IN the CIRCUIT COURT of the TWELTH JUDICIAL CIRCUIT WILL COUNTY, ILLINOIS MICHAEL MARCONI, Et Al., Plaintiffs, V. CITY of JOLIET

Andrea Lynn Chasteen Will County Circuit Clerk Twelfth Judicial Circuit Court Electronically Filed 10MR165 IN THE CIRCUIT COURT OF THE TWELTH JUDICIAL CIRCUITFiled Date: 4/20/2018 5:54 PM WILL COUNTY, ILLINOIS Envelope: 924092 Clerk: KA

MICHAEL MARCONI, et al., ) ) No. 10 MR 0165 Plaintiffs, ) ) v. ) ) CITY OF JOLIET, a municipal corporation, ) ) Defendants. )

PLAINTIFFS’ MOTION FOR ATTORNEY’S FEES AND INCENTIVE AWARDS

Plaintiffs Michael Marconi and David Connor (“Plaintiffs”) respectfully move this

Honorable Court for an order awarding attorney’s fees and incentive awards, stating in support as follows:

Introduction

After years of hard-fought litigation, Plaintiffs achieved an excellent settlement that ensures all class members will have affordable health insurance for the rest of their lives, while also providing for substantial refunds for alleged overpayments of past healthcare costs.

In this case, Plaintiffs alleged that Joliet has long promised its employees certain benefits, including healthcare benefits that carry over into retirement, and that Joliet violated the Illinois

Constitution and breached various collective bargaining agreements when it increased the costs of those benefits without the retirees’ permission in 2010.

The settlement creates a common fund (“Settlement Fund”) of $702,139.99, which Class

Counsel anticipates will result in each Class Member receiving more than $1,570. The settlement also provides injunctive relief, guaranteeing that the cost of Class Members’ healthcare deductibles and prescription drug copays will remain at their current levels and will never increase. Importantly, Class Members do not need to do anything to receive the settlement benefits.

The settlement was the result of years of adversarial litigation, as well as arms-length negotiations, and provides class members with both a substantial cash payment and certainty with respect to future costs for deductibles and prescription drug copays. I. SUMMARY OF LITIGATION AND SETTLEMENT.

A. The Litigation

Plaintiffs filed this case in 2010, seeking redress for Joliet’s decision to reduce their retirement benefits without consent. Plaintiffs’ initial complaint alleged that Joliet’s unilateral reduction in their retirement benefits violated the Illinois Constitution, as well as the Collective

Bargaining Agreements (“Contracts”) that governed the terms and conditions of their employment. This Court agreed with Plaintiffs, holding that Joliet violated the Illinois

Constitution. The Court granted summary judgment for Plaintiffs and entered a Final Order on

November 2, 2011. See Final Judgment entered on November 2, 2011.

The Illinois Appellate Court, Third District, reversed and remanded for further fact finding. Specifically, the Appellate Court held:

Before deciding this case under the pension protection clause of the Illinois Constitution, the circuit court should have first determined whether it could be decided on nonconstitutional grounds. The contractual issue discussed above must be considered before any constitutional issues may be decided. Thus, pursuant to the constitutional avoidance doctrine and Supreme Court Rule 366(a)(5), we reverse and remand so that the circuit court may take additional evidence and determine whether each plaintiff has a vested right to receive the specific health care benefits promised in the collective bargaining agreement under which he retired. After considering all of the evidence relevant to this question, the court shall apply a presumption in favor of vesting as described in the foregoing opinion unless: (1) the language of the collective bargaining agreements unambiguously shows that the parties did not intend the benefits to vest; or (2) if the contract language is ambiguous, extrinsic evidence suggests that the parties did not intend the benefits to vest. Only if the circuit court finds no vested contractual rights should it address whether the benefits at issue are protected under the pension protection clause.

Marconi v. City of Joliet, 2013 IL App (3d) 110865, ¶ 45, 989 N.E.2d 722, 737 (3d Dist. 2013).

After the Illinois Supreme Court denied Joliet’s request for leave to appeal, the mandate issued on November 10, 2014. On remand, Plaintiffs moved to certify this case as a class action,

2 and accordingly amended their complaint to include class allegations, ensuring the fact finding described by the Third District Appellate Court would apply equally to all Joliet retirees.

The Court certified the case as a class action, and subsequently amended the class definition, so that the following two subclasses are certified:

(a) one subclass covers individuals “who retired before January 1, 2010 as bargaining unit employees whose retiree health care benefits were subject to collective bargaining agreements and whose health care benefits were reduced in any way after their retirement”; and

(b) one subclass covers “former City of Joliet employees who retired before January 1, 2010 and whose retiree health care benefits were reduced in any way after their retirement.”

(Order on 5/18/2016 at 2.)

The parties subsequently completed a substantial amount of discovery. See Affidavit of

Scott Rauscher (“Rauscher Aff.”). In particular, the parties served and responded to eight separate sets of written discovery, produced more than 6,000 pages of documents, and conducted six depositions. Rauscher Aff. ¶ 35.

Following discovery, the parties both filed motions for summary judgment, asking the

Court to resolve all liability issues short of trial. Rauscher Aff. ¶ 35. While those motions were pending, the parties began discussing a possible resolution of the case. Rauscher Aff. ¶ 39. After extensive negotiations, including an in-person negotiation with client representatives present

(including Mr. Conner and Mr. Marconi), as well as numerous written and telephonic discussions, the parties were able to reach a settlement that provides valuable relief to the Class

Members. Rauscher Aff. ¶ 39-43.

II. The Settlement Provides Valuable Benefits to the Class

Joliet has agreed to create a Settlement Fund of $702,139.99, which represents a refund of approximately 48% of the alleged overcharges for healthcare premiums and prescription drug

3 copays. Rauscher Aff. at Ex. 2 (Settlement Agreement). Each Class Member will receive an equal share of the Settlement Fund and, as described in the motion for preliminary approval, all but three Class Members will receive their share of the Settlement Fund without taking any action on their part. Id.1 Class Counsel estimates that Class Members will receive more than

$1,570 each through this settlement, with checks automatically mailed to them. Rauscher Aff. ¶

45.

In addition to the monetary payments described above, Joliet has agreed to injunctive relief. Namely, Joliet has agreed that it will never increase the healthcare deductible or prescription drug copay for any Class Member. Rauscher Aff. at Ex. 2 (Settlement Agreement).

In addition, it has agreed to freeze the premium for retiree dependent care coverage at the current level through at least the end of 2030. Id. This is an additional benefit for Class Members beyond their allegations in the Complaint: unlike with the deductibles and prescription drug copays that

Joliet increased in 2010, Joliet had not increased the dependent care premiums. Rauscher Aff. ¶

43. The Settlement Agreement ensures that Joliet will not do so for at least another twelve years, and it reserves Class Members’ rights to challenge any dependent premium increase after 2030.

Rauscher Aff. at Ex. 2 (Settlement Agreement).

III. Class Counsel’s Fee Request Is Reasonable.

Based on the settlement, Class Counsel requests $234,000 in fees and expenses, representing one-third of the common fund. As described below, given the excellent result

1 As noted in the Settlement Agreement, Joliet’s records indicate that three Class Members have not paid anything for healthcare coverage from Joliet since 2010. Therefore, those three Class Members have necessarily not overpaid for healthcare coverage from Joliet. Because they have not paid anything, they will not receive payment from the Settlement Fund, unless they provide proof within thirty days of the Class Notice being sent that they have paid for such benefits. Class Counsel will include a letter with those three Class Members’ notices informing them of these facts. 4

achieved in this case, Class Counsel’s request is reasonable. So too is the request for $10,000 incentive awards for both of the Named Plaintiffs. Mr. Conner and Mr. Marconi were actively involved throughout this litigation, including spending thousands of dollars out of pocket to pay previous counsel, before current Class Counsel agreed to take this case on a contingency basis.

A. The Court should award Class Counsel a percentage of the common fund.

Class Counsel created a common fund for Joliet retirees, and the law provides for fees and expenses to be reimbursed from that fund. Under the common fund doctrine, “a litigant or lawyer who recovers a common fund for the benefit of persons other than himself or his clients is entitled to a reasonable attorney’s fee from the fund as a whole.” Wendling v. S. Ill. Hosp. Servs.,

242 Ill. 2d 261, 265 (2011) (internal quotations omitted). The common fund doctrine “is founded on the rationale that successful litigants would be unjustly enriched if their attorneys were not compensated from the common fund created for the litigants’ benefit.” Brundidge v. Glendale

Fed. Bank F.S.B., 168 Ill. 2d 235, 238 (1995). “By awarding fees payable from the common fund created for the benefit of the entire class, the court spreads the costs of litigation proportionately among those who will benefit from the fund.” Id. The Court has the discretion to award fees from the common fund based on either a percentage of the recovery or on Class Counsel’s lodestar. Brundidge, 168 Ill. 2d at 238, 243-44.

Calculating fees under the percentage-of-recovery method is a straightforward method of awarding fees based on the amount the class recovers. See id. By contrast, fees under the lodestar method are calculated by multiplying the number of hours spent working on the case by counsel’s hourly rate, which then may be multiplied to account for the fact that it would be unreasonable to “expect[] a lawyer whose compensation is contingent upon his success to charge, when successful, as little as he would charge a client who in advance had agreed to pay

for his services, regardless of success.” See Fiorito v. Jones, 72 Ill. 2d 73, 90 (1978) (internal quotation omitted), abrogated on other grounds by Brundidge, 168 Ill. 2d 235.

The trend in awarding fees in common fund cases skews strongly toward using the percentage-of-recovery method, whereas “the lodestar approach has been subjected to increased scrutiny as its deficiencies began to offset or exceed its benefits.” See Ryan v. City of Chicago,

274 Ill. App. 3d 913, 923, 654 N.E.2d 483, 491 (1st Dist. 1995) (“The growing weight of authority … indicates that although the lodestar is still alive, particularly with regard to statutory fee-shifting cases, a percentage fee also may be appropriate in common fund cases.”); see also

Brundidge, 168 Ill. 2d at 242-43 (criticizing lodestar method because “[e]valuating the hours actually expended is a laborious, burdensome, and time-consuming task that may be biased in hindsight,” and “[t]he risk multiplier is little short of a wild card in the already uncertain game of assessing fees under the lodestar calculation”).

“Awarding attorney fees to plaintiffs’ counsel based on a percentage of the fund held by the court is, overall, a fair and expeditious method that reflects the economics of legal practice and equitably compensates counsel for the time, effort, and risks associated with representing the plaintiff class.” Brundidge, 168 Ill. 2d at 243. In Brundige, however, the Supreme Court also acknowledged that there “may be circumstances where the lodestar method will remain the more appropriate method of awarding fees.” Id. (emphasis added). Factors suggesting that the lodestar method should be used include the following: (1) “the damages awarded are high but the costs and length of the litigation were comparatively slight”; (2) “the individual claimants will receive only a small amount of the final award”; (3) the parties decided to settle “prematurely rather than continue the litigation”; and (4) “the issues are relatively straightforward and can be disposed of

quickly,” as opposed to cases where “the issues appear complicated and the litigation protracted.” Id.

None of the factors that the Supreme Court identified in Brundige as potentially supporting the use of the lodestar method to calculate fees are present here. First, this litigation was filed in 2010. It lasted many years and was heavily litigated. Since Class Counsel became involved in 2015, Plaintiffs filed an amended complaint, got a class certified, conducted fulsome discovery, briefed cross- motions for summary judgment, and negotiated an arms-length settlement. This is not a case that settled after only a “slight” amount of litigation. Second, the individual claimants are receiving substantial awards. If the Court grants Class Counsel’s fee request, each Class Member will receive more than $1,570 in cash, plus substantial benefits in the form of a binding promise by Joliet to never increase the costs of healthcare deductibles or prescription drug copays. Third, and related to the first point, the case settled only after fulsome discovery, and while cross-motions for summary judgment were pending and each side could fully evaluate the strengths and weaknesses of the claim. The settlement was not premature.

Finally, the issues in this case were not “relatively straightforward.” Rather, this case involved difficult questions of constitutional law and contract interpretation, as well as the interplay between the two, which likely explains why it took eight years to resolve.

In short, for the reasons described above, the Court in this case should use the percentage-of-recovery method to calculate the appropriate fee.

B. The Court should award a one-third fee

Courts in Illinois have determined the appropriate percentage by analyzing the risk involved in pursuing a case, along with class counsel’s efforts, and the results obtained for the class. See, e.g., Shaun Fauley, Sabon, Inc. v. Metro. Life Ins. Co., 2016 IL App (2d) 150236, ¶

24, 52 N.E.3d 427, 436 (2d Dist. 2016) (affirming one-third percentage award that was based on

“‘the substantial amount of time, expense and effort expended in litigating this case [and that] class counsel accepted a substantial risk in prosecuting this case under a contingency fee agreement given the vigorous defense of the case’”). When courts use the percentage method to determine fees, typically “50% of the fund is the upper limit on a reasonable fee award from any common fund, in order to assure that fees do not consume a disproportionate part of the recovery obtained for the class, though somewhat larger percentages are not unprecedented.” See Newberg on Class Actions § 15:83 (5th ed.). In Illinois, courts frequently award fees of one-third or higher. See, e.g., id.; see also Ryan, 274 Ill. App. at 924 (affirming award of 1/3 of common fund in pension-related litigation); Guerrant v. Roth, 334 Ill. App. 3d 259, 268–69, 777 N.E.2d 499,

506 (1st Dist. 2002) (“Similar to most contingent fee agreements, the parties’ agreement used a percentage-of-recovery method, i.e., one-third of the total of any settlement or judgment.”);

Crossley v. Joya Comm’ns, Inc., No. 16-CH-14771 (Cir. Ct. Cook Cnty. 2017) (approving 33.3% fee award in a TCPA class action settlement); Willis, et al. v. iHeartMedia, Inc., No. 2016 CH

02455 (Cir. Ct. Cook Cnty. 2016) (approving a fee request of 40% of common fund in a telephone consumer protection act class action settlement); Clark v. Gannett Co., Inc., No. 16

CH 06603 (Cir. Ct. Cook Cnty. 2016) (approving a 39% fee award in a telephone consumer protection act class action settlement).2

1. The case presented significant risks

This case presented difficult questions of constitutional law, contract interpretation, and the interplay between the two. Rauscher Aff. ¶ 32. When Class Counsel agreed to take this case,

2 The final approval orders from Crossley, Willis, and Clark are attached as Exhibit 3 to the affidavit of Scott Rauscher. 8 there were significant risks that the case would not be certified as a class action, and that Joliet would prevail on the merits regardless of whether the case was certified as a class action.

a. There was a real risk that the Court would not certify a class

This case was initially brought by a small number of individual plaintiffs who alleged that Joliet had improperly raised the cost of their healthcare deductibles and prescription drug copays. See Petition for Declaratory Judgment dated February 26, 2010. The plaintiffs did not seek to proceed on behalf of a class at the time. See id. After the original petition was filed, the case proceeded on behalf of the individual plaintiffs only, with the trial court granting the plaintiffs partial summary judgment on constitutional grounds. The appellate court, however, reversed that ruling and remanded for the trial court to consider whether it could decide the case on non-constitutional grounds before reaching the constitutional issues. Marconi v. City of Joliet,

2013 IL App (3d) 110865, ¶ 45.

On remand, the Mr. Conner and Mr. Marconi decided that they wanted to pursue the case as a class action, and they retained Class Counsel to do so. When Class Counsel agreed to take the case, however, it was far from clear that the case would be certified as a class action, or if it was certified as a class action, how large of a class might be certified. Rauscher Aff. ¶ 33.

Indeed, other cases with similar allegations have not resulted in class treatment. See In re

Pension Reform Litig., 2015 IL 118585, 32 N.E.3d 1, 14 n. 9 (noting that plaintiffs in litigation similar to Marconi had sought class certification but later withdrew class allegations); see also

Underwood v. City of Chicago, 2017 IL App (1st) 162356, ¶ 11, 84 N.E.3d 420, 426 (1st Dist.

2017) (declining to reverse trial court’s denial of motion to certify class in similar case to

Marconi).

b. The case was difficult on the merits

In addition to the risk that the Court might not certify a class, there was also a real risk that Plaintiffs might lose on the merits, given Joliet’s vigorous defense to Plaintiffs’ claims.

Plaintiffs alleged that Joliet violated a host of collective bargaining agreements, as well as the Illinois Constitution, by increasing the cost of certain retirement benefits. Although Plaintiffs believe strongly in the merits of their case, the issues were complex, and required a trip to the appellate court even before the class certification stage. On remand, the case became more complicated, with the introduction of new collective bargaining agreements and constitutional claims. Moreover, this case was one of many involving alleged unconstitutional treatment of retiree benefits in Illinois, and the reported decisions in those cases produced mixed results for plaintiffs. For example, the Illinois Supreme Court ruled in favor of retirees when it struck down a state law in In re Pension Reform Litig., 2015 IL 118585 that reduced certain retirement annuity benefits, but then issued a mixed ruling in Matthews v. Chicago Transit Auth., 2016 IL

117638, ¶ 104, 51 N.E.3d 753, 782 (2016), with respect to benefits for Chicago Transit Authority employees. And in Underwood, 84 N.E.3d 420, the First District Court in large part affirmed a decision holding that City of Chicago employees did not have a guaranteed lifetime right to healthcare benefits at a set cost.

