintiff's Trial Exhibits final (82.1 total hours - entries 465-483, 487, 491, 492, 500, pretrial conference (1.3). 502- 505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, Lauxman, Timothy 8/14/2023 5.60 $ 2,156.00 603, 619, 621, 622, 626, 627, 629, 631, 637) 631 Communications with internal Overruled $ 210.00 $210.00 team re transcript request, trial preparation tasks, and trial equipment (.5); review pretrial order to determine 100.00 completion of all tasks required for trial, and identify missing or additional trial preparation needed (1.6). Pearce, Susan M 8/15/2023 2.10 $ 535.50 IC (.5); Clerical (2.1) 632 212.00 Duplicative/Excessive (3rd attorney not needed for pre- Overruled $ 742.00 $742.00 Cheff, Ashley V 8/15/2023 3.50 $ 1,190.00 Attend the pre-trial conference. trial conference) 633 212.00 Duplicative/Excessive (3rd attorney not needed for pre- Overruled $ 169.60 $169.60 Cheff, Ashley V 8/15/2023 0.80 $ 272.00 Prepare for pre-trial conference. trial conference) 634 212.00 Reviewed the parties' statements in the No Objection Raised $ 932.80 $932.80 joint pretrial order and the motions in limine and reviewed the caselaw cited by each party in those documents to prepare for any argument that may be necessary at the final pretrial conference (.3); continued preparing outline of arguments at the final pretrial conference (.6); attended the final pretrial conference and presented arguments in support of Dr. Gonzalez's position (3.5).

Lauxman, Timothy 8/15/2023 4.40 $ 1,694.00 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 88 of 91

635 Continue to prepare for and attend Sustained (.3); Overruled (5.7) $ 1710.00 $1,710.00 Final Pretrial Conference (3.5); file 300.00 notice of appearance for A. Cheff (.3); prepare filings for court use (2.2). Francis, Carrie M 8/15/2023 5.70 $ 3,270.00 Clerical (.3); Vague and ambiguous (2.2 + 3.5) 636 Prepare Trial Director database for this Clerical (2.1); Excessive for Plaintiff's Trial Exhibits Overruled $ 210.00 $210.00 matter (1.8); Prepare updated PDF (82.1 total hours - entries 465-483, 487, 491, 492, 500, exhibit for trial exhibit 23 (.3). 502- 100.00 505, 507, 509, 513, 535, 536, 542-544, 589, 594-596, 603, 619, 621, 622, 626, 627, 629, 631, 637)

Petersen, Vic 8/16/2023 2.10 $ 577.50 637 Begin preparation of copies of Overruled $ 250.00 $250.00 documents for court, jury, judge and counsel (1.3); prepare witness and 100.00 exhibit lists for court (.5); communications with internal team re same and logistics for trial Pearce, Susan M 8/16/2023 2.50 $ 637.50 preparation (.7). Clerical (2.5); IC (.7) 638 212.00 Began outlining the cross- examination Overruled $ 1759.60 $1,759.60 of Eric Tars, focusing on the various topic areas that we may need to inquire into and determining which of Plaintiff's exhibits are relevant to those issues; strategized with C.Francis regarding the issues to include out trial brief (2.1); reviewed the court rules regarding exhibit marking and JERS, and worked with staff to prepare a version of the excel file which is the basis for Plaintiff's Exhibit 23 (.7); reviewed the materials in our file regarding the production issues related to USHRN's 2019 board-approved budget (1.6); drafted motion for reconsideration of the court's decision to exclude Dr. Gonzalez's claim for damages outside the approximately $27,000 figure stated in Dr. Gonzalez's MIDP response (3.9).

Lauxman, Timothy 8/16/2023 8.30 $ 3,195.50 Clerical (.7); IC (.7) 639 Work on trial preparation including Overruled $ 1800.00 $1,800.00 outline of direct examination for R. Gonzalez (4.2); request for M. Johnson 300.00 to appear by remote video (.3); analyze settlement offer (.3); Motion for Reconsideration of Francis, Carrie M 8/16/2023 6.00 $ 3,270.00 Damages (1.2). Duplicative (1.2 - entry 639) 640 Trial preparation, including preparing Overruled $ 640.00 $640.00 exhibit copies for court, judge, jury and counsel, and preparing witness and exhibit lists (5.3); communications with internal team re same (.7); review 100.00 motion to allow virtual testimony (.2); communications with internal team re same (.2).