In line with the mixed case law, the parties in this case took diametrically opposite views of the merits, with both sides moving for summary judgment on liability. Rauscher Aff. 35. The case settled while those motions were pending, and while the risk that the Court would grant

Joliet’s motion in part or in full, was also therefore pending. Rauscher Aff. ¶ 39.

2. Class Counsel devoted substantial resources to this case and achieved an excellent result for the Class

Despite the above-described risks, Class Counsel agreed to pursue this case on a contingent basis, including by advancing the costs of litigation. Rauscher Aff. ¶ 33. Class

Counsel’s firm dedicated all resources necessary to litigate this case against a tough adversary that had already shown its willingness to aggressively defend itself in this case, including at the appellate level. Rauscher Aff. ¶ 46. After being retained by the Named Plaintiffs, Class Counsel vigorously pursued this litigation for years. We investigated and thoroughly researched the potential claims and defenses, filed an amended complaint, pursued substantial discovery, got a class certified, and briefed cross-motions for summary judgment. Rauscher Aff. ¶ 35.

All of that work put Class Counsel in a position to fully evaluate the merits of both parties’ claims and defenses once Joliet indicated a willingness to entertain serious settlement discussions after summary judgment was briefed. Rauscher Aff. ¶ 39. Class Counsel used that knowledge of the case to negotiate the best possible deal for Class Members, a result reached only after substantial, adversarial, arms-length negotiations that included an in-person settlement conference and a substantial number of telephone calls and written correspondence. Rauscher

Aff. ¶ 44.

Class Counsel submits that the final settlement, providing more than $1,570 per Class

Member, as well as a lifetime guarantee that their deductibles and prescription drug benefits will never increase above today’s affordable healthcare benefits, represents an excellent result given the strengths and weaknesses of the claims in this case. Rauscher Aff. ¶ 45.

Moreover, beyond securing the settlement, Class Counsel will continue to dedicate whatever resources are necessary to ensure that the settlement is carried out. Most notably, Class 11

Counsel’s firm has conducted the notice program – initially notifying Class Members that the case was certified as a class action, and then sending out a second notice once the settlement was preliminarily approved – at its own expense and using its own personnel, rather than retaining an outside claims administrator. Rauscher Aff. ¶ 36. Class Counsel does not seek additional reimbursement for this time or expense. Nor does Class Counsel seek reimbursement for any other out-of-pocket expenses. Rauscher Aff. ¶ 36.3

IV. The requested incentive awards are reasonable and should be approved

Finally, Plaintiffs ask that the Court approve incentive awards of $10,000 to Mr.

Conner and Mr. Marconi. These amounts are well within the range of incentive awards that have been approved in other class actions, and are particularly appropriate given Mr.

Conner’s and Mr. Marconi’s substantial role in this litigation.

Courts frequently issue incentive awards to named plaintiffs in class actions, as such payments “serve to encourage the filing of class actions suits.” GMAC Mortg. Corp. of Pa. v.

Stapleton, 236 Ill. App. 3d 486, 497, 603 N.E.2d 767, 776 (1st Dist. 1992). “In deciding whether such an award is warranted, relevant factors include the actions the plaintiff has taken to protect the interests of the class, the degree to which the class has benefitted from those actions, and the amount of time and effort the plaintiff expended in pursuing the litigation.”

Cook v. Niedert, 142 F.3d 1004, 1016 (7th Cir. 1998).

Mr. Conner and Mr. Marconi have easily justified $10,000 incentive awards. As an initial matter, they filed this case nearly eight years ago, and paid lawyers thousands of dollars out of pocket to represent them before Class Counsel agreed to take this case on a contingency

3 In addition, Class Counsel is not seeking any additional fee based on the substantial value of the injunctive relief, whereby Joliet has promised to not ever increase the cost of Class Members’ deductibles or prescription drug copays. Rauscher Aff. ¶ 42. 12

basis. Rauscher Aff. ¶ 46. In the past eight years, they have been actively involved in the litigation, including by: pursuing an appeal; producing documents; sitting for a deposition, and participating in the settlement discussions, both by consulting with Class Counsel and by attending an in-person settlement conference with Joliet. Rauscher Aff. ¶ 46.

Given their extensive involvement in the case, the incentive awards sought here for Mr.

Conner and Mr. Marconi are consistent with—indeed, are lower than—those awarded in other common fund class actions with active participation such as here. See, e.g., Will v. Gen.

Dynamics Corp., No. CIV. 06-698-GPM, 2010 WL 4818174, at *4 (S.D. Ill. Nov. 22, 2010)

(describing $25,000 named plaintiff incentive award as “well within the ranges typically awarded” for participation in the litigation); Berger v. Xerox Corp. Retirement Income

Guarantee Plan, No. 2004 WL 287902, at *3 (S.D. Ill. Jan. 22, 2004) (approving $20,000 named plaintiff incentive awards).

CONCLUSION

For the reasons stated above, Plaintiffs respectfully request that the Court grant Class

Counsel’s request for attorney’s fees and incentive awards for the Named Plaintiffs.

RESPECTFULLY SUBMITTED,

/s/ Scott Rauscher ATTORNEY FOR PLAINTIFFS

Michael Kanovitz Scott R. Rauscher LOEVY & LOEVY 311 N. Aberdeen St., Third Floor Chicago, IL 60607 (312) 243-5900

CERTIFICATE OF SERVICE

I, Scott R. Rauscher, an attorney, hereby certify that on April 20, 2018, I caused the foregoing Motion to be filed via the Court’s electronic filing system and served on the below, counsel of record for Defendant City of Joliet, via electronic mail.

James J. Powers CLARK BAIRD SMITH LLP 6133 North River Road, Suite 1120 Rosemont, Illinois 60018

/s/ Scott Rauscher Scott R. Rauscher

CITY OF JOLIET, a municipal corporation, ) ) Defendants. )

AFFIDAVIT OF SCOTT RAUSCHER IN SUPPORT OF PLAINTIFF’S MOTION FOR ATTORNEY’S FEES AND INCENTIVE AWARDS

Pursuant to Section 1-109 of the Illinois Code of Civil Procedure, I hereby declare and state as follows:

1. I am over the age of eighteen and am fully competent to make this affidavit.

2. This affidavit is based upon personal knowledge unless otherwise indicated.

3. I am a partner at the law firm of Loevy & Loevy and submit this affidavit in support of Plaintiff’s Motion for Attorney’s Fees and Incentive Awards.

4. I was appointed as Class Counsel, along with my partner, Michael Kanovitz.

Throughout the case, I served as the primary attorney for the class, and I consulted with Mr.

Kanovitz at each stage of the case.

5. In this affidavit, I will provide background information about my firm, including my qualifications and Mr. Kanovitz’s qualifications, and I will discuss the litigation and settlement of this case.

Loevy & Loevy’s experience

6. Loevy & Loevy is a highly experienced litigation and trial firm, having won

hundreds of millions of dollars in verdicts and settlements for clients with diverse legal issues,

including civil rights, False Claims Act cases for whistleblowers, and class actions.

7. Our firm is consistently willing to represent clients who no other firms will represent because the cases are either too challenging, or because there are not a lot of economic damages. We take cases that we believe in, regardless of whether there are substantial compensable injuries. The firm also devotes hundreds of hours each year to pro bono cases,

primarily post-conviction work.

8. Our firm handles cases almost exclusively on a contingent-fee basis. For civil

rights cases, our standard contingency fee is 40% of the gross recovery. When we represent

whistleblowers in False Claims Act cases, our standard retainer provides for a 45% contingency

fee if the government intervenes to prosecute the case, and a 50% contingency fee if the

government declines to intervene.

9. We accept cases with the expectation that we will take them all the way through

trial, and the appellate process if needed, and we treat every case as if it will go that far.

10. As described below, litigating this case was no exception.

11. A firm resume containing detailed information about our firm and its attorneys is

attached as Exhibit 1 hereto. In addition to the firm resume, I would like to give the Court a brief

summary of the background and qualifications of the attorneys listed above.

Scott Rauscher

12. I graduated from the University of Chicago Law School in 2005, with honors.

Immediately after law school, I clerked for the Honorable Rhesa H. Barksdale, United States

Court of Appeals for the Fifth Circuit. I then joined Sidley Austin LLP, where I practiced for

more than five years.

13. I joined Loevy & Loevy in 2012, and I am a partner at the firm.

14. My practice at Loevy & Loevy concentrates on civil rights cases, whistleblower litigation, and class actions.

15. Since joining Loevy & Loevy, I have served in lead roles on cases in varied substantive areas of the law, resulting in recoveries in excess of $100 million. For example, I am co-class counsel in Aranda/Birchmeier v. Caribbean Cruise Line, Case No. 12-4096

(N.D. Ill.), a consumer class action that resulted in a settlement of $56-$76 million for the class. In awarding attorney’s fees in the Aranda case, the Honorable Matthew Kennelly noted

“that counsel provided exceptional representation for the class and produced high-value output.” Aranda v. Caribbean Cruise Line, Inc., 12 C 4069, 2017 WL 1369741, at *3 (N.D.

Ill. Apr. 10, 2017).

16. In addition to my experience litigating class actions, I was invited to serve as a panelist in 2016 for a continuing legal education program on topics and trends in consumer class actions, sponsored by the Chicago Chapter of the Federal Bar Association.

17. I also served in a lead role in United States, et al. v. LifeWatch Services, Inc.,

1:13-cv-4052 (N.D. Ill.), a False Claims Act case act case that resulted in a nearly $13 million settlement after the government declined to intervene in the case.

18. I am also an experienced trial attorney, with first chair jury trial experience, and have been part of trials resulting in verdicts in excess of $90 million.

19. As one example of my trial experience, in the commercial context, I recently served as a member of the trial team for the plaintiff in Cook County v. USI, Case No. 2012-

L-008066 (Cir. Ct. Cook Cnty. Ill.), which resulted in a $9,050,000 verdict.

20. In the civil rights context, among other cases that I have tried, I was a member of the trial team and had a lead role in the post-trial discovery in Colyer v. City of Chicago,

Case No. 12-cv-4855 (N.D. Ill.), a shooting case that resulted in a multi-million settlement, as well as an internal investigation into the City of Chicago Law Department Civil Rights

Unit’s discovery practices, after the court granted a new trial as a result of attorney misconduct.

Michael Kanovitz

21. Mr. Kanovitz graduated cum laude from the Cornell Law School in June 1994.

He spent the first three years of his career practicing general and commercial litigation at

Stites & Harbison, a large firm based out of Louisville, Kentucky. After three years, he left

Stites & Harbison and chose to begin representing plaintiffs. After one year as a solo practitioner, he accepted an associate attorney position in Washington, D.C. with a boutique law firm then known as Mehri, Malkin, & Ross. While there, Mr. Kanovitz started the firm’s practice area in consumer protection class actions and whistleblower cases under the False

Claims Act. He worked there until September of 2001. Since that time, Mr. Kanovitz has been a partner with Loevy & Loevy.

22. Mr. Kanovitz’s practice areas at Loevy & Loevy include, among others,

Section 1983 civil rights litigation, class actions, whistleblower protection, and federal False

Claims Act litigation.

23. Mr. Kanovitz has served as class counsel in a number of successful class actions, including Young v. County of Cook, Case No. 06-cv-552 (N.D. Ill.), a certified class action 4

alleging unconstitutional strip searches, as well as a related case against Cook County’s former

insurers, in which our firm has secured $107 million in settlements after winning a trial on

liability and multiple damages trials in the original case and another trial in the case against the

insurance companies for improperly denying coverage. He also served as class counsel in Flood

v. Dominguez, Case No. 08-cv-153 (N.D. Ind.), a conditions of confinement class action that

resulted in a $7.2 million settlement. In approving that settlement, the Honorable Philip P. Simon

stated that “class counsel [from Loevy & Loevy]…are highly experienced, highly respected and

have done an outstanding job in the face of a very strong opposition.” He also served as class

counsel in Dunn v. City of Chicago, Case No. 04-cv-6804 (N.D. Ill.), a class action concerning the unconstitutional treatment of inmates held in lockup by the Chicago Police Department, which resulted in a $16.5 million settlement.

24. Mr. Kanovitz is also a highly experienced trial attorney, having achieved eight- figure verdicts in multiple cases, including White v. McKinley, 4:05-cv- 00203-NKL (W.D. Mo.)

($16 million jury verdict for individual civil rights plaintiff) and Fox v. Barnes, 09-5453 (N.D.

Ill.) ($12 million jury verdict for individual civil rights plaintiff, plus an assignment of claims against an insurance company).

25. In addition, Mr. Kanovitz has served as lead counsel in multiple cases that achieved settlements prior to trial of $1 million or more, including: Dunn v. City of Chicago, 04-

6804 (N.D. Ill) (class action involving police misconduct, $16.5 million); Flood v. Dominguez,

2:08-CV-00153 (N.D. Ind.) (jail conditions class action, $7.2 million); Towler v. City of

Cleveland, 1:10-cv-01939-CAB (N.D. Oh.) ($4.7 million individual civil rights settlement);

Kittler v. City of Chicago ($2 million); Sornberger v. City of Knoxville, 02-1224 (C.D. Ill.) ($1 million); Awalt v. CHC, et al., No. 11 C 6142 (N.D. Ill.), a jail death case that resolved with a

seven-figure settlement; a confidential settlement in 2016 in the Northern District of Illinois for

medical deliberate indifference in excess of $2 million; a confidential settlement in 2016 in the

Southern District of Illinois in excess of $2 million.

26. In total, the civil rights cases in which Mr. Kanovitz has served as lead or co-lead counsel have resulted in the recovery of nearly $300 million for his clients.

27. Mr. Kanovitz has also achieved successes handling my clients’ federal appeals, often establishing new propositions of law. For example, in the Seventh Circuit he briefed and argued the following cases: Julian v. Hanna, 732 F.3d 842 (7th Cir. 2013) (Seventh Circuit’s first recognition of a federal malicious prosecution since changing circuit law in Newsome v.

McCabe); Lopez v. City of Chicago, 464 F.3d 711 (7th Cir. 2006) (establishing that the Fourth

Amendment, rather than Fourteenth Amendment, governs conditions of confinement, and thus

medical care, claims while in police custody; reversing directed verdict for defendant with orders

to direct verdict for Plaintiff); Mercado v. Dart, 604 F.3d 360 (7th Cir. 2010) (affirming denial of

11th Amendment immunity to county elected official for acts taken when executing state law

requirements); Sornberger v. City of Knoxville, 434 F.3d 1006 (7th Cir. 2006) (recognizing two

new propositions: first, that Fifth Amendment protections apply when a compelled statement is

used prior to trial to support an arraignment; and, second, that citizens may bring civil claims for

Miranda warning violations); Vance v. Rumsfeld, 653 F.3d 591 (7th Cir. 2011) (panel opinion

affirming availability of Bivens remedy against former U.S. Secretary of Defense) (reversed in

en banc decision). In the Eighth Circuit, he briefed and argued successfully in the civil rights

case of White v. McKinley, 605 F.3d 525 (8th Cir. 2010) (affirming judgment on jury verdict for

plaintiff); and in the consumer protection case of Snell v. Allianz Life, 327 F.3d 665 (8th Cir.

2003) (reversing district court’s refusal to permit late opt out by class member).

28. Mr. Kanovitz was also appointed by the United States Court of Appeals for the

Sixth Circuit to represent a prisoner challenging, albeit unsuccessfully, the constitutionality of the in forma pauperis provisions of the Prison Litigation Reform Act in Hampton v. Hobbs, 106

F.3d 1281 (6th Cir. 1997). In addition, he was the chief draftsperson in briefing on behalf of the prevailing plaintiff-appellant in Mattei v. Mattei, 126 F.3d 794 (6th Cir. 1997). The case adopted an expansive, pro-plaintiff reading of the ERISA retaliation provision.

29. In addition to working advancements in the law through appellate cases, Mr.

Kanovitz’s class- action cases have also achieved significant reforms in how local law enforcement agencies treat those who come into their custody.

30. Mr. Kanovitz co-authored the Eighth through Eleventh Editions of Constitutional

Law, a police practices textbook published by LEXIS/NEXIS. This text is used in law enforcement academies and degree programs throughout the country.

31. Outside of the field of civil rights, Mr. Kanovitz has represented whistleblowers in numerous cases involving complex litigation under the federal False Claims Act, as well as plaintiffs in consumer protection class actions. Examples include: (1) United States, et al. v.

LifeWatch Services, Inc., 1:13-cv-4052 (N.D. Ill.) ($12.975 million, FCA litigation); (2)

Birchmeier v. Caribbean Cruise Line, et al., 1:12-cv-4069 (N.D. Ill.) ($56-$76 million TCPA settlement); (3) United States et al., v. McHugh Construction, et al, 1:08-cv-2443 (N.D. Ill.) ($12 million). Mr. Kanovitz has also been appointed class counsel in several other consumer protection cases, was the chief architect of the litigation strategy in Farkas v.

Bridgestone/Firestone. Inc., 13 F.Supp.2d 1107 (W.D. Ky. 2000), which obtained a nationwide temporary restraining order entitling thousands of owners of recalled tires to receive refunds for

tire replacement costs, and has obtained numerous multi-million dollar confidential settlements

in other cases.

Class counsel undertook a substantial amount of work in this complex case, with no certainty of any recovery

32. This case presented difficult questions of class action practice, constitutional law,

and contract interpretation.

33. When Loevy & Loevy agreed to take this case on a contingency basis, we understood there was a risk that a court would decline to certify the case as a class action.

34. We also understood at the outset of the case that there was a real risk that a court could agree with Joliet’s positions, meaning the plaintiffs would not recover any money or

receive any guarantees with respect to the cost of their healthcare benefits in the future.

35. Despite these risks, Loevy & Loevy agreed to take the case, and then diligently investigated, prosecuted, and dedicated substantial resources to Plaintiffs’ claims in this matter, including the following:

a. drafting an amended complaint that added class allegations;

b. filing a successful motion for class certification;

c. serving and responding to eight separate sets of written discovery;

d. producing and reviewing more than 6,000 pages of documents;

e. taking and defending six depositions;

f. moving for summary judgment on liability for the Class, and responding to

Joliet’s motion for summary judgment on liability;

g. negotiating an excellent settlement that provides substantial relief to Class

Members.

36. In addition to the above-described work, my firm has conducted the notice

program – initially notifying Class Members that the case was certified as a class action, and

then sending out a second notice once the settlement was preliminarily approved – at our own

expense and using our own personnel, rather than retaining an outside claims administrator. We

do not seek additional reimbursement for this time or expense. Nor do we seek reimbursement

for any of our other out-of-pocket expenses incurred in this case.

Resolving this case

37. Shortly before the Plaintiffs moved to certify the case as a class action, the parties

had an in-person meeting to discuss, among other issues, a potential resolution of the case. The

parties made no progress toward settlement at that meeting.

38. Following that unsuccessful attempt at settlement, Loevy & Loevy engaged in the

substantial litigation described above.

39. It was not until after summary judgment was fully briefed that Joliet was willing

to entertain serious settlement discussions. The above-described work put Class Counsel in a position to fully evaluate the merits of both parties’ claims and defenses once Joliet indicated a willingness to entertain serious settlement discussions after summary judgment was briefed.

Class Counsel used that knowledge of the case to negotiate the best possible deal for Class

Members. The settlement requires Joliet to create a Settlement Fund of $702,139.99, which represents a refund of approximately 48% of the alleged overcharges for healthcare premiums and prescription drug co-pays. Ex. 2 (Settlement Agreement) ¶1.9.

40. Each Class Member will receive an equal share of the Settlement Fund and, as described in the motion for preliminary approval, all but three Class Members will receive their share of the Settlement Fund without taking any action on their part. See Ex. 2 ¶5.1.

41. Class Counsel estimates that Class Members will receive approximately $1,575 each through this settlement.

42. In addition to the monetary payments described above, Joliet has agreed to injunctive relief. Namely, Joliet has agreed that it will never increase the healthcare deductible or prescription drug co-pay for any Class Member. Ex. 2 ¶6.

43. Joliet has also agreed to freeze the premium for retiree dependent care coverage at the current level through at least the end of 2030. Id. ¶7. This is an additional benefit for Class

Members beyond their allegations in the fComplaint: unlike with the deductibles and prescription drug co-pays that Joliet increased in 2010, Joliet had not increased the dependent care premiums.

The Settlement Agreement ensures that Joliet will not do so for at least another twelve years, and it reserves Class Members’ rights to challenge any dependent premium increase after 2030. Id.

44. The settlement in this case resulted from substantial, adversarial, arms-length negotiations that included an in-person settlement and a substantial number of telephone calls and written correspondence.

45. Class Counsel submits that the final settlement, providing more than $1,570 per

Class Member, as well as a lifetime guarantee that their deductibles and prescription drug benefits will never increase above today’s affordable healthcare benefits, represents an excellent result given the strengths and weaknesses of the claims in this case.

Named Plaintiffs’ involvement in the litigation

46. At all times, David Conner and Michael Marconi have actively participated in the litigation, and were routinely in contact with me. In addition, Mr. Conner and Mr. Marconi sat for depositions, and participated in the settlement process discussed below, including by participating in an in-person settlement meeting where the parties made substantial progress toward settling this case. Perhaps more importantly, Mr. Conner and Mr. Marconi initiated this 10

Andrea Lynn Chasteen Will County Circuit Clerk Twelfth Judicial Circuit Court Electronically Filed 10MR165 LOEVY & LOEVY FIRM RESUME Filed Date: 4/20/2018 5:54 PM Envelope: 924092 Clerk: KA Loevy & Loevy is a Plaintiff’s firm that handles civil rights, class action, freedom of information act, and qui tam litigation cases throughout the United States. Our firm has won dozens of jury trials and has secured hundreds of millions of dollars for our clients.

In 2012, the Honorable Matthew Kennelly stated that Loevy & Loevy “is fairly considered one of the premier Chicago-area law firms concentrating in plaintiff’s section 1983 litigation” and also noted that founding partner Jon Loevy and the firm “consistently produce written work that rivals that of any law firm in Chicago—not just those specializing in this particular field.” Jimenez v. City of Chicago, Case No. 09 C 8081, 2012 WL 5512266, at *2.

Loevy & Loevy has secured many of the nation’s top jury verdicts for its wrongfully convicted clients, including $25 million in Jimenez; $22 million in Fields v. City of Chicago, Case No. 10-cv-1168 (N.D. Ill.); $21 million in Johnson v. Guevara, Case No. 05-cv-1042 (N.D. Ill.); $16 million in White v. McKinley, Case No. 05-cv-203 (W.D. Mo.); and $9 million in Dominguez v. Hendley, Case No. 04-cv-2907 (N.D. Ill.).

Most of our firm’s attorneys graduated from top 10 law schools, clerked for federal or state judges, and left or turned down jobs at the nation’s largest law firms to work at Loevy & Loevy. Among other awards, a number of the firm’s attorneys have been recognized as Super Lawyers, Rising Stars, and as some of Chicago’s 40 under 40 attorneys to watch.

Our cases regularly receive attention from local and national media, and our results have been reported in the Chicago Tribune, the Chicago Sun Times, the New York Times, and The Wall Street Journal.

EXHIBIT 1 CLASS ACTION PRACTICE

We are experienced class action attorneys who have tried two class actions to verdict, and have successfully litigated a number of class action cases, efforts that multiple courts have recognized. For example, in Young v. County of Cook, Case No. 06-cv-552 (N.D. Ill.), and a related case against Cook County’s former insurers, our firm secured $107 million in settlements after winning a trial on liability and multiple damages trials in the original case and another trial in the case against the insurance companies for improperly denying coverage. And in granting final approval of a $7.2 million settlement in the case of Flood v. Dominguez, Case No. 08-cv-153 (N.D. Ind.), on December 14, 2012, the Honorable Philip P. Simon stated that “class counsel [from Loevy & Loevy]…are highly experienced, highly respected and have done an outstanding job in the face of a very strong opposition.” Our class actions include:

Aranda v. Caribbean Cruise Line, et al., Case No. 12-cv-4096 (N.D. Ill.): Co-class counsel in TCPA case, securing $56-$76 million settlement for the class. At the $76 million level, it will be the largest TCPA settlement ever. In awarding attorneys’ fees following the settlement, the court recognized Loevy & “Loevy’s expertise in conducting class action trials,” and noted “that counsel provided exceptional representation for the class and produced high-value output.” Aranda v. Caribbean Cruise Line, Inc., 12 C 4069, 2017 WL 1369741, at *3 (N.D. Ill. Apr. 10, 2017).

Dunn v. City of Chicago, Case No. 04-cv-6804 (N.D. Ill.): Class counsel in an action concerning the unconstitutional treatment of inmates held in lockup by the Chicago Police Department, which resulted in a $16.5 million settlement.

Flood v. Dominguez, Case No. 08-cv-153 (N.D. Ind.): Class counsel in an action concerning the unconstitutional treatment of inmates held in lockup at the Lake County Jail, which resulted in a $7.2 million settlement.

Solon v. Midwest Medical Records Association, et al., Case No. 04-CH-7119 (Circuit Court of Cook County Ill.). After securing adversarial class certification in this consumer class action and litigating the case all the way to the Illinois Supreme Court, Loevy & Loevy negotiated a settlement that allowed class members to recoup 70% of their damages.

Throgmorton et al. v. Reynolds et al., Case No. 12 CV 3087 (C.D. Ill.): Loevy & Loevy tried this certified class action to verdict, seeking damages and injunctive relief on behalf of inmates subjected to an unconstitutional strip search at Lincoln Correctional Center. The case is on appeal.

Young v. County of Cook, Case No. 06-cv-552 (N.D. Ill.): Class counsel in an action concerning the unconstitutional strip searching of inmates at the Cook County Jail, which resulted in settlements of more than $100 million following the entry of partial summary judgment and trial on liability for the class members, as well as multiple successful damages trials, and follow-on litigation against the County’s 2

EXHIBIT 1 former insurers (Cook County v. AIG, Inc., described in the below section). See Young v. County of Cook, 06 C 552, 2017 WL 4164238, at *1, 3 (N.D. Ill. Sept. 20, 2017) (noting that cases resulted in $107 million of settlements and that “the quality of counsel’s performance [was] exceptional”).

EXHIBIT 1 REPRESENTATIVE JURY AWARDS AND SETTLEMENTS:

In addition to its class action practice described above, Loevy & Loevy (either as sole counsel or with co-counsel) has secured hundreds of millions of dollars in jury awards and settlements covering various substantive areas of the law, including the following:

Cook County v. USI, Case No. 2012-L-008066 (Cir. Ct. Cook Cnty. Ill.): In March 2018, Loevy & Loevy tried this breach of contract with co-counsel, resulting in a $9,050,000 verdict.

Burgess v. Baltimore Police Department, et al., Case No. 1:15-cv-00834-RDB (D. Md.): In 2017, Loevy & Loevy won a $15 million verdict for a man who spent nearly twenty years in prison after being wrongfully convicted of a murder he did not commit.

Doe v. County of Milwaukee, Case No. 2:14-cv-00200 (E.D. Wisc.) (captioned as Martin v. County of Milwaukee at trial): In 2017, Loevy & Loevy won a $6.7 million verdict on behalf of a woman who had been sexually assaulted by a correctional officer in the Milwaukee County Jail, including a jury finding that the officer had been acting within the scope of his employment and therefore that the County was required to pay the verdict entered against the officer.

Fields v. City of Chicago, Case No. 10-cv-1168 (N.D. Ill.): In 2016, Loevy & Loevy served as lead trial counsel in wrongful conviction case that resulted in a $22 million verdict for the Plaintiff, including a verdict against the City of Chicago for unconstitutional practices.

Cook County v. AIG, Inc., 12 L 2675 (Cir. Ct. Cook Cnty. Ill.): In 2016, Loevy & Loevy obtained a jury verdict on behalf of Cook County in a case alleging that American International Group, Inc. and various subsidiaries defrauded the County out of insurance proceeds from policies that AIG sold the County. The jury awarded $20 million on each of the following claims against an AIG-related entity: Illinois False Claims Act (subject to trebling); common law fraud; and fraudulent concealment. The jury also awarded $20 million in punitive damages.

United States ex. rel. Cieszynski v. LifeWatch Services, Inc., Case No. 13-cv-4052 (N.D. Ill.): In 2016, Loevy & Loevy secured a settlement of $12,975,000 in this declined False Claims Act case accusing LifeWatch Services, Inc. of defrauding government insurance programs.

Sanders v. City of Chicago Heights, Case No. 13-cv-0221 (N.D. Ill.): In 2016, Loevy & Loevy secured a $15 million settlement for an individual who spent 20 years in prison after being wrongfully convicted of murder.

Holmes v. Garrett, Case No. 12-cv-2333 (E.D. Mo.): In 2016, we secured a $2.5 million verdict for a client who was wrongfully convicted for drug possession and

EXHIBIT 1 spent 5 years in prison as a result. We were brought in to serve as trial counsel after discovery was completed.

Estate of Keith MacNeice Jr. v. City of Chicago, Case No. 2009 L 2962 (Cook County Cir. Ct. Ill.): In 2015, we won a $2.75 million jury verdict on behalf of a young man who was killed during an unauthorized and unlawful high-speed police chase.

Rivera v. City of Waukegan, Case No. 12-cv-08665 (N.D. Ill.): In 2015, Loevy & Loevy secured a $20 million settlement for a client who spent 20 years in prison after being wrongfully convicted of rape and murder. This is believed to be the largest wrongful conviction settlement for an individual plaintiff.

United States ex rel. Keiser v. McHugh, Case No. 08-02443 (N.D. Ill.): Loevy & Loevy served as relator’s counsel in this False Claims Act case, which resulted in a $12 million settlement.

Harden v. Kachiroubas, Case No. 12 CV 8316 (N.D. Ill): In 2014, Loevy & Loevy participated in a $40 million settlement with the Illinois State Police on behalf of the “Dixmoor Five,” a group of five young men who were wrongfully convicted of the sexual assault and murder of a teenage girl. James Harden, Loevy & Loevy’s client, was among the plaintiffs in the case. He and the rest of the Dixmoor Five also settled their claims against the Village of Dixmoor for an additional undisclosed sum. The Dixmoor Five case remains the largest settlement of a wrongful conviction case in the history of Illinois.

Gillard v. City of Chicago, Case No. 10 CV 7606 (N.D. Ill.): In 2014, Loevy & Loevy reached a $6.375 million settlement with the City of Chicago for client Larry Gillard, who spent 12 years in prison for a rape he did not commit.

Ayers v. City of Cleveland, No. 12 C 753 (N.D. Ohio): In 2013, Loevy & Loevy secured a $13,210,000 verdict on behalf of a wrongfully convicted client against two Cleveland police officers, which is believed to be the highest civil rights judgment ever entered against Cleveland police officers.

Fox v. Barnes, Case No. 09-cv-05453 (N.D. Ill.): In January 2013, we won a $12 million verdict on behalf of a former Illinois Department of Corrections inmate who suffered brain damage after being denied proper medical care.

Jimenez v. City of Chicago, Case No. 09-cv-8081 (N.D. Ill.): In January 2012, we won a $25 million jury verdict for a client who spent 16.5 years in prison after being wrongfully convicted. A report published in the National Law Journal lists this verdict as being one of the top 100 verdicts of 2012.

Sandra T.E. v. Sperlik, Case No. 05-cv-473 (N.D. Ill.): In July 2010, a jury awarded $3.6 million to Loevy & Loevy’s clients who had been sexually abused by a band teacher in Berwyn, Illinois.

EXHIBIT 1 Johnson v. Guevara, Case No. 05-cv-1042 (N.D. Ill.): In June 2009, we won a $21 million jury verdict for our client in federal court in Chicago. The client had spent nearly 12 years wrongfully imprisoned for a murder he did not commit. The jury concluded that a Chicago Police Department detective violated the client’s constitutional rights by causing his wrongful conviction.

Borsellino v. Putnam, Case No. 00-CH-13958 (Cir. Ct. Cook Cnty. Ill.): We won an $11 million jury verdict on behalf of a client who alleged that his former business partners had defrauded him in connection with the sale of their business.

White v. McKinley, Case No. 05-cv-203 (W.D. Mo.): In August 2008, we won a $16 million jury verdict for our client who had been wrongfully convicted and served more than five years in prison.

Ware v. City of Chicago, Case No. 04-cv-2612 (N.D. Ill.): In February 2007, we won a jury verdict for our client who was shot and killed by the Chicago Police following a car chase. Following the jury’s verdict, the City agreed to pay $5 million to resolve the case.

Coffie v. City of Chicago, Case No. 05-cv-6745 (N.D. Ill.): In October 2007, we won a $4 million jury verdict for our client in federal court in Chicago. The client was in an automobile that was stopped by Chicago Police Officers, who then drove the client to an alley and during the course of a body search, jammed a screwdriver into the client’s rectum.

Finwall v. City of Chicago, Case No. 04-cv-4663 (N.D. Ill.): In October 2007, we won a $2 million jury verdict for our client in federal court in Chicago. The client was charged and prosecuted for the heinous crime of attempted child abduction, a crime of which he is completely innocent. The jury concluded that the Chicago Police Department detectives violated the client’s rights by maliciously prosecuting him for a crime he did not commit.

Dominguez v. Hendley, Case No. 04-cv-2907 (N.D. Ill.): In October 2006, we won a $9 million jury verdict for our client, a Mexican immigrant who spent four years in prison as a teenager after being wrongfully convicted.

Waits v. City of Chicago, Case No. 04-cv-4010 (N.D. Ill.): In 2002, Loevy & Loevy won a $2.015 million jury verdict on behalf of a client who was beaten and retaliated against by police officers after he squirted a Chicago Police officer with a water bottle.

Regalado v. City of Chicago, Case No. 96-cv-1736 (N.D. Ill.): In 1999, Loevy & Loevy secured a $28 million jury verdict against the City of Chicago in a police brutality case where our client was beaten into a coma by two Chicago Police Officers. That

EXHIBIT 1 award is the largest police brutality jury verdict in the history of the City, and is believed to be the highest tort verdict against Chicago as well.