Clerical (5.3 + .7); Duplicative/Excessive (.2 + .2 - entry Pearce, Susan M 8/17/2023 6.40 $ 1,632.00 640); IC (.7 + .2 (communications with team)) 641 212.00 Assisted with Dr. Gonzalez's witness Overruled $ 2501.60 $2,501.60 preparation and settlement negotiations (1); continued drafting portions of the trial brief relating to USHRN's assertion of attorney-client privilege and why Rule 408 does not apply to Plaintiff's Exhibit 25 (5.9); researched the case law regarding what law applies to the assertion of attorney-client privilege, Arizona law regarding whether attorney- client privilege can apply to an independent contractor, implicit waiver of attorney-client privilege, and the applicability of Rule 408 (4.9).

Duplicative/Excessive (1 - entry 644); Duplicative/Excessive (4.9 - entries 88, 548, 555, 570, Lauxman, Timothy 8/17/2023 11.80 $ 4,543.00 577, 579, 586) 642 Perform equipment testing in the Overruled $ 120.00 $120.00 100.00 court (.5); Prepare back up trial laptop Petersen, Vic 8/17/2023 1.20 $ 330.00 (.7). Clerical (1.2) 643 Prepare direct and cross Overruled $ 2400.00 $2,400.00 examinations of Plaintiff (1.2); meeting with client regarding same (2); continue trial preparation, including 300.00 opening argument (3.8); attend hearing on MJB trial attendance (.5); prepare supplemental filing regarding same (.5). Duplicative/Excessive (1.2 - (cross-exam of pltf) entries Francis, Carrie M 8/17/2023 8.00 $ 4,360.00 592, 611, 612, 613, 620, 624, 625) 644 Trial preparation, including Overruled $ 660.00 $660.00 preparation of binders, exhibits for trial 100.00 and jury, and deposition designation Pearce, Susan M 8/18/2023 6.60 $ 1,683.00 copies. Clerical 645 212.00 Finished preparing outline of the cross- No Objection Raised $ 1632.40 $1,632.40 examination of Eric Tars, including sections on impeachment, Tars' lack of firsthand knowledge of the negotiations between Dr. Gonzalez and Marcia Johnson-Blanco, and the absence of evidence that USHRN made a payment to Max Rameau (3.2); reviewed all of USHRN's exhibits to find portions to use in Eric Tars' cross- examination, and discovered the difference between USHRN's version of DEX 130 (USHRN000451) and the version of USHRN000451 in Stinson's records (2.2); reviewed history of USHRN's production to determine why two documents existed with the same bates labeling (.9); drafted counter settlement offer to USHRN based on terms approved by Dr. Gonzalez in an effort to avoid trial (1.4).

Lauxman, Timothy 8/18/2023 7.70 $ 2,964.50 Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 89 of 91

646 Perform image quality and trial exhibit Overruled $ 290.00 $290.00 testing on the trial laptop for all exhibits 100.00 loaded to trial director. Petersen, Vic 8/18/2023 2.90 $ 797.50 Clerical 647 Continue trial preparation, Overruled $ 2400.00 $2,400.00 including Dr. Gonzalez direct exam outlines and opening statement (5.3); 300.00 work on settlement issues (1.1); work on Rameau document issues (.6); work on Tars cross outline (1). Duplicative (1 - entries 639, 646, 649); Block-billing Francis, Carrie M 8/18/2023 8.00 $ 4,360.00 (5.3); vague and ambiguous (5.3) 648 212.00 Finished outline of cross- examination No Objection Raised $ 1844.40 $1,844.40 of Eric Tars (1); continued drafting and finished drafting the trial brief, focusing on issues related to DEX 130 based on USHRN's issues when disclosing that document (.9), and the sections of the trial brief addressing the question of whether the court or the jury should decide USHRN's ratification argument (1.6), Dr. Gonzalez's accrual arguments (1.8), and the acknowledgement of a just claim argument (1.4), as well as the merits of those issues and the merits of Dr. Gonzalez's illegality (1.5) and equitable estoppel arguments (.5).

Lauxman, Timothy 8/19/2023 8.70 $ 3,349.50 649 212.00 Revised trial brief based on comments Overruled $ 699.60 $699.60 from C.Francis and made further revisions in the sections addressing the merits of Dr. Gonzalez's illegality and equitable estoppel arguments (2.8); worked with staff to finalize the trial brief, including adding tables of contents and authorities and ensuring the exhibit to the brief was ready, so that the brief could be filed while myself and C.Francis were in court (.5).