EXHIBIT 1 OUR ATTORNEYS

RUSSELL AINSWORTH

Russell Ainsworth is a partner at Loevy & Loevy. He graduated from the University of Wisconsin Law School in 2002, magna cum laude. During law school, Mr. Ainsworth received numerous awards, including Dean’s list honors several times, the highest grade certificate in Tax I and Business Organization I, Public Interest student of the year, and was elected to be a speaker at his graduation. Following law school, he spent one year clerking for Judge Paul Lundsten of the Wisconsin Court of Appeals.

Mr. Ainsworth joined Loevy & Loevy in the Fall of 2003 and has concentrated his practice on police brutality, wrongful arrest, First Amendment violations, and Constitutional issues. He has served as lead counsel in more than twenty jury trials, obtaining millions of dollars in compensation for his clients. Mr. Ainsworth is also a Lecturer in Law at the University of Chicago where he co-teaches a course titled The Exoneration Project, a wrongful conviction legal clinic.

He has been admitted to practice by the Illinois Supreme Court, the Northern District Court of Illinois, the Northern District of Indiana, the Northern District of Ohio, and the Sixth and Seventh Circuit Courts of Appeals.

STEVE ART

Steve Art joined Loevy & Loevy in 2011. Mr. Art graduated from Northwestern University School of Law, magna cum laude and Order of the Coif, in 2009. During law school, he served as Executive Articles Editor of the Northwestern University Law Review, and won the Julius H. Miner Moot Court Competition, the Raoul Berger Prize in writing, the Lowden-Wigmore Prize, and Senior Research Honors. At Northwestern University, Mr. Art worked on wrongful convictions and international human rights cases in the Bluhm Legal Clinic, he served as an officer of the American Constitution Society and the Public Interest Law Group, and he was a member of the Public Service Honor Roll. He also served as a judicial extern to Hon. Mark Filip of the U.S. District Court for the Northern District of Illinois.

Among other successes at Loevy & Loevy, Mr. Art served on the trials teams in Fields v. City of Chicago and in Fox v. Barnes, resulting in a combined $35 million in verdicts, as well as taking a lead role in Rivera v. City of Waukegan, the $20 million wrongful conviction settlement referenced above.

Following law school, Mr. Art served as Law Clerk to the Hon. Diane P. Wood of the U.S. Court of Appeals for the Seventh Circuit during the court’s 2009-10 and 2010-11 Terms. In addition to that appellate experience, Mr. Art has participated in the drafting of merits briefs in the U.S. Courts of Appeals and amicus briefs and petitions for certiorari in the U.S. Supreme Court.

EXHIBIT 1 Mr. Art is a founding member of the Justice Council of the Center on Wrongful Convictions and has served in the past as a volunteer for the Constitutional Rights Foundation Chicago, the ACLU of Illinois, and Cabrini Green Legal Aid.

TONY BALKISSOON

Tony Balkissoon joined Loevy & Loevy in October 2016 as a Justice Fellow. Mr. Balkissoon graduated from Harvard Law School, cum laude, in 2010, and was awarded Dean’s Scholar prizes in both Trademark Law and Sex Equality. During law school, Mr. Balkissoon fought for sex equality through his work with Harvard’s Office of Sexual Assault Prevention and Response.

After law school, Mr. Balkissoon joined an international law firm in Chicago where he worked on high-stakes patent litigation while representing pro bono clients in immigration and criminal cases. He then served as a law clerk to two federal judges–first, to the Honorable Manish S. Shah of the U.S. District Court for the Northern District of Illinois, then to the Honorable Ann Claire Williams of the U.S. Court of Appeals for the Seventh Circuit.

RUTH BROWN

Ruth Brown joined Loevy & Loevy in 2014. Ms. Brown concentrates her practice on representing plaintiffs in civil rights cases, as well as representing whistleblowers in qui tam litigation. She is an experienced trial attorney, having served as a member of the trial team in the Throgmorton class action referenced above.

Prior to joining Loevy & Loevy, Ms. Brown represented civil rights plaintiffs in federal and state court as a fellow at the ACLU of Illinois. In particular, she focused on class action litigation challenging unconstitutional conditions of confinement for juvenile and adult inmates. Ms. Brown has also completed clerkships with Judge Matthew Kennelly of the U.S. District Court for the Northern District of Illinois and Judge Sidney Thomas of the U.S. Court of Appeals for the Ninth Circuit.

Ms. Brown graduated with distinction from Stanford Law School in 2009. During law school, she helped represent death row inmates in appeals before the United States Supreme Court as a member of the Stanford Supreme Court Litigation Clinic. She also served on the Stanford Law Review and received the Hilmer J. Oehlman Award for Excellence in Legal Research and Writing.

Before becoming a lawyer, Ms. Brown taught high school math through Teach for America. In that role, she was selected as one of five national semifinalists for Teach for America’s Sue Lehmann Award for Excellence in Teaching and also received the Symantec Award for Innovation in Education.

EXHIBIT 1 JOSH BURDAY

Josh Burday joined Loevy & Loevy in 2015, where he has worked on a wide variety of matters including Freedom of Information Act and First Amendment cases as well as assorted business litigation.

Mr. Burday graduated from the University of Chicago Law School in 2015 where he received the Dean’s Certificate of Recognition for his pro bono service. While there he completed clinical and summer work in the Civil Rights, Police Accountability Project. This included working with a team of attorneys to obtain a seven figure jury verdict in a civil rights case for a client who had drugs planted on him by corrupt S.O.S. officers and had spent nearly a year wrongfully imprisoned as a result. Josh also spent a year working at the Illinois Torture Inquiry and Relief Commission helping Jon Burge torture victims.

Additionally, while in law school, Mr. Burday performed federal appellate work in Washington, D.C., at the Department of Justice, Office of Immigration Litigation, Appellate Section. His work included briefing cases in the Second and Ninth Circuits.

AISHA N. DAVIS

Aisha Davis joined Loevy & Loevy as a Justice Fellow in September 2016.

Ms. David graduated from Columbia Law School and the University of London’s School of Oriental and African Studies in 2013 with a JD and LLM in Human Rights, Conflict, and Justice. During law school, Ms. David was an editor for the Columbia Journal of Race and Law and the Columbia Journal of European Law as well as a coach for the Frederick Douglass Moot Court Team. She also interned and completed clinics focusing on human and civil rights in New York, London, and Accra. She has published an article in the Harvard Human Rights Journal on intersectionality and international human rights.

Following law school, Ms. Davis served as a law clerk to the Honorable Chief Judge Chandlee Johnson Kuhn of the Delaware Family Court. She has also worked with the African American Policy Forum, the Landesa Center on Women’s Land Rights, and Lambda Legal.

HEATHER LEWIS DONNELL

Heather Lewis Donnell joined Loevy & Loevy in 2010, where she is a partner. Her practice concentrates on representing plaintiffs in civil rights actions and whistleblowers in qui tam matters. She is an experienced trial attorney, having served as trial counsel in a number of federal civil rights jury trials.

EXHIBIT 1 Before joining Loevy & Loevy, Ms. Donnell was a litigation associate at Mayer Brown LLP. During her tenure at Mayer Brown, Ms. Donnell represented large corporations in insurance coverage, anti-trust, securities and white-collar criminal defense actions. She also represented numerous pro bono clients, including an individual in a four-day criminal trial and another in a successful grant of asylum.

Ms. Donnell is an experienced appellate lawyer, winning two successful appeals in the Illinois Appellate Court and submitting several amicus briefs to the United States Supreme Court on behalf of former federal judges, senior Department of Justice officials and retired military officers in litigation related to Guantanamo detainees.

Heather graduated from Yale Law School in 2004. She clerked for the Hon. Diane P. Wood of the United States Court of Appeals for the Seventh Circuit. Prior to attending law school, Ms. Donnell volunteered with a women’s weaving cooperative in Guatemala, worked assisting refugees resettling in the Chicagoland area and attended Yale Divinity School, where she received her Masters of Divinity in 2001.

Heather is admitted to practice in Illinois and New York, as well as the Northern District of Illinois, Eastern District of Wisconsin and Northern District of Indiana.

VINCE FIELD

Vince Field joined Loevy & Loevy in 2012, where he represents plaintiffs in civil rights cases and whistleblowers in False Claims Act cases. Among other successful representations, Mr. Field served was a member of the Jimenez trial team, helping secure a $25 million verdict for the plaintiff. He also serves as a Lecturer in Law at the University of Chicago Law School, where he co-teaches a course on Animal Rights law.

Mr. Field graduated from the University of Chicago Law School in 2011. While in law school, he was the recipient of the Poole Scholarship, the Norval Morris Public Interest Fellowship, the Ann Barber Watson Outstanding Service Award, and the Animal Legal Defense Fund’s Advancement of Animal Law Fellowship. Mr. Field founded and was President of the Student Animal Legal Defense Fund and the Human Rights Law Society. In his final year of law school, Mr. Field worked in the Federal Criminal Justice Clinic of the Edwin F. Mandel Legal Aid Clinic, the nation’s only clinic solely devoted to representing indigent defendants charged with federal felonies. Mr. Field was elected the first student member of the Chicago Inn of Court in 2010 and served as an associate board member for the Just the Beginning Foundation, a non-profit that promotes legal education for underprivileged students.

EXHIBIT 1 Prior to law school, Mr. Field graduated with honors from McGill University and obtained an MA with honors from the University of New Brunswick. He also completed work toward a PhD in History at the University of Michigan. He has published articles and presented papers on a variety of historical topics including genocide, political culture, and historical migration. His most recent article focuses on Hurricane Katrina and environmental migration and was published in Population and Environment in 2009.

JULIE GOODWIN

Julie Goodwin joined Loevy & Loevy in 2008. Her practice is centered on federal civil rights cases including wrongful convictions, excessive force, false arrests and malicious prosecutions, inhumane jail conditions, and class action lawsuits focusing on the unconstitutional treatment of arrestees and pre-trial detainees.

Ms. Goodwin has successfully represented her clients throughout the litigation process, including taking and defending depositions, winning numerous motion hearings, and obtaining favorable verdicts and settlements on behalf of her clients. Additionally, Ms. Goodwin participated in the Dunn, Young, and Flood case action litigation referenced above.

Ms. Goodwin graduated from the John Marshall Law School in 2008 and from Michigan State University in 2004 with a Bachelor of Arts in English. She is admitted to practice in the United States District Courts for the Northern District of Illinois and Northern District of Indiana.

SARAH GRADY

Sarah Grady joined Loevy & Loevy in 2013. She leads Loevy & Loevy’s Prisoners’ Rights Project. Ms. Grady’s practice focuses on protecting the constitutional rights of detainees in jails and prisons across the United States, and she has recovered millions of dollars for her clients.

Ms. Grady graduated cum laude from Northwestern University School of Law in 2012. At Northwestern, she worked on civil rights cases with the Roderick and Solange MacArthur Justice Center in the Bluhm Legal Clinic, served on the board of the Public Interest Law Group and the American Constitution Society, and received Northwestern’s annual Public Service Award for her commitment to serving the public interest in her legal work. Ms. Grady also served as the Managing Articles Editor of the Journal of Criminal Law & Criminology and was awarded the Lowden-Wigmore Prize for Legal Writing for her article on felon disenfranchisement.

While in law school, Ms. Grady worked for the Southern Center for Human Rights. There she worked on the appeal of a petition for a writ of habeas corpus

EXHIBIT 1 before the United States Court of Appeals for the Eleventh Circuit, which the court subsequently granted. She also participated in drafting an amicus brief opposing Georgia’s Illegal Immigration and Reform Act of 2011.

Following law school, Ms. Grady served as Law Clerk to the Honorable Matthew F. Kennelly of the U.S. District Court for the Northern District of Illinois.

DANIELLE HAMILTON

Danielle joined Loevy & Loevy as a Justice Fellow in October 2017.

Danielle is a graduate of Harvard Law School, where she focused on indigent defense and criminal justice policy, and Princeton University, where she majored in Comparative Literature with a concentration on Afro Latino literature and film. After law school, Danielle worked on juvenile justice reform at Metropolis Strategies (now the Illinois Justice Project) in Chicago and then litigated civil rights cases as a Johnnie L. Cochran, Jr. Civil Rights Fellow at Neufeld Scheck & Brustin, LLP in New York City. Danielle also served as a law clerk to the Honorable Barrington D. Parker, Jr. on the United States Court of Appeals for the Second Circuit.

Danielle is a first-generation American born and raised in Southern California, with roots in Belize, New York City and Chicago.

SAM HEPPELL

Sam Heppell originally joined Loevy & Loevy as a Justice Fellow in September 2015. He represents plaintiffs in civil rights cases, and he recently served as a member of the trial teams in Fields v. City of Chicago and Martin v. County of Milwaukee.

Mr. Heppell graduated from Harvard Law School in 2014, where he completed clinical and summer work in the areas of consumer law, civil liberties, and prisoners’ rights. He also represented dozens of low-income clients in Massachusetts’ Housing and District Courts as a student attorney at the Harvard Legal Aid Bureau, defending tenants against unjust evictions and protecting residents from post-foreclosure displacement as part of a community lawyering partnership with City Life/Vida Urbana. Mr. Heppell clerked for Justice Michael J. Moldaver at the Supreme Court of Canada in 2014-15.

Before law school, Mr. Heppell worked as a union organizer and then as a legislative assistant in Canada’s Parliament, where he focused on issues related to police accountability and prison policy.

EXHIBIT 1 GAYLE HORN

Gayle Horn graduated magna cum laude from New York University Law School in 2004, where she was inducted into the Order of the Coif. After receiving her J.D., she spent an additional year at NYU as a Junior Fellow in NYU’s Institute for International Law and Justice. During her tenure at NYU, Ms. Horn was a Florence Allen and Dean’s Scholar, and was awarded the Jerome Lipper Prize for outstanding work in international law. Following law school, Ms. Horn spent one year as a law clerk to the Honorable Milton I. Shadur in the Northern District of Illinois.

Ms. Horn joined Loevy & Loevy in the Fall of 2006 and is a partner at the firm. She has concentrated her practice on wrongful convictions, police brutality and other constitutional issues. She spends much of her time representing prisoners wrongfully accused of crimes in state and federal proceedings and has successfully tried civil and criminal cases. She has secured the release of multiple wrongfully convicted individuals and recovered millions of dollars for her clients in civil cases.

Ms. Horn has also served as a Lecturer in Law at the University of Chicago, co-teaching a wrongful conviction legal clinic with other Loevy & Loevy lawyers. Ms. Horn has been admitted to practice by the Illinois Supreme Court, Northern District of Illinois, Northern District of Indiana and the Third and Eighth Circuit Courts of Appeals.

MICHAEL KANOVITZ

Michael Kanovitz is a partner at Loevy & Loevy where he concentrates in class actions, constitutional law, and whistleblower protection under the federal and state False Claims Acts. His cases have resulted in verdicts and settlements of over $100 million to his clients. He has been recognized for his outstanding litigation and trial skills in the Law Bulletin’s prestigious 40-under-40 attorneys to watch.

Mr. Kanovitz is an experienced trial attorney, having served as first chair trial counsel in ten cases that achieved a verdict for the plaintiff. Three of those cases ended with awards or post-trial settlements of excess of $10 million, including the $12 million jury verdict in Fox v. Barnes, described above.

On the national scene, Mr. Kanovitz handled several cases brought by whistleblowers against former Secretary of Defense Donald Rumsfeld. In Vance et al. v. Rumsfeld, Mr. Kanovitz represented two whistleblowers who were detained and tortured by U.S. officials after they reported on contractor corruption in the Iraq war. The case is the only case out of many that survived a motion to dismiss such claims against Mr. Rumsfeld. In Doe v. Rumsfeld, Mr. Kanovitz worked with the Government Accountability Project (GAP), a whistleblower advocacy organization in Washington, D.C., on a case involving an American contractor who

EXHIBIT 1 was held incommunicado for over nine months. Experts in constitutional law and legal educators have described these cases as groundbreaking.

He also represents whistleblower clients in state and federal False Claims Act suits in jurisdictions across the country. His cases have made law supporting whistleblowers in mortgage finance, defense contracting, and environmental qui tams, among others.

In the area of constitutional law, Mr. Kanovitz served as lead counsel in two of the largest civil rights class actions suits in the nation, both described above: Dunn v. City of Chicago and Young v. County of Cook.

In addition to his litigation work, Mr. Kanovitz is co-author of the textbook Constitutional Law, which is published by Lexis/Nexis and is now in its Eleventh Edition. The book is used to teach law enforcement officers throughout the country about the United States Constitution.

Mr. Kanovitz is a graduate of Brandeis University (1990) and the Cornell Law School (1994), having received honors with both degrees.

ROSHNA BALA KEEN

Roshna Bala Keen joined Loevy & Loevy in 2008 and is a partner at the firm. Her practice focuses on police misconduct, unconstitutional conditions of confinement at jails and police stations, and wrongful convictions. She is an experienced trial attorney, most recently serving as lead trial counsel in the Holmes case referenced above, which resulted in a $2.5 million verdict for the plaintiff. Ms. Keen also serves as a Lecturer in Law at the University of Chicago Law School, where she co-teaches a course on Animal Rights law.

In addition, she works extensively on civil rights class actions on behalf of arrested and incarcerated individuals. Ms. Keen also practices in the area of False Claims Act litigation, representing whistleblowers in state and federal qui tam lawsuits involving contractor (MBE/DBE) fraud, tax fraud, and off-label marketing.