Lauxman, Timothy 8/20/2023 3.30 $ 1,270.50 Clerical (.5) 650 Work on witness preparation with client No Objection Raised $ 2400.00 $2,400.00 300.00 (6); work on opening Francis, Carrie M 8/20/2023 8.00 $ 4,360.00 statement (2). 651 Telephone calls with T. Lauxman Overruled $ 70.00 $70.00 and J. Nichols re witness and exhibit 100.00 lists (.4); prepare same for delivery to courthouse (.3). Pearce, Susan M 8/21/2023 0.70 $ 178.50 IC (.4); Clerical (.7) 652 212.00 Attended and assisted at trial, including Overruled $ 3010.40 $3,010.40 taking notes during jury selection, testimony, and discussions with the court while the jury was not present (9); practiced with A.Cheff the reading of the deposition designations for Ms. Crooms-Robinson's testimony as USHRN's 30(b)(6) representative (.8); researched Georgia law related to the issues before the court, including equitable estoppel and illegality, as well as the issue of waiver of a choice-of-law provision under Ninth Circuit, Arizona, and Georgia law (4.4). Duplicative/Excessive (.8 (not necessary to practice Lauxman, Timothy 8/21/2023 14.20 $ 5,467.00 reading depo)); Duplicative (4.4 - entries 649, 650) 653 Attend trial and assist with exhibit Duplicative/Excessive (8.7 (tech person not needed for Overruled $ 900.00 $900.00 100.00 presentation (8.7); load and set up entire trial)); Clerical (.3) Petersen, Vic 8/21/2023 9.00 $ 2,475.00 equipment at counsel's table (.3). 654 212.00 Review portions of deposition for Lisa Duplicative/Excessive (not necessary to practice reading Overruled $ 381.60 $381.60 Crooms to prepare to read it depo) Cheff, Ashley V 8/21/2023 1.80 $ 612.00 out load at trial. 655 212.00 Practice reading Lisa Crooms Duplicative/Excessive (not necessary to practice reading Overruled $ 169.60 $169.60 deposition with Tim Lauxman. depo) Cheff, Ashley V 8/21/2023 0.80 $ 272.00

656 Prepare for and attend jury trial day 1 Overruled $ 3600.00 $3,600.00 (9.5); work on trial brief for court evidentiary issues (.5); work on opening 300.00 statement (1.7); related correspondence with Francis, Carrie M 8/21/2023 12.00 $ 6,540.00 Defendant's counsel (.3). Block-billing (9.5); vague and ambiguous (9.5) 657 212.00 Prepared summary of research of No Objection Raised $ 2141.20 $2,141.20 Georgia law and waiver issues (.7); attended and assisted at trial, including taking notes during testimony (8.2); reviewed USHRN's trial brief and our counterarguments in our trial brief and our positions on the issues in the joint pretrial order, as well as the parties' proposed jury instructions and verdict forms, and each side's objections on those proposals (1.2). Lauxman, Timothy 8/22/2023 10.10 $ 3,888.50 658 Attend trial and assist with exhibit Overruled $ 900.00 $900.00 presentation at trial (8.5); print and Duplicative/Excessive (8.5 (tech person not needed for 100.00 prepare updated exhibits for trial entire trial)); Clerical (.5) Petersen, Vic 8/22/2023 9.00 $ 2,475.00 (.5). 659 212.00 Review case law and statutes on Overruled $ 381.60 $381.60 choice of law to provide C. Francis and T. Lauxaman with the relevant law to argue Georgia law does not Cheff, Ashley V 8/22/2023 1.80 $ 612.00 apply at trial. Duplicative (entries 169, 171, 653, 658) 660 Prepare for (3.5) and attend jury Overruled $ 3600.00 $3,600.00 Francis, Carrie M 8/22/2023 12.00 300.00 $ 6,540.00 Vague and ambiguous trial day 2 (8.5). Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 90 of 91

661 212.00 Continued reviewing the proposed jury Sustained (reduced 5.8 to 4) $ 1462.80 $1,462.80 instructions and verdict forms, and the parties' objections (1.2); reviewed the parties' trial briefs and positions in the joint final pretrial order, as well as the case law cited by each side (1); prepared an outline of our position and arguments for oral argument on those issues (.7); presented argument to the court on Dr. Gonzalez's position on issues for judgment as a matter of law, jury instructions, and verdict forms, and generally assisted C.Francis with her arguments (5.8). Incorrect Time/Excessive/Duplicative (5.8 (Trial Day 3 was not 5.8 hours long, inconsistent with entry 663, Lauxman, Timothy 8/23/2023 6.90 $ 3,349.50 664)) 662 Duplicative/Excessive (tech person not needed for Overruled $ 400.00 $400.00 entire trial + no presentation) Petersen, Vic 8/23/2023 4.00 100.00 $ 1,100.00 Attend trial.