Prior to joining Loevy & Loevy, Ms. Keen was an associate at Sidley Austin LLP, where she worked on white collar investigations and general corporate litigation. She also worked extensively on pro bono matters, including representation of a death row inmate in Alabama.

Ms. Keen graduated from Northwestern University Law School in 2004. She served on the Northwestern Law Review and received the Robert A. Sprecher Award and the Arlin Miner Book Award for legal writing. During law school, Ms. Keen was a judicial extern for Hon. Judge Ruben Castillo of the Northern District of Illinois. She received her undergraduate degree with honors from the University of Chicago.

EXHIBIT 1 Prior to attending law school, Ms. Keen was an assistant editor at Foreign Affairs Magazine. Roshna serves on the Board of Directors of First Defense Legal Aid and is a volunteer attorney with the Animal Legal Defense Fund.

THERESA KLEINHAUS

Theresa Kleinhaus joined Loevy & Loevy in 2015. Ms. Kleinhaus dedicates her practice to representing individuals who have been unlawfully searched, seized, brutalized, or sexually assaulted by law enforcement. She has successfully tried numerous cases, including serving as a member of the MacNiece and Martin trial teams referenced above.

Prior to joining Loevy & Loevy, Ms. Kleinhaus worked in private practice representing clients in civil rights and criminal cases in state and federal court. Ms. Kleinhaus also worked for the Office of the Executive Inspector General for the Agencies of the Illinois Governor where she investigated cases of fraud, corruption, and bid-rigging in Illinois government.

Ms. Kleinhaus graduated magna cum laude and Order of the Coif from DePaul University College of Law in December 2010. During law school, she won awards for the top performance in several courses, including Constitutional Law and International Human Rights Law. Ms. Kleinhaus also lived in Oaxaca, Mexico and represented a group of indigenous clients in a petition before the Inter- American Commission on Human Rights, served as an extern for Judge Virginia M. Kendall of the U.S. District Court for the Northern District of Illinois, and participated in the DePaul Civil Rights Clinic representing victims of police misconduct. Ms. Kleinhaus has published articles on international human rights law and women’s rights.

Ms. Kleinhaus is a member of the National Lawyers Guild, the nation’s oldest progressive bar association.

KARL LEONARD

Karl Leonard graduated from The University of Chicago Law School in 2009. After law school, Mr. Leonard spent six years as an associate attorney at Winston & Strawn LLP. He concentrated his practice on intellectual property matters, complex commercial disputes, criminal defense, and appellate litigation. At Winston, Mr. Leonard’s clients included Fortune 500 companies and individual clients.

At Winston, Mr. Leonard partnered extensively with the Exoneration Project, a pro bono legal clinic that assists wrongfully convicted clients and is cooperatively operated by Loevy & Loevy and the University of Chicago Law School.

EXHIBIT 1 In 2016, Mr. Leonard joined Loevy & Loevy where his practice includes civil litigation and focuses primarily on Exoneration Project matters. Mr. Leonard has helped exonerate three clients.

ARTHUR LOEVY

Arthur Loevy graduated from the University of Michigan Law School in 1963, and has been a member of the Illinois bar continuously for more than forty years.

Mr. Loevy began his legal career practicing labor law until 1970 when he became an elected officer of a trade union, the Amalgamated Clothing and Textile Workers Union (“ACTWU”). He proceeded to serve in various elected capacities for trade unions, including International Executive Vice President of ACTWU, International Secretary-Treasurer of ACTWU, and, most recently International Secretary-Treasurer of the Union of Needle-Trades Industrial and Textile Employees (U.N.I.T.E.).

Arthur Loevy has also served as a Director and Vice Chairman of the Executive Committee of the Amalgamated Bank of New York (1990-98), the President, Chief Executive Officer, and Trustee of various Taft-Hartley insurance and trust funds for almost twenty years, the President of the Amalgamated Housing Foundation (1974-98), and the President of the Sidney Hillman Health Center in Chicago (1980-98).

Since January 1, 1997, Arthur Loevy has resumed the practice of law on a full-time basis. In 1998, he joined the law firm started by his son, Jon Loevy, and has practiced at Loevy & Loevy ever since. Arthur Loevy serves as the functional equivalent of a managing partner, is the firm’s primary intake attorney, and plays an active role in discovery and settlement negotiations, among other things.

JON LOEVY

Jon Loevy is an extremely accomplished trial lawyer, having won more than $150 million in jury verdicts for his clients, all in cases involving challenging fact patterns and difficult to prove allegations against the government. Loevy has won at least fifteen separate jury verdicts of $1 million or more, five for at least $20 million.

Mr. Loevy is also a highly successful appellate lawyer. Civil rights cases are notoriously hard to win, but Loevy was won 13 out of the last 16 he has argued before the federal appellate courts (including wins in the Sixth, Seventh, and Eighth Circuits), the majority of which were on behalf of the appellant seeking to overturn an adverse ruling.

EXHIBIT 1 After one victory, the Honorable James F. Holderman, Chief Judge of the Northern District of Illinois, summarized Mr. Loevy’s trial skills in a written decision reported at Garcia v. Chicago, 2003 WL 22175620 (N.D. Ill. 2003):

Jon Loevy is an outstanding trial lawyer. His ability belies his years of experience, and he certainly should not be held in a lock-step position based on his law school graduation year with regard to his hourly rate. . . Not only did Jon Loevy display tremendous advocacy skills during the trial before the jury, he handled all the matters involved in this litigation with great aplomb. His case was well-organized. The evidentiary progression was easy to follow. His examinations of adverse witnesses [1], and his dealing with the sometimes improper tactics of his opposing counsel, were highly professional.

Jon Loevy’s poise, analysis, and demeanor in front of the jury, as well as his rapier-like cross-examination style, are reminiscent of the trial skills displayed by some of the nationally recognized trial lawyers in this community when they were the age that Jon Loevy is now. [1] Among those nationally recognized trial lawyers whose trial skills the court is familiar with when they were Jon Loevy’s age are: Royal B. Martin of Martin, Brown and Sullivan; Michael D. Monico of Monico, Spevack and Pavich; Thomas R. Mulroy of McGuire Woods; Anton J. Valukas of Jenner & Block; and Dan K. Webb of Winston & Strawn. Additionally, Jon Loevy’s overall performance ranks among the finest displays of courtroom work by a plaintiff’s lead trial counsel that this court has presided over in several years.

In addition to his jury verdicts, Mr. Loevy has also obtained tens of millions more for his clients in settlements.

Mr. Loevy graduated from Columbia Law School in 1993, where he served as a Senior Editor of the Columbia Law Review. At Columbia, he was a Kent Scholar (approximately top 1% of the academic class), as well the recipient of the Young B. Smith Prize given to the student with the top examination in torts, and the Paul R. Hayes Prize given to the student with the top exam in civil procedure.

Upon graduating, Loevy clerked for Judge Milton I. Shadur of the Northern District of Illinois for a year, after which he joined the firm then-known as Sidley & Austin, where he spent a year and a half before leaving to start his own firm.

Loevy is also a lecturer at law at the University of Chicago, where he co- teaches a clinic on wrongful conviction litigation with other members of his firm. Loevy also teaches Trial Advocacy to clinic students at the University of Chicago.

EXHIBIT 1 Loevy was previously named one of the Law Bulletin’s prestigious “40 under 40” attorneys to watch in Chicago, as well as one of Chicago Lawyer’s “Next Generation Rising Stars of the Trial Bar.” Loevy also routinely speaks and writes about civil rights law and trial practice.

DEBRA LOEVY

Debra Loevy graduated cum laude from the University of Michigan Law School in 1995, having completed her undergraduate work at Wesleyan University with a B.A. in history in 1992. She joined Loevy & Loevy in 2007, with a practice concentrating primarily on appeals.

Prior to joining Loevy & Loevy, Ms. Loevy spent years addressing poverty law issues at the Legal Assistance Foundation of Metropolitan Chicago and at Vermont Legal Aid. She also spent several years focusing on criminal defense appeals at the Illinois Office of the State Appellate Defender.

Ms. Loevy is admitted to practice in the United States Supreme Court, the Illinois Supreme Court, the Third, Fifth, Sixth, and Seventh Circuit Courts of Appeal, the Northern District Court of Illinois, the District Court of Vermont, and the Northern District Court of Ohio. Debra also serves on her local library’s Board of Trustees and mentors a young teen through the Big Brother Big Sisters Program.

JOSH LOEVY

Josh joined Loevy & Loevy in 2017. He leads the Disabled Rights Practice.

Josh’s practice concentrates on the civil rights of The Disabled to full participation in society and equal protection under the law. He addresses Disabled’s rights to employment, education, fair treatment by state and local government (including law enforcement), and access to technology and public accommodations. In addition, he advises clients on best practices for ADA compliance on the Internet.

Josh graduated from the University of Iowa College of Law in 2013. At Iowa, he competed in the Van Oosterhout-Baskerville Domestic Competition by finishing in the top 16 of the Iowa Appellate Advocacy competition. He was selected to the Baskerville moot court team, and competed in the Thurgood Marshall Moot Court Competition in Washington D.C.

After law school Josh spent three years working as a litigator on issues related to insurance, the Americans with Disabilities Act, and general business litigation.

As a blind attorney, Josh understands the challenges of disability, and the necessity of knocking down the barriers facing this community.

EXHIBIT 1 ELIZABETH MAZUR

Ms. Mazur is a partner at Loevy & Loevy. She graduated from UC Berkeley School of Law (Boalt Hall) in 2005 with Order of the Coif honors. During law school, Ms. Mazur served as the Senior Executive Editor of the California Law Review and interned with several public interest legal organizations.

Ms. Mazur joined Loevy & Loevy in July 2008. Her practice is focused on police brutality, false arrest, and unlawful search cases. She has tried many cases, including the Johnson and MacNiece cases referenced above.

Before joining Loevy & Loevy, Ms. Mazur spent one year clerking for the Honorable M. Blane Michael of the United States Court of Appeals for the Fourth Circuit. From 2006 to 2008, she worked as a Skadden Fellow at the Sargent Shriver National Center on Poverty Law, where she engaged in policy advocacy and provided direct legal services for low income clients in public benefits and family law matters.

Ms. Mazur is admitted to practice law in Illinois and California.

FRANK NEWELL

Frank Newell joined Loevy & Loevy in 2016, where he has worked on a wide variety of matters, including representing whistleblowers in False Claims Act litigation.

Frank graduated with honors from Harvard Law School in 2006. Prior to joining Loevy & Loevy, Frank was a litigation associate at Sidley Austin LLP in Chicago, where he worked on a broad array of complex commercial litigation matters at the state and federal levels, representing both plaintiffs and defendants in actions ranging in subject matter from breach of contract to fraud to intellectual property. Also, while at Sidley Austin, Frank performed a substantial amount of pro bono work and ran a litigation skills program for summer associates.

Additionally, Frank has worked extensively as a volunteer for the Legal Assistance Foundation in Chicago. For his efforts in assisting pro se litigants with their cases, primarily civil rights actions, in the United States District Court for the Northern District of Illinois, Frank was twice the recipient of the Legal Assistance Foundation’s Volunteer of the Year Award.

DAVID B. OWENS

David B. Owens received his J.D. and an M.A. in Philosophy from Stanford University in 2010. At Stanford, Mr. Owens was the Senior Articles Editor of the Stanford Law Review, a Member Editor of the Stanford Environmental Law Journal, received the Gerald Gunther Prize for Outstanding Performance in Federal

EXHIBIT 1 Courts, earned Pro Bono distinction, and served as a fellow in the Levin Center for Public Interest.

During law school, Mr. Owens was a member of the Stanford Supreme Court Litigation Clinic, where he worked on numerous cases at the United States Supreme Court, most notably representing a number of civil rights groups in banking regulation litigation and advocating against application of a mandatory- minimum sentencing statute on behalf of an indigent criminal defendant. In addition, Mr. Owens has drafted a brief for the American Civil Liberties Union of Washington, filed in the United States Court of Appeals for the Ninth Circuit in support of First Amendment rights to use and protest in public areas; he helped an anti-death-penalty nonprofit in Lagos, Nigeria, to institute legal protections against coerced confessions; and he has conducted appellate work as an extern to the Honorable Alex Kozinski of the United States Court of Appeals for the Ninth Circuit.

After law school, Mr. Owens clerked for the Honorable Diane P. Wood of the United States Court of Appeals for the Seventh Circuit and the Honorable Myron H. Thompson of the United States District Court for the Middle District of Alabama in Montgomery, Alabama. Mr. Owens returned to Chicago and joined Loevy & Loevy in 2012. Mr. Owens is a partner at the firm.

Mr. Owens’s practice focuses on police misconduct and brutality, excessive use of force, false arrest, wrongful convictions, First Amendment violations, appellate advocacy, and the treatment of prisoners and detainees. More generally, Owens’s advocacy is centered on providing remedies to clients for the violation of their constitutional rights; an area in which he has published academic papers as well.

Mr. Owens has secured the release wrongfully convicted individuals from prison and has recovered millions of dollars for clients in civil cases, including recently serving as a member of the Holmes trial team.

In addition to his practice with Loevy & Loevy, Mr. Owens is a Lecturer in Law at the University of Chicago, where he co-teaches in the school’s wrongful- conviction legal clinic, The Exoneration Project. Owens has a strong and long-held interest in teaching. He earned an M.A. in Elementary Education in 2006, which culminated his time as a Teach For America corps member teaching Sixth Grade in Los Angeles.

SCOTT RAUSCHER

Scott Rauscher joined Loevy & Loevy in 2012 and is a partner at the firm. Since joining Loevy & Loevy, Scott has successfully represented clients in a wide- variety of class action, civil rights, and qui tam cases. For example, in the class action context, he was appointed as Co-Class Counsel in Aranda. 21

EXHIBIT 1 In the civil rights context, he has served as litigation or trial counsel in numerous cases, including as litigation counsel in Rivera v. City of Waukegan. He also served as lead trial counsel in Piercy v. Wilhelmi, Case No. 14-cv-07398 (N.D. Ill.), in which Loevy & Loevy represented the estate of a decedent bringing a Monell claim against a private correctional healthcare corporation, and as a member of the trial team in Colyer v. City of Chicago, Case No. 12-cv-4855 (N.D. Ill.), which resulted in a multi-million settlement, as well as an internal investigation into the City of Chicago Law Department Civil Rights Unit’s discovery practices, after the court granted a new trial as a result of attorney misconduct. See generally Colyer v. City of Chicago, Gildardo Sierra, No. 12 C 04855, 2016 WL 25710, at *1 (N.D. Ill. Jan. 4, 2016). Mr. Rauscher served a lead role in the post-trial discovery and briefing that led to a new trial and eventual settlement in the Colyer case. Mr. Rauscher was also a member of the trial team in the Cook County v. AIG case, as well as in the Cook County v. USI case.

And in the qui tam context, among other cases, Mr. Rauscher served as the primary attorney on the Cieszynski case referenced above, which settled for $12,975,000 after the government declined to intervene in the case.

Prior to joining Loevy & Loevy, Mr. Rauscher was a litigation associate at Sidley Austin LLP for more than five years, as well as serving for one year as a law clerk to the Honorable Rhesa H. Barksdale of the United States Court of Appeals for the Fifth Circuit. At Sidley Austin, Mr. Rauscher represented plaintiffs and defendants in a wide variety of litigation, including complex commercial litigation and securities fraud cases. He also performed a substantial amount of pro bono work, including the representation of a death row inmate and multiple religious day schools.

Mr. Rauscher graduated with honors from the University of Chicago Law School in 2005. During law school, he served as Topic Access Editor of the University of Chicago Law Review and participated in the Appellate Advocacy Clinic, winning the reversal of his client’s bank robbery conviction in United States v. Owens, 424 F.3d 649 (7th Cir. 2005).

MARK REYES

Mark Loevy-Reyes graduated from Cornell Law School in 1992. He was and still is involved with the Latino Law Student Association there. Since he left law school, he has litigated cases with a focus on public service.

He has been an attorney at Loevy & Loevy from 2004-2010 and 2015-present. His work at Loevy & Loevy has focused on representing clients whose rights have been violated by law enforcement (including excessive force, wrongful imprisonment, and prisoner rights) and schools (including gender discrimination and sexual misconduct). He served as litigation counsel in Dominguez v.

EXHIBIT 1 Hendley, Ware v. City of Chicago, Booker v. City of Chicago, Finwall v. City of Chicago, and T.E. v. Grindle. He was the lead trial attorney in Slater v. Scott County, which resulted in a jury verdict that the Scott County Jail engaged in excessive force and deliberate indifference to the plaintiff.

After working with students who had been abused in public schools, Mark took a leave from Loevy & Loevy to obtain his Masters in Education from the University of Massachusetts at Amherst and worked with students in schools in low income communities. Since he returned to Loevy & Loevy he occasionally continues to work with students and teaches education law to graduate students.

Prior to joining Loevy & Loevy Mark was a disability rights lawyer. He also served as a municipal lawyer for the City of Chicago.

JULIA RICKERT

Julia Rickert joined Loevy & Loevy in March 2017 as the Whistleblower Litigation Fellow. She works in conjunction with the Government Accountability Project (GAP) of Washington, D.C., to represent government and corporate whistleblowers in litigation relating to fraud, false claims, and retaliation.

Julia graduated from Northwestern University School of Law, cum laude, in 2010. During law school, she was the Symposium Editor of the Journal of Criminal Law and Criminology, and in that capacity curated “A Century of Criminal Justice,” the Journal’s Centennial Symposium exploring significant developments in criminal law and criminology over the last century. In addition, Julia was a student in the Roderick and Solange MacArthur Justice Center, where she represented plaintiffs in section 1983 cases concerning wrongful convictions and federal prisoners in post-conviction and habeas corpus proceedings.

After law school, Julia was a fellow in the MacArthur Justice Center, where she instructed and supervised law students and continued to represent clients in civil rights and criminal cases.

Between 2011 and 2013, Julia served as a law clerk in the Staff Attorney’s Office for the U.S. Court of Appeals for the Seventh Circuit. She then served as law clerk to the Honorable David F. Hamilton of the Seventh Circuit during the court’s 2013–2014 term. Most recently, Julia was a law clerk to the Honorable John Z. Lee of the U.S. District Court for the Northern District of Illinois.

Julia has published on constitutional law, sex discrimination, and criminal law. Her article with Steven Calabresi, Originalism and Sex Discrimination, is published in the University of Texas Law Review. She has also conducted significant research on the original meaning of the Equal Protection clause and research on Establishment clause violations by the IRS.

EXHIBIT 1 ELLIOT SLOSAR

Elliot Slosar graduated from DePaul University College of Law in 2013. Mr. Slosar attended DePaul’s evening program while working full-time as the Loevy & Loevy in-house investigator. During his tenure at DePaul, Ms. Slosar received numerous awards for his outstanding work in Trial Advocacy, Pre-Trial Civil Litigation, and Law and the Mass Media. He also participated in the law school’s Center for Justice in Capital Cases, working for several years under the direction of Andrea Lyon. Mr. Slosar is the Chicago Bar Foundation’s 2009 Abraham Lincoln Marovitz Scholar, a prestigious award given annually to an incoming Illinois law student who has shown a deep commitment and future dedication to public interest law.

Mr. Slosar joined Loevy & Loevy in the spring of 2008 as an investigator. As an investigator and then a lawyer at the firm, Mr. Slosar has concentrated his practice on wrongful convictions, police brutality, false arrests, and other constitutional issues. He spends much of his time representing prisoners wrongfully convicted of crimes in state and federal proceedings. He has successfully secured the release of wrongfully incarcerated individual from prison, as well as achieving substantial recoveries in civil cases, including in the Sanders case referenced above, which resulted in a $15 million settlement for his wrongfully convicted client.

Prior to joining Loevy & Loevy, Mr. Slosar worked for the Office of the State Appellate Defender in the Death Penalty Trial Assistance Unit. Mr. Slosar was assigned to work on capital cases. After graduating from college, Elliot published a study on Illinois Capital Litigation Trust Fund and was named to the executive boards of Students Against the Death Penalty (SADP) and the Abolition in Illinois Movement (AIM).

ANAND SWAMINATHAN

Anand Swaminathan is a partner at Loevy & Loevy, having joined the firm in 2010. Since joining the firm, Anand has worked on a broad range of constitutional and civil rights cases, and has worked extensively on False Claims Act litigation, where he has represented whistleblowers alleging Medicare, Medicaid, military contracting and construction/contractor (MBE/DBE) fraud. Anand has also brought fraud claims under the Dodd-Frank financial reform bill, and other federal and state statutes.

Prior to joining Loevy & Loevy, Mr. Swaminathan worked as an associate at Vladeck, Waldman, Elias & Engelhard, a New York law firm specializing in plaintiff-side employment matters. While at the Vladeck firm, Mr. Swaminathan worked on individual and class action lawsuits, and also represented whistleblowers in cases under federal and state false claims act statutes.

EXHIBIT 1 Mr. Swaminathan graduated from Harvard Law School in 2006. He was awarded the Andrew L. Kaufman Award, given each year to the graduating student that provided the most pro bono service during law school, for performing more than 2,000 hours of volunteer legal work. During law school, Mr. Swaminathan served as an officer and member of the Harvard Legal Aid Bureau, a student-run legal services center, and worked at the National Immigration Project as a National Lawyers Guild Haywood Burns Fellow. Following law school, Mr. Swaminathan clerked for Judge Theodore H. Katz of the United States District Court for the Southern District of New York.

JOSHUA TEPFER

Joshua Tepfer joined Loevy & Loevy in May 2015. Mr. Tepfer graduated from University of Minnesota, magna cum laude, in 2004. After graduation, Mr. Tepfer spent for years as an appellate public defender in Chicago. From 2008-2015, Mr. Tepfer was an Assistant Clinical Professor at Northwestern University School of Law, where his research and teaching focused on wrongful convictions, juvenile justice, and false confessions. He also maintained an active practice, successfully representing many individuals who had falsely confessed or had been wrongfully convicted.

Mr. Tepfer’s practice at Loevy overwhelmingly focuses on pro bono representation of individuals who have been wrongfully convicted. Since joining Loevy, he has helped overturn seven convictions of innocent men and women. His civil practice at Loevy includes the representations of individuals wrongfully convicted and imprisoned. Mr. Tepfer is also a Lecturer in Law at the University of Chicago where he co-teaches a wrongful conviction legal clinic.

TARA THOMPSON

Tara Thompson is a partner at Loevy & Loevy. She graduated with honors from the University of Chicago Law School in 2003. She served as the Senior Comment Editor for the University of Chicago Legal Forum. She also participated in the law school’s Edwin F. Mandel Legal Aid Clinic, working for several years in the Police Accountability Project. She was a member of the clinic student board and received the Edwin F. Mandel award, given yearly to those law school graduates who most demonstrate commitment to and effective advocacy for clients.

Following law school Ms. Thompson worked as an associate in Mayer Brown’s Chicago office, where she represented clients in a variety of litigation matters, including a significant commitment to pro bono representation. She left Mayer Brown in 2006 to clerk for Judge Elaine Bucklo of the United States District Court for the Northern District of Illinois. After completing her clerkship, she joined Loevy & Loevy in 2007. At Loevy & Loevy, Ms. Thompson’s practice has concentrated on

EXHIBIT 1 representing wrongfully convicted clients. Ms. Thompson is a successful trial attorney who has tried many cases to verdict.

In addition to her work with the firm, Ms. Thompson is also a Clinical Lecturer in Law at the University of Chicago Law School, where she co-teaches the Exoneration Project, a clinic on wrongful convictions in the Arthur Kane Center for Legal Education, as well as other pretrial and trial litigation courses. Through the Exoneration Project, Ms. Thompson has represented many clients who have been exonerated and freed from prison for crimes they did not commit.

Ms. Thompson was featured in the Chicago Tribune’s “Remarkable Woman” column in 2012 talking about the rewards of working as a civil rights and wrongful conviction attorney.

Ms. Thompson has been admitted to practice by the Illinois Supreme Court, the Northern and Southern Districts of Illinois, and the Seventh Circuit Court of Appeals.

MATTHEW V. TOPIC

Matthew Topic joined Loevy & Loevy in 2014. His practice is focused on intellectual property licensing and litigation and business disputes, as well as Freedom of Information Act, First Amendment, and media law. Among other accomplishments, Mr. Topic was the attorney primarily responsible for forcing the release of the Laquan McDonald shooting video under FOIA. He has handled or is currently handling more than 50 FOIA and First Amendment disputes, including the McDonald case.

Prior to joining Loevy & Loevy, Mr. Topic was a partner at Kirkland & Ellis LLP. Matt has practiced in many district courts around the country, the International Trade Commission, and the Court of Federal Claims, and his experience includes appellate work in various courts of appeal, including the Court of Appeals for the Federal Circuit. Mr. Topic’s work at Kirkland was recognized as one of five “Stand Out” awards from Financial Times for Most Innovative Law Firm in Litigation.

As a law clerk to now-retired Presiding Magistrate Judge Morton Denlow before joining Kirkland, Mr. Topic assisted in more than 100 settlement conferences in a wide variety of federal court suits.

Mr. Topic graduated from Chicago-Kent College of Law as Valedictorian in 2006, where he was an Executive Articles Editor of the Chicago-Kent Law Review and an Intellectual Property Colloquium Fellow. Prior to law school, Mr. Topic was a professional jazz musician and small business owner. His undergraduate education included general engineering coursework at the University of Illinois at

EXHIBIT 1 Urbana-Champaign. He has published several articles on intellectual property and is a frequent presenter on intellectual property and FOIA issues.

CINDY TSAI

Cindy Tsai joined Loevy & Loevy in 2008. Ms. Tsai is devoted to defending individuals’ constitutional rights and handles civil rights cases involving wrongful convictions, police brutality, and illegal searches. She also litigates class actions on behalf of people whose rights were violated while detained at various police stations and county jails throughout the country, including working on the Young case referenced above. Ms. Tsai is experienced in all phases of litigation, and has won many motion hearings and successfully obtained favorable verdicts and settlements on behalf of her clients, including serving on the Fox trial team that won a $12 million verdict for their client.

While in law school, Ms. Tsai interned at the Legal Assistance Foundation of Metropolitan Chicago, worked in the Loyola University Business Law Clinic, and served as a judicial extern to the Honorable Dennis J. Burke, Circuit Court of Cook County-Law Division. In addition, she excelled in Loyola’s nationally ranked Moot Court program, competing on the National Thomas Tang Moot Court team. She also served as Executive Editor on the Loyola Law Journal and her article on branding and product placement was published in the Consumer Law Review.

Prior to joining Loevy & Loevy, Ms. Tsai worked as a litigation design consultant at TrialGraphix.

Ms. Tsai graduated from Loyola University-Chicago’s J.D./M.B.A. program in 2007. Before attending law school, Ms. Tsai worked as an advertising executive at DraftFCB. She received her undergraduate degree with honors from Syracuse University.

DANIEL TWETTEN

Dan Twetten is a partner at Loevy & Loevy. He represents clients in complex business and commercial litigation and trials. He has tried cases in state and federal courts and has handled matters in a wide range of areas, from contract disputes to frauds to internal investigations. Mr. Twetten has represented several Fortune 500 businesses, leading research universities, non-profit entities, and individuals.

Mr. Twetten also represents whistleblowers in cases under the False Claims Act and other qui tam statutes. He has represented whistleblowers in claims involving pharmaceutical off-label marketing, complex Medicare/Medicaid fraud, tax fraud, home health care, MBE/WBE fraud, research grants, and government contractor fraud.

EXHIBIT 1 Finally, Mr. Twetten litigates and tries civil rights cases. For example, he was a member of the Johnson trial team, where a federal jury awarded our client $21 million for having been wrongfully convicted and imprisoned for more than eleven years.

Prior to joining the firm in 2009, Mr. Twetten was an attorney with Sidley Austin LLP in Chicago, one of the largest law firms in the world.

Mr. Twetten graduated cum laude from Northwestern University School of Law in 2001 and served as a judicial law clerk to the Hon. Richard C. Tallman of the United States Court of Appeals for the Ninth Circuit.

ELIZABETH WANG

Ms. Wang joined Loevy & Loevy in the fall of 2008 and is a partner at the firm. She focuses her practice on wrongful convictions, police brutality, denial of medical care, and First Amendment issues. She has successfully represented clients in civil and criminal trials and has secured millions of dollars for her clients in civil cases.

Prior to joining the firm, Ms. Wang served as a law clerk for the Honorable Harry D. Leinenweber on the United States District Court for the Northern District of Illinois. In 2006-07, Ms. Wang served as a law clerk for the Honorable Betty B. Fletcher on the United States Court of Appeals for the Ninth Circuit. Prior to her clerkships, she worked as a Fellow at the Drug Law Reform Project of the American Civil Liberties Union, where she represented South Asian convenience store owners who were racially targeted by law enforcement in rural Georgia.

Ms. Wang graduated from the University of Chicago Law School in 2005. During law school, she worked in the Civil Rights and Police Accountability Project of the Edwin F. Mandel Legal Aid Clinic and served as President of the Chicago Law Foundation, a non-profit that raised funds for law students to do summer public interest work. Prior to law school, Ms. Wang worked at the Cato Institute, where she researched alternatives to incarceration for drug offenders.

In addition to practicing law, Ms. Wang has served as a Lecturer in Law at the University of Chicago, co-teaching a clinic on wrongful convictions with other Loevy & Loevy attorneys.

EXHIBIT 1 Andrea Lynn Chasteen Will County Circuit Clerk Twelfth Judicial Circuit Court Electronically Filed 10MR165 IN THE CIRCUIT COURT OF THE TWELTH JUDICIAL CIRCUITFiled Date: 4/20/2018 5:54 PM Envelope: 924092 WILL COUNTY, ILLINOIS Clerk: KA

MICHAEL MARCONI, et al., ) ) No. 10 MR 0165 Plaintiffs, ) ) v. ) ) CITY OF JOLIET, a municipal corporation, ) ) Defendants. ) ______

This Class Action Settlement Agreement and Stipulation (“Agreement”) is made and entered into between Plaintiffs Michael Marconi and David Conner (“Plaintiffs”), individually and on behalf of the Class, and Defendant City of Joliet (“City”), subject to the approval of the Court, as provided below. This Agreement is intended by Plaintiffs and the City to fully, finally, and forever resolve, discharge, and settle the released claims upon and subject to the terms and conditions hereof, as follows:

1. Definitions.

As used herein, the following terms shall be defined as follows:

1.1 “Action” refers to the civil action entitled: Marconi et al. v. City of Joliet, Case No. 10 MR 0165, in the Circuit Court of Will County, Illinois.

1.2 “City” refers to the City of Joliet in its municipal corporate capacity, along with any affiliates, predecessors, successors, representatives, elected officials, attorneys, officers, agents and employees, individually and in their representative capacities.

1.3 “Class” or “Class Members” refers to all individuals who retired from the City of Joliet before January 1, 2010, and who were included on the “Class Member List” provided to Class Counsel by Joliet June 8, 2016, and who did not previously exclude themselves from this lawsuit.

1.4 “Class Counsel” refers to the attorneys of record for Plaintiffs and the class: Scott Rauscher and Michael Kanovitz, Loevy & Loevy, 311 N. Aberdeen Street, Third Floor, Chicago, Illinois, 60607.

1.5 “Class Counsel Payment” refers to the amount authorized by the Court pursuant to paragraph 8 for the costs and attorneys’ fees incurred by Class Counsel in connection with the litigation and resolution of this Action.

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EXHIBIT 2 1.6 “Class Settlement Notice” refers to the form of direct-mail notice to Class Members in the form attached hereto as Exhibit A, as may be modified by the Court.

1.7 “Class Representatives” refer to David Conner and Michael Marconi.

1.8 “Complaint” refers to all complaints that have been or will be filed in this Action.

1.9 “Gross Fund Value” refers to the maximum settlement payment that the City shall be in this settlement, which is $702,139.99. This sum shall include all Individual Settlement Payments, the Court-approved Service Award to the Class Representatives, and the Court-approved Class Counsel Payment.

1.10 “Individual Settlement Payment” shall refer to the amount paid to a Class Member pursuant to the terms of this Agreement.

1.11 “Judgment” refers to the final judgment by the Court approving this Agreement and containing the elements set forth in paragraph 14.

1.12 “Net Fund Value” is a subset of the Gross Fund Value, which consists of the portion of the Gross Fund Value that remains following deductions of the Court- approved Class Counsel Payment and the Court-approved Service Award.

1.13 “Parties” refer collectively to Plaintiffs and the City.

1.14 “Preliminary Approval Order” refers to the order by the Court following the motion for preliminary approval for the Agreement that preliminarily approves the settlement.

1.15 “Request for Exclusion” refers to a timely written, signed request to be excluded from the settlement that meets the requirements of paragraph 12, and its subparts, by a Class Member.

1.16 “Service Award” refers to the Court’s award of a monetary payment of $10,000 to David Conner and Michael Marconi for their services as Class Representatives as described in paragraph 9, to be paid from the Gross Fund Value, and in exchange for executing the general release of claims against the City, as set forth in paragraph 9, and its subparts.

1.17 “Settlement Class” or “Settlement Class Members” refers to all Class Members who did not submit a timely and valid Request for Exclusion. A “Settlement Class Member” is an individual member of the Settlement Class.

1.18 “Settlement Class Released Claims” are those claims defined in paragraph 10 that are released by Settlement Class Members.

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EXHIBIT 2 2. Procedural History and Recitals.

2.1 On February 18, 2010, Plaintiffs filed their original Complaint, which asserted a claim against the City for a violation of the Illinois Constitution’s so-called “Pension Protection Clause,” arising from the City’s increase in the cost of health insurance prescription drug copays and deductibles for retired City employees.

2.2 On July 21 2011, the trial court granted Plaintiffs’ motion for summary judgment, and entered an order on November 2, 2011, awarding damages to Plaintiffs.

2.3 The City subsequently appealed. On May 2, 2013, the Illinois Appellate Court for the Third District reversed the trial court’s judgment, and remanded the matter to the trial court so that it could take additional evidence and determine whether each plaintiff had a vested right to receive the specific health care benefits promised in the collective bargaining agreement under which they retired. See Marconi v. City of Joliet, 2013 IL App (3d) 110865, ¶ 45. On September 24, 2014, the Illinois Supreme Court denied the City’s petition for leave to appeal from the Third District’s decision.