663 Prepare for (2) and attend jury trial Incorrect Time/Excessive/Duplicative (6 (Trial Day 3 Sustained (reduced 6 to 4); Overrul $ 3000.00 $3,000.00 day 3 (6); work on closing argument and was not 6 hours long, inconsistent with entry 663, 662)); presentation materials for same (4). vague and ambiguous (2 + 6)

Francis, Carrie M 8/23/2023 10.00 $ 6,540.00 664 212.00 Reviewed the admitted exhibits to No Objection Raised $ 1060.00 $1,060.00 prepare for objections to USHRN's demonstrative exhibit (.4); reviewed admitted exhibits in court to ensure the exhibits provided to the jury were correct (.4); attended and assisted at trial, including asserting objections to USHRN's demonstrative and taking notes during proceedings (4.2). Lauxman, Timothy 8/24/2023 5.00 $ 1,925.00 665 Attend trial and assist with exhibit Duplicative/Excessive (tech person not needed for Overruled $ 400.00 $400.00 Petersen, Vic 8/24/2023 4.00 100.00 $ 1,100.00 presentation at trial. entire trial) 666 Prepare for (1.5) and attend jury Incorrect Time/Excessive/Duplicative (5 (Trial Day 4 Sustained (5 reduced to 4.2); Overru$ 1800.00 $1,800.00 trial day 4 (5); work on application for was not 5 hours long, inconsistent with entry 665, 666)); 300.00 attorneys' fees and costs (.3). Vague and ambiguous (1.5 + 5)

Francis, Carrie M 8/24/2023 6.00 $ 3,706.00 667 212.00 Reviewed Rules regarding No Objection Raised $ 42.40 $42.40 applications for awards of attorneys fees Lauxman, Timothy 8/28/2023 0.20 $ 77.00 (.2). 668 Francis, Carrie M 8/28/2023 0.70 300.00 $ 381.50 Work on fee motion (.7) Vague and ambiguous Overruled $ 210.00 $210.00 669 Further work on fee application (.3); Overruled $ 420.00 $420.00 300.00 analyze settlement strategy Francis, Carrie M 8/29/2023 1.40 $ 763.00 (1.1). Vague and ambiguous (.3) 670 212.00 Reviewed Arizona law regarding No Objection Raised $ 21.20 $21.20 the determination of which party is the "prevailing party" in a litigation with mixed results. Lauxman, Timothy 8/30/2023 0.10 $ 38.50 671 Correspondence with USHRN No Objection Raised $ 210.00 $210.00 counsel regarding fee application 300.00 conferral (.2); further work on fee application excel file (.5). Francis, Carrie M 8/30/2023 0.70 $ 381.50 672 Review final judgment and timing for Overruled $ 150.00 $150.00 300.00 appeal, fees and costs Francis, Carrie M 9/4/2023 0.50 $ 272.50 applications. Block-billing 673 212.00 Reviewed time entries in No Objection Raised $ 636.00 $636.00 preparation for motion for attorney fees. Lauxman, Timothy 9/6/2023 3.00 $ 1,155.00 674 212.00 Conferral with opposing counsel Sustained (.4) $ 1208.40 $1,208.40 regarding motion for attorney fees (.7); review time entries in preparation for motion for attorneys fees (5); review trial testimony of Ms. Marcia Johnson (.4). Lauxman, Timothy 9/7/2023 5.70 $ 2,348.50 Unrelated motion for reconsideration (.4) 675 Prepare for (1) and confer with USHRN Sustained (1); Overruled (1.3) $ 600.00 $600.00 counsel regarding fee application (.7); 300.00 work on fee application issues and analysis Francis, Carrie M 9/7/2023 2.00 $ 1,635.00 (1.3). vague and ambiguous (1 + 1.3) 676 212.00 Review court rules regarding Overruled $ 148.40 $148.40 motion for attorney fees and begin Lauxman, Timothy 9/9/2023 0.70 $ 269.50 drafting the motion. Duplicative (entry 668) 677 212.00 Researched Arizona law regarding the Sustained (2.2) $ 1293.20 $1,293.20 various tests for when a party is the successful party, and when a claim arises out of a contract (3.3); began drafting motion for attorney fees pursuant to A.R.S. 12-341.01 (2.8); researched Ninth Circuit law regarding sanctions under 28 U.S.C. 1927 (1.1); began drafting motion for sanctions pursuant to 28 U.S.C. (1.1). Lauxman, Timothy 9/11/2023 6.10 $ 3,195.50 Unrelated santions motion (1.1 + 1.1) 678 212.00 Researched Arizona and federal law Sustained (3.2); Overruled (.4) $ 1356.80 $1,356.80 regarding awards of prejudgment interest (.9); continued drafting motion for sanctions pursuant to 28 USC 1927 (3.2); finished drafting the motion for attorney fees pursuant to ARS 12- 341.01, and began drafting declaration of C.Francis in support of the motion (5.1); reviewed local rule 54.2 for specifics on what must be included in a declaration supporting a motion for attorney fees (.4). Duplicative (.4 - entries 668, 677); Unrelated santions Lauxman, Timothy 9/12/2023 6.40 $ 3,696.00 motion (3.2) Case 2:20-cv-00757-DWL Document 231 Filed 01/12/24 Page 91 of 91