2.4 On remand, Plaintiffs filed a two-count amended Complaint on March 26, 2015. The amended Complaint alleged (1) a breach-of-contract; and (2) a violation of the Illinois Constitution’s so-called “Pension Protection Clause” based on the City’s increase in retiree health insurance deductibles and prescription drug copays. The Complaint also sought class certification for a group of City retirees.

2.5 On October 6, 2015, the Court certified a class of City retirees, which the parties subsequently amended (with Court approval) on May 18, 2016.

2.6 A period of oral and written discovery ensued through December 2016, with the parties taking witness depositions and answering interrogatories and production requests.

2.7 In January 2017, the Court approved a briefing schedule for dispositive motions. The parties subsequently filed their respective cross motions for summary judgment, the briefing of which was completed by May 30, 2017.

2.8 Before and after the filing of the parties’ cross-motions for summary judgment, Class Counsel thoroughly investigated the Class Members’ claims against the City. Class Counsel represent that they have further undertaken an extensive analysis of the legal principles applicable to the claims asserted against the City and the potential defenses thereto. Both Class Representatives and the City have had an opportunity to evaluate their respective positions on the merits of the claims asserted.

2.9 Class Counsel and Class Representatives also have engaged in intensive arms- length negotiations with City representatives and the City’s legal counsel,

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EXHIBIT 2 including multiple in-person meetings (the latest taking place in December 2017), with a view toward achieving substantial benefits for the Class while avoiding the cost, delay and uncertainty of further litigation and appellate review.

2.10 As a consequence of the negotiations, and of Class Counsel’s investigation, analysis and discovery, Plaintiffs and Class Counsel determined to enter into this Agreement on the terms and conditions hereinafter set forth, believing such Agreement to be fair, reasonable and adequate and in the best interests of the Class Members. Plaintiffs have agreed to execute this Agreement and Plaintiff and Class Counsel urge approval by the Court of the proposed Agreement after considering: (1) the substantial factual and legal defenses available to the City to the claims asserted in the Action, which render the outcome of the Action substantially uncertain; (2) the substantial benefits that Class Members shall receive pursuant to the proposed Agreement; (3) the fact that the proposed Agreement ensures that Class Members shall receive relief in the most expeditious and efficient manner practicable, and thus much sooner than would be possible were the claims to be litigated successfully through final judgment and appeal; and (4) the fact that the proposed Agreement allows persons who would otherwise fall within the definition of the Class to opt out of the Action (if they so desire) and individually pursue the claims alleged in the Action.

2.11 The parties expressly acknowledge that this Agreement is entered into solely for the purpose of compromising highly disputed claims and that nothing herein is an admission of liability or wrongdoing by the City. It is the parties’ intention that this Agreement shall constitute a full and complete settlement and release of all claims against the City that were alleged or reasonably could have been alleged arising out of the facts alleged in the original or amended Complaints, as set forth in paragraph 10 of this Agreement.

NOW THEREFORE, in consideration of the covenants and agreements set forth herein, and of the release and dismissal of all of the Settlement Class Released Claims, Plaintiffs, on behalf of themselves and as the Class Representatives on behalf of the Class, Class Counsel, and the City agree to the terms and provisions of this Agreement, subject to the Court’s approval.

3. Stipulation to Limitation on Effect of Settlement.

The Agreement shall not constitute, in this or any other proceeding, an admission of any kind by the City, including without limitation, that Plaintiffs could establish any of the requisite elements of any of the claims raised in the Action. In the event the Agreement is not finally approved by either the Court or the Joliet City Council, or the settlement is otherwise nullified, no party will be estopped as a result of the motion for settlement approval; the City expressly reserves all rights to challenge the merits of Plaintiffs’ claims; and the parties will each revert to their positions prior to the filing of the motion for settlement approval.

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EXHIBIT 2 4. Establishment of the Gross Fund Value.

In settlement of the Action, the City shall pay the Gross Fund Value of $702,139.99.

5. Calculation of the Net Fund Value and Distribution of Settlement Proceeds.

5.1 Subject to final approval of this Agreement by the Joliet City Council and the Court, each Settlement Class Member shall be entitled to a share of the Net Fund Value in accordance with the following formula: Net Fund Value divided by the number of Class Members. These Individual Settlement Payments will be distributed to Settlement Class Members (or their estates in the event of their death) in two checks of equal value (or as equal as possible, depending on rounding to the nearest cent), that will be accompanied by an IRS Form 1099- MISC. The first check will be mailed to the Settlement Class Members (or their estates) by the sixtieth (60) calendar day following approval of this Agreement by the Joliet City Council. The second check will be mailed to the Settlement Class Members (or their estates) no later than January 31, 2019. Notwithstanding the foregoing, the City of Joliet has no record of the following three Class Members paying any money for health insurance coverage from Joliet since January 1, 2010: Raymond Kwasneski, Philip Randles, and Thomas Wilson. As a result, they will not receive the Individual Settlement Payments described in this paragraph unless they provide sufficient proof to the Court during the 30-day objection period described in paragraph 13 that they indeed incurred increased health insurance costs since January 1, 2010. In that event, the Court will assess the Class Members’ evidence and decide whether the aforementioned three Class Members will receive the Individual Settlement Payments described in this paragraph. If the aforementioned three Class Members do not ultimately receive Individual Settlement Payments, the formula described in this paragraph will be based on the number of Settlement Class Members less the three aforementioned individuals. Nothing in this paragraph is intended to affect the three aforementioned Class Members’ entitlement to the same benefits described in Paragraphs 6 and 7 of this Settlement Agreement as all other Class Members.

5.2 Plaintiffs (in both their individual capacities and as Class Representatives) acknowledge that they have not relied on any statements or representations by the City or Class Counsel with respect to the tax treatments of payments described in this paragraph, and that they and the Settlement Class Members are solely responsible for any tax payments that might be required from them under the law. In the event any taxing body determines that amounts should have been withheld from any payment (or portion thereof) provided for in this Section, Plaintiffs and Settlement Class Members acknowledge and assume all responsibility for the payment of any such taxes.

5.3 The first settlement check described in this paragraph will remain negotiable for ninety (90) calendar days from their issuance, and will thereafter automatically be cancelled if not cashed. If any Settlement Class Member fails to cash his or her first round check before its cancellation date, Class Counsel will make reasonable -5-

EXHIBIT 2 efforts to contact that Class Member and remind him or her about the second settlement check. That Class Member’s second check will then equal the total amount from the first and second distributions. Checks from the second round distribution that are not cashed within ninety (180) calendar days from their issuance will not be redistributed.

6. Future Health Insurance Deductibles and Prescription Drug Copays.

The City promises to maintain the following level of health insurance deductibles and prescription drug copays for the remaining lives of all Settlement Class Members as long as they choose to participate in health insurance plan(s) that the City offers, sponsors or makes available:

6.1 Settlement Class Members will pay no more than a $250 deductible for PPO (In- Network) individual coverage, and no more than a $500 deductible for PPO (Out- Of-Network) individual coverage.

6.2 Settlement Class Members will pay no more than a $500 deductible for PPO (In- Network) family coverage, and no more a $1,000 deductible for PPO (Out-Of- Network) family coverage.

6.3 Settlement Class Members will pay a copay of no more than $8/$15/$35 (In Network) for generic/formulary brand/non-formulary brand prescription drugs when purchased on a retail basis. Settlement Class Members will pay no more than 75% of the cost of (Out-Of-Network) generic/formulary brand/non- formulary brand prescription drugs, after the payment and deduction of the aforementioned copay amounts described in this paragraph.

6.4 Settlement Class Members will pay a copay of no more than $14/$28/$68 (In Network) for generic/formulary brand/non-formulary brand prescription drugs when purchased on a mail order basis.

6.5 Nothing in this Section and/or Agreement is intended to prevent or prohibit the City from making periodic changes to insurance carriers, funding methodology, medical services, cost containment measures, and/or drug coverage in connection with the health insurance offered, sponsored or made available to Settlement Class Members, provided such changes are administered in such a way that does not diminish the benefits promised in this Agreement.

7. Future Retiree Dependent Health Insurance Premiums.

The City promises to maintain the following level of health insurance premiums for retiree dependent coverage for all Settlement Class Members, up through and including December 31, 2030:

7.1 Settlement Class Members will pay no more than $118.20 per month for “Retiree + 1” health insurance coverage.

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EXHIBIT 2 7.2 Settlement Class Members will pay no more than $217.68 per month for “Family” health insurance coverage.

7.3 Settlement Class Members will pay no more than $99.60 per month for “Child Only” health insurance coverage.

7.4 Settlement Class Members who have a Medicare eligible spouse only will pay no more than $59.10 per month.

7.5 After December 31, 2030, the parties reserve any and all legal rights they may have regarding the modification of retiree dependent health insurance premiums. Nothing in this Agreement can or should be construed as an admission by the City that it lacks the contractual and/or legal right to modify retiree dependent health insurance premiums for Settlement Class Members, or as an admission by the Plaintiffs (in both their individual and Class Representative capacities) that the City has the contractual and/or legal right to modify retiree dependent health insurance premiums for Settlement Class Members. The City maintains that it has the contractual and/or legal right to modify retiree dependent health insurance premiums for Settlement Class Members, and Plaintiffs maintain (in both their individual and Class Representative capacities) that the City has no contractual and/or legal right to modify retiree dependent health insurance premiums for Settlement Class Members. If the City ever modifies retiree dependent health insurance premiums for Settlement Class Members after December 31, 2030, the parties agree that Plaintiffs and all other Settlement Class Members will retain the right to challenge any such premium modification by filing a legal action against the City.

8. Attorneys’ Fees and Costs.

Class Counsel shall file a motion, to be heard with the motion for Final Approval Order, for the Class Counsel Payment. Such motion shall be filed with the Court no later than thirty (30) calendar days after the Court preliminarily approves the Agreement. Class Counsel agrees to seek a fee of no more than 1/3 of the Gross Fund Value. The Class Counsel Payment ultimately approved by the Court shall be paid out of the Gross Fund Value. The award of the Class Counsel Payment is not a material term of this Agreement, such that if the Court approves less than what Class Counsel originally request, it will not give rise to a basis to abrogate this Agreement. The City will mail the aforementioned Class Counsel Payment to Class Counsel on the same schedule that it mails checks to Class Members. Class Counsel will receive an IRS Form 1099 for the Class Counsel Payment, and will be responsible for payment of any taxes owing on said amount.

9. Service Award.

Each Plaintiff (i.e., David Conner and Michael Marconi) shall receive a service award of ten thousand dollars and zero cents ($10,000.00). This payment shall be in exchange for a general release of claims by Plaintiffs. The Service Award shall be paid out of the Gross Fund

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EXHIBIT 2 Value. The aforementioned Service Awards will be mailed to the Plaintiffs (i.e., David Conner and Michael Marconi) at the same time the first round of checks are mailed to Class Members. Plaintiffs will receive an IRS Form 1099 for their individual Service Awards, and will be responsible for payment of any taxes owing on said amount.

10. Release.

In exchange for the consideration set forth in this Agreement, Plaintiffs and Settlement Class Members agree to release all claims as set forth herein.

10.1 Settlement Class Released Claims: As of the date of the Court’s Judgment (conditioned on subsequent approval of this Agreement by the Joliet City Council), all Settlement Class Members hereby fully release the City from any and all claims, debts, liabilities, demands, obligations, penalties, guarantees, costs, expenses, attorneys’ fees, damages, action or causes of action of whatever kind or nature, whether known or unknown, contingent or accrued, that were alleged or that reasonably could have been alleged based on the facts alleged in the Action, including but not limited to any claims for any kind of improperly increased health insurance costs that were and/or are continuing to be charged to Settlement Class Members since January 1, 2010, any claims for any kind of improperly modified insurance benefits that were applied and/or are continuing to be applied to Settlement Class Members since January 1, 2010, and any other claims for any kind of modifications to the City’s health insurance plans that have occurred since January 1, 2010. The parties stipulate that beyond the Gross Fund Value, the City shall not owe any further monies to the Settlement Class Members based upon any claim that was alleged or that reasonably could have been alleged based on the facts alleged in the Action or in any complaint filed therein. Nothing in this Settlement Class Released Claims shall serve as a waiver of Settlement Class Members’ claims accruing after the date of the Court’s Judgment. The Settlement Class Released Claims do not include claims relating to the enforcement of this Agreement and/or any Court order and judgment pertaining to the same.

10.2 Plaintiffs warrant and represent that they have not assigned or transferred to any person or entity any rights, claims, or causes of action arising out of the Settlement Class Released Claims described in Section 10.1.

10.3 Plaintiffs acknowledge that, before signing this Agreement and Release, they have twenty-one (21) calendar days to consider it. Plaintiffs further understand that they may sign this Agreement at any time before the expiration of the 21-day consideration period. Plaintiffs agree and understand that they may revoke this Agreement within seven (7) calendar days after the date on which they sign below. Any revocation must be in writing and delivered by hand or certified mail to City Manager David Hales, 150 West Jefferson Street, Joliet, Illinois, 60432. If Plaintiffs revoke within seven (7) calendar days, the entire Agreement is voidable

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EXHIBIT 2 by the City as set forth in paragraph 16. The City is hereby advising Plaintiffs to consult with an attorney before signing this Agreement.

10.4 All Settlement Class Members are prohibited from asserting a Settlement Class Released Claim and from commencing or joining in a lawsuit or adversary proceeding against the City based on Settlement Class Released Claims.

11. Class Settlement Notice.

Within fifteen (15) calendar days of the Court’s entry of a Preliminary Approval Order, Class Counsel will send the Class Settlement Notice (attached hereto as Exhibit A) to all Class Members. The Class Settlement Notice shall be sent to Class Members by first class U.S. Mail.

12. Right to Request Exclusion.

12.1 Any Class Member may elect to opt out of the settlement by sending a written Request for Exclusion to Class Counsel at the address that is set forth in the Class Settlement Notice. To be timely, all such Requests for Exclusion must be postmarked no later than thirty (30) calendar days after the date Class Counsel mails the Class Settlement Notice to the Class Members (hereinafter the “Exclusion Deadline”). Class Members requesting exclusion must set forth in their Request for Exclusion their name, signature, address, and the following statement or similar statement: “I wish to exclude myself from the settlement in the matter of Marconi v. City of Joliet. I understand that by excluding myself, I will not receive any money from the settlement in this matter, or a guaranteed level of health insurance deductibles and prescription drug copays.” A Class Member who fails to comply with the opt-out procedure set forth herein on or before the Exclusion Deadline shall not be excluded and shall instead be bound by all provisions of the Agreement and all orders issued pursuant thereto.

12.2 Any Class Member who elects to opt out in the manner and within the time limits specified above and in the Class Settlement Notice shall not: (a) have any rights under the Agreement; (b) be entitled to receive any compensation under the Agreement; (c) be entitled to any of the guaranteed level of deductibles, prescription drug copays or health insurance premiums under the Agreement; (d) have standing to submit any objection to the Agreement; (e) be bound by the Agreement; and (f) be permitted to later revoke his or her Request for Exclusion following the Court’s approval of this Agreement.

12.3 All Settlement Class Members (i.e., those who did not elect to opt out in the manner and within the time limits specified above and in the Class Settlement Notice) shall be bound by the terms and conditions of this Agreement, including all orders issued pursuant thereto, and shall be deemed to have waived all unstated objections and opposition to the fairness, reasonableness, and adequacy of this Agreement, and any of its terms, and will have been deemed to have waived any right to recover proceeds from any individual settlement regarding Settlement

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EXHIBIT 2 Class Released Claims, whose terms will be void and unenforceable for said Settlement Class Member.

12.4 If the Court enters Judgment that approves the Agreement, and after the Joliet City Council approves the Agreement in open session, and as long as the Agreement is not otherwise nullified pursuant to the terms herein, the Agreement shall operate as a full, complete, and final release of all of the Settlement Class Released Claims of all Settlement Class Members, and it shall operate as an effective covenant not to sue as to the Settlement Class Released Claims.

13. Objections to the Settlement.

Any Class Member who does not submit a timely Request for Exclusion may object to the proposed Agreement. The Class Settlement Notice will instruct Class Members who wish to object to the settlement to file with the Office of the Circuit Clerk of Will County, not later than thirty (30) calendar days after the date Class Counsel mail the Class Settlement Notice to the Class Members, a written statement objecting to the settlement. Such a written statement must include: (1) the Class Member’s name and current address; (2) the specific grounds for the Class Member’s objection; (3) all arguments, citations, and evidence supporting the objection; (4) a statement that the individual is a Class Member; (5) the name and contact information of any and all attorneys representing, advising or in any way assisting the Class Member; and (6) a statement indicating whether the Class Member (or counsel) intends to appear at the Final Approval Hearing. A Class Member who does not submit an objection in the manner and by the deadline specified above will be deemed to have waived all objections and will be foreclosed from making any objection to the Agreement, whether by appeal or otherwise.