679 212.00 Prepared transcript request for for Sustained (6.3) $ 402.80 $402.80 portions od Trial Day 3, in order to support motions for sanctions and prejudgment interest (.2); researched which federal rule was the appropriate vehicle for a motion for prejudgment interest after entry of judgment (.4); continued drafting motion for sanctions pursuant to 28 USC 1927, including gathering evidentiary support for USHRN's Counsel's reckless and bad faith pursuit of USHRN's counterclaims (5.4); researched cases applying 28 USC 1927 (.7); reviewed and revised time entries to remove from fee and sanction requests any time entries that solely sought fees incurred on Dr. Gonzalez's tort claims or other issues not related to the claims and counterclaims on which she prevailed (1.5).

Lauxman, Timothy 9/13/2023 1.90 $ 3,157.00 Clerical (.2); Unrelated santions motion (.2 + 5.4 + .7) 680 212.00 Finished drafting motion for sanctions Sustained $ 0.00 $ 0.00 pursuant to 28 USC 1927 (.8); drafted declaration of C.Francis in support of motion for sanctions (.4); reviewed and revised time entries to remove from fee and sanction requests any time entries that solely sought fees incurred on Dr. Gonzalez's tort claims or other issues not related to the claims and counterclaims on which she prevailed, or which needed revision to comply with the local rule's requirements, included privileged information, or were unclear (5.7).

Unrelated sanctions motion (.8 + .4 + 5.7); Incorrect Lauxman, Timothy 9/14/2023 7.10 $ 2,733.50 time (should be 6.9, not 7.1) 681 Work on application for attorney fees Sustained (2.0); Overruled (2.6) $ 1500.00 $1,500.00 (1.8); brief research re apportionment of success arguments (1.6); work on motion for sanctions (2); research re fee award against non-appearing attorney 300.00 identified in pleadings (.8); draft and file application for costs and review receipts in Unrelated sanctions motion (2); Clerical (.8 (filing of support of same (.8). app for costs and review of receipts)); vague and Francis, Carrie M 9/14/2023 5.00 $ 3,815.00 ambiguous (1.8 + 2) 682 212.00 Finished reviewing and revising Sustained (6.1); Overruled (1.7) $ 360.40 $360.40 time entries to motion for attorneys fees, and then further removed time entries which were supportable under the motion made pursuant to ARS 12- 341.01 but not 28 USC 1927 (4.3); revised the motion for sanctions pursuant to 28 USC 1927, focusing on ensure the exhibits' citations, and preparing the motion and exhibits for filing (1.8); revised motion for attorney fees and declaration for filing, including preparing exhibits (1.7). Unrelated sanctions motion (4.3 + 1.8); Clerical (1.7 Lauxman, Timothy 9/15/2023 1.70 $ 3,003.00 (preparing exhibits)) 683 Work on application for attorny fees and Sustained (1.2); Overruled (3.8) $ 1500.00 $1,500.00 finalize and file same (3.8); research re case law cited therein for limitations on Unrelated motion for sanctions (1.2); Clerical (3.8 + 1.2 300.00 use (1.2); work on motion for sanctions (filing of app for attorney's fees and filing of sanctions and delcaration in support of same with motion)); vague and ambiguous (3.8) exhibits, finalize and file same (1.2) Francis, Carrie M 9/15/2023 5.00 $ 3,379.00

TOTAL: $234,881.00 TOTAL AS OF AUG. 16, 2023: $185,956.20 TOTAL AS OF DEC. 21, 2021: $97,135.80