14. Final Approval Hearing and Judgment.

A Final Approval Hearing will be scheduled to occur at least sixty (60) calendar days after the Court enters an order preliminarily approving the Agreement. If after the Final Approval Hearing the Court decides to approve the Agreement, the Court will enter a Judgment that includes the following provisions:

(a) directing the parties to implement the terms of the Agreement, after the City Council has had an opportunity to approve the Agreement in open session within thirty (30) calendar days from the Judgment date;

(b) ruling that the Agreement will be null and void if the City Council fails to approve the Agreement in open session within thirty (30) calendar days from the Judgement date;

(d) resolving and settling all of Settlement Class Released Claims by all Settlement Class Members with the release precluding them from instituting, commencing, or

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EXHIBIT 2 continuing to prosecute, directly or indirectly, as an individual or collectively, representatively, derivatively, or on behalf of themselves, or in any other capacity of any kind whatsoever, any action in this Court, any other federal or state court, any arbitration or mediation proceeding, or any other similar proceeding, against the City that asserts any claims that are Settlement Class Released Claims; and providing that any person who violates the terms of the release by further asserting any of the Settlement Class Released Claims against the City shall pay the costs and attorneys’ fees incurred by the City as a result of the violation if the City has provided written notification to that person or his or her designated representative of the bar against asserting any of the Settlement Class Released Claims, and the City is the prevailing party in the action.

(e) awarding the Class Counsel Payment as determined by the Court pursuant to paragraph 8;

(f) awarding the Service Award identified in paragraph 9; and

(g) reserving continuing jurisdiction and exclusive jurisdiction over all matters related to the administration and consummation of the terms of this Agreement and enforcement of the Judgment.

15. Execution of Agreement.

Plaintiffs (in their individual and Class Representative capacities) shall sign and date the Agreement no later than the date that the Court enters a Judgment approving this Agreement. An authorized City representative will sign and date the Agreement within five (5) calendar days of the City Council approving the Agreement after the Court’s entry of Judgment described in paragraph 14.

16. Effect of Settlement Not Being Final.

In the event that the settlement does not become final for whatever reason, then the Agreement shall become null and void, and all negotiations, proceedings, and statements relating thereto shall be without prejudice as to the rights of any and all parties hereto, and all parties shall be deemed to have reverted to their respective positions in the Action as of the date and time immediately prior to the filing of the motion for preliminary approval. At that point, the Action will resume unless the parties jointly agree to (a) seek reconsideration or appellate review of the decision denying approval of the Agreement; or (b) attempt to renegotiate the settlement and seek Court approval of the renegotiated settlement. In the event any reconsideration and/or appellate review is denied, or a mutually agreed settlement is not approved, the Action will proceed as if no settlement has been attempted, and any preliminary orders the Agreement will be voided.

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EXHIBIT 2 17. Opt Outs

The parties agree they will not encourage any Class Member to object to the settlement or to submit a Request for Exclusion.

18. No Admissions.

By settling this matter, the City does not admit guilt, wrongdoing or liability of any kind whatsoever. Neither this Agreement, nor final form of settlement, shall constitute an admission by the City of any form of liability or the accuracy of any allegation against it. This Agreement reflects the parties’ good faith compromise of the claims raised in this action, based upon their assessment of the mutual risks and costs of further litigation and the assessment of their respective counsel.

19. Avoidance of Undue Publicity.

Neither Plaintiffs nor Class Counsel shall seek to publicize, or cause to be publicized, directly or indirectly, the discussions resulting to or the existence of this settlement or its terms in any type of mass media, including, but not limited to, speeches, press conferences, press releases, interviews, television or radio broadcasts, newspapers, message on the Internet, Facebook, Twitter or any other social media or any website. Plaintiffs and Class Counsel may, however, respond to any inquiries they receive regarding this case or this settlement. Nothing in this paragraph should be construed as prohibiting Class Counsel from providing Class Members with information regarding the case on Class Counsel’s website, including on the page listed in the Class Notice.

20. Extensions of Time.

Without further order of the Court, the parties may agree in writing to extensions of time to carry out any of the provisions of the Agreement.

21. Construction.

This Agreement was entered into after substantial good faith, arms-length negotiations between the parties and their counsel. This Agreement has been entered into without any coercion and under no duress. The parties agree that this Agreement shall not be deemed to have been prepared or drafted by one party or another.

22. Entire Agreement.

This Agreement (including Exhibit A hereto) sets forth the entire agreement of the parties with respect to its subject matter and supersedes any and all other prior agreements and all negotiations leading up to the execution of this Agreement, whether oral or written, regarding the subjects covered herein. The parties acknowledge that no representations, inducements, warranties, promises, or statements relating to the subjects covered herein, oral or otherwise,

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EXHIBIT 2 have been made by any of the parties which are not embodied or incorporated by reference herein.

23. Modification or Amendment.

This Agreement may not be modified or amended except in a writing signed by all signatories.

24. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and facsimile signatures and/or “pdf” signed copies may be accepted as originals for any and all purposes of executing this Agreement.

25. Waivers.

The waiver by any party of any breach of this Agreement shall not be deemed or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, of this Agreement.

26. Governing Law.

This Agreement shall be governed by and construed, enforced and administered in accordance with the laws of the State of Illinois (without regard to conflict of laws principles).

27. Headings.

The headings contained in this Agreement are for convenience and reference purposes only, and shall not be given weight in its construction.

IN WITNESS WHEREOF, this Agreement has been duly executed by and on behalf of the parties, as follows:

CITY OF JOLIET PLAINTIFF AND CLASS REPRESENTATIVE

BY: BY: Mayor Bob O’Dekirk David Conner

DATE: DATE:

-13-

EXHIBIT 2 PLAINTIFF AND CLASS REPRESENTATIVE

Michael Marconi

DATE:

-14-

EXHIBIT 2

EXHIBIT A

EXHIBIT 2 Circuit Court of the Twelfth Judicial Circuit, Will County

Marconi, et al. v. City of Joliet, case number 10-MR-0165

NOTICE OF CLASS ACTION SETTLEMENT

This is a court-authorized mailing to notify you of a proposed settlement in a pending class action lawsuit. This notice concerns your rights regarding the class action lawsuit as well as how to exercise your rights. Please read it carefully. You are not being sued. This is not a solicitation from a lawyer.

• A settlement has been reached in a class action lawsuit claiming that the City of Joliet (“Joliet” or “Defendant”) improperly diminished retiree health care benefits. The settlement does not decide who is right, but instead is a compromise to end the lawsuit and avoid the uncertainties and costs associated with a trial.

• You are a class member if you are a former City of Joliet employee who retired before January 1, 2010, other than certain former supervisory level employees who were involved in negotiating the relevant collective bargaining agreements on behalf of the City, including former City Managers and City Attorneys. A list of excluded supervisory- level employees and attorneys is included later in this notice, on page 3.

• The settlement has two components: (1) payments to class members; and (2) binding promises regarding the cost of healthcare benefits going forward. For the monetary portion, Joliet has agreed to create a Settlement Fund of $702,139.99. Each class member will receive an equal share of the settlement fund, after payment of any court-awarded expenses and fees. With respect to healthcare benefits going forward, Joliet has agreed that it will not increase the costs of any class member’s deductibles and prescription copays for the remainder of each class member’s life. Finally, Joliet has agreed to freeze the current premium for retiree dependent care coverage, through at least 2030.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT DO NOTHING You will receive an equal share of the Settlement Fund, after any court-approved fees and expenses. You do not need to submit a claim form or any other documentation to receive payment. You will give up your rights to sue Joliet about the issues covered by the Settlement in this case. EXCLUDE YOURSELF You will receive no payment, but you will retain any rights you currently have to sue Joliet about the issues the Settlement covers in this case.

OBJECT Write to the Court explaining why you don’t like the Settlement.

ATTEND A HEARING Ask to speak in Court about the fairness of the Settlement.

EXHIBIT 2

BASIC INFORMATION

1. What is this notice and why should I read it?

A Court authorized this notice to let you know about a proposed Settlement with Joliet. You have legal rights and options that you may act on before the Court decides whether to approve the proposed Settlement. This notice explains the lawsuit, the Settlement, and your legal rights.

The people who filed the lawsuit, Michael Marconi and David Conner, are the Named Plaintiffs. They sued the City of Joliet, which is the Defendant in this case. Judge Raymond E. Rossi of the Twelfth Judicial Circuit Court of the State of Illinois is overseeing this class action. The case is Marconi, et al. v. City of Joliet, case number 10-MR-0165 (Will County Cir. Ct.).

2. What is a “class action” lawsuit?

A “class action” is a lawsuit in which one or several people, called “named plaintiffs,” sue for their own benefit as well as for a group of other people, called the “class.” The Named Plaintiffs try to recover a judgment, usually an amount of money, for everyone in the class.

THE CLAIMS IN THE LAWSUIT AND THE SETTLEMENT

3. What is this lawsuit about?

The lawsuit was brought on behalf of former City of Joliet employees, who, since retirement, have allegedly been required to pay more for health care benefits than they should have been required to pay. Specifically, the lawsuit alleges that in 2010, Joliet improperly increased the cost of retirees’ deductibles and prescription drugs. The lawsuit sought to recover damages based on the amount of additional money that retirees had to pay for their healthcare benefits as a result of the 2010 changes.

The suit alleges that the of City of Joliet breached the terms of several union collective bargaining agreements by failing to provide agreed-upon retirement benefits and that it violated Article 13, Section 5 of the Illinois Constitution by diminishing retiree health care benefits. It seeks damages in an amount necessary to compensate the members of the class for any alleged contract breach and/or constitutional violation, as well as an injunction against continued contractual and constitutional violations.

The City of Joliet claims that the retirement benefits at issue are neither vested nor guaranteed and that it has the contractual and legal right to change these benefits. The City of Joliet further denies that it has taken any actions in violation of Article 13, Section 5 of the Illinois Constitution.

4. Why is there a Settlement?

The Court has not decided whether the Plaintiffs or Joliet should win this case. Instead, Plaintiffs and Joliet have agreed to a Settlement. That way, they can avoid the uncertainty and expense of continued litigation, including a trial and any appeals. The Named Plaintiffs and their attorneys (“Class Counsel”) believe that the Settlement is in the best interests of the Class Members. 2

EXHIBIT 2

WHO’S INCLUDED IN THE SETTLEMENT

5. How do I know if I am a class member?

Prior to Settlement, the Court certified the following two Classes:

Subclass One: All former City of Joliet employees who retired before January 1, 2010 as bargaining unit employees whose retiree health care benefits were subject to collective bargaining agreements and whose health care benefits were reduced in any way after their retirement. Notwithstanding the foregoing, former supervisory level employees who were involved in negotiating the relevant collective bargaining agreements on behalf of the City, including former City Managers and City Attorneys as well as the following individuals: Michael Suppan, Rodney Marion, John Mezera, Tom Thanas, Jeff Plyman, Vickie Kehl-Gans, and Richard Clementi, are excluded from the aforementioned definition.

Subclass Two: All former City of Joliet employees who retired before January 1, 2010 and whose retiree health care benefits were reduced in any way after their retirement. Notwithstanding the foregoing, former supervisory level employees who were involved in negotiating the relevant collective bargaining agreements on behalf of the City, including former City Managers and City Attorneys as well as the following individuals: Michael Suppan, Rodney Marion, John Mezera, Tom Thanas, Jeff Plyman, Vickie Kehl-Gans, and Richard Clementi, are excluded from the aforementioned definition.

The Settlement covers the same class members, and it is referred to as the “Settlement Class.”

THE SETTLEMENT BENEFITS

6. What does the Settlement provide?

The settlement has two components: (1) a monetary payment from Joliet; and (2) an agreement regarding the costs of healthcare benefits going forward. Details are provided below.

Monetary payment. Joliet has agreed to establish a Settlement Fund of $702,139.99 to repay Class Members a portion of the alleged overpayments that Class Members made to Joliet after the costs of their healthcare benefits were increased during retirement. Each Class Member is entitled to an equal share of the Settlement Fund. Currently, Class Counsel estimates that each Class Member will receive approximately $1,575 if the Court approves the attorney’s fees and incentive awards listed in paragraph 11 of this Notice.

Guarantees regarding the cost of healthcare benefits. Joliet has agreed that, for the remainder of each Settlement Class Member’s life, it will not increase the cost of healthcare deductibles or prescription drugs. It has further agreed that it will not increase the cost of the dependent care premium until at least the end of 2030.

EXHIBIT 2

HOW DO I GET BENEFITS UNDER THE SETTLEMENT?

7. What do I need to do to receive the settlement benefits?

You do not need to take any action to participate in the Settlement. You will automatically receive an equal share of the Settlement Fund, as well as the above-described guarantee regarding the costs of your benefits in the future, unless you choose to exclude yourself from the Settlement.

8. When will I get my payment?

The hearing to consider the fairness of the Settlement is scheduled for __, 2018. If the Court approves the Settlement, it is estimated that payments will be made in two installments, the first installment occurring in the fall of 2018, and the second installment occurring by January 31, 2019.

THE LAWYERS REPRESENTING YOU

9. Do I have a lawyer in this case?

The Court has appointed Scott Rauscher and Michael Kanovitz of the law firm Loevy & Loevy to represent you as Class Counsel. The lawyers will request to be paid from the Settlement Fund. The Named Plaintiffs – Michael Marconi and David Conner – have been appointed by the Court as the Class Representatives. They are Class Members like you. Class Counsel can be reached by calling (312) 243-5900.

10. Should I get my own lawyer?

You do not need to hire your own lawyer because Class Counsel is working on your behalf. But if you want your own lawyer, you will have to pay for that lawyer. For example, you can ask your lawyer to appear in Court for you if you want someone other than Class Counsel to represent you.

11. How will the class lawyers be paid?

Class Counsel will ask the Court for attorney’s fees and expenses of up to $234,000 (approximately 1/3 of the Settlement Fund) and will also request an award of $10,000 for each of the Class Representatives for the substantial time and expense they dedicated to this case. Any amount awarded to Class Counsel or the Class Representatives will be paid from the Settlement Fund. The Court will determine the proper amount of any attorneys’ fees and expenses to award Class Counsel and the proper amount of any awards to the Class Representatives. The Court may award less than the amounts requested.

YOUR RIGHTS AND OPTIONS

12. What happens if I do nothing at all?

EXHIBIT 2

If you do nothing at all and the Court approves the Settlement, you will receive all of the Settlement benefits described in question 6, above, and you will also be bound by the terms of the Settlement Agreement.

13. What happens if I ask to be excluded?

If you exclude yourself from the Settlement, you will receive no payment under the Settlement, and you will not be in the Settlement Class. You will keep any right you currently have to start your own lawsuit against Joliet for the same legal claims made in this lawsuit. You will not be legally bound by the Court’s judgments relating to the Settlement Class and Joliet in this case.

14. How do I ask to be excluded?

You can ask to be excluded. To do so, you must send a letter or postcard, requesting to be excluded from the class. Your request must identify this case -- “Marconi v. City of Joliet, 10-MR-0165” -- and it must set forth your name, signature, address, and the following statement or similar statement:

I wish to exclude myself from the settlement in the matter of Marconi v. City of Joliet. I understand that by excluding myself, I will not receive any money from the settlement in this matter, or a guaranteed level of health insurance deductibles and prescription drug copays.

Your request must be postmarked no later than [30 calendar days after the date this notice is mailed] and must be addressed to:

City of Joliet Class Action c/o Scott Rauscher Loevy & Loevy 311 N. Aberdeen St., Third Floor Chicago, Illinois 60607

15. If I don’t exclude myself, can I sue Joliet for the same thing later?

No. Unless you exclude yourself, you give up any right to sue Joliet for the claims being resolved by this Settlement.

16. If I exclude myself, can I get anything from this Settlement?

No. If you exclude yourself, you will not get anything from this Settlement.

17. How do I object to the Settlement?

If you do not exclude yourself from the Class, you can object to the Settlement if you don’t like any part of it. You can give reasons why you think the Court should deny approval by filing an objection. To object, you must file a letter or brief with the Court stating that you object to the Settlement in Marconi v. City of Joliet, 10-MR-0165 no later than [30 days after the date this notice is mailed]. 5

EXHIBIT 2

Your objection should be sent to the Circuit Court of the Twelfth Judicial Circuit, Will County at the following address: Office of the Circuit Clerk, Will County Court House, 14 W. Jefferson Street, Joliet, IL 60432. The objection must be in writing and include the case name Marconi v. City of Joliet, 10-MR-0165. Your objection must be personally signed and include the following information: (1) your name and current address, (2) the specific grounds for your objection, (3) all arguments, citations, and evidence supporting your objection, including copies of any documents you intend to rely on, (4) a statement that you are a Class Member, (5) the name and contact information of any and all attorneys representing you, advising, or in any way assisting you in connection with the preparation or submission of your objection or who may profit from the pursuit of your objection, and (6) a statement indicating whether you (or your counsel) intend to appear at the Final Approval Hearing. If you are represented by a lawyer, he or she must file an appearance or seek pro hac vice admission to practice before the Court. In addition to filing your objection with the Court, you must send copies of your objection and any supporting documents to both Class Counsel and Joliet’s lawyers at the addresses listed below:

CLASS COUNSEL JOLIET’S COUNSEL

Scott Rauscher James J. Powers Loevy & Loevy Clark Baird Smith LLP 311 N. Aberdeen St., Third Floor 6133 N. River Road Chicago, IL 60607 Suite 1120 Rosemont, Illinois 60018

Class Counsel will file with the Court its request for attorneys’ fees and incentive awards on [two weeks before objection deadline], and it will post that request on https://www.loevy.com/marconi-v- city-joliet-class-action within one business day after it is filed with the Court.

18. What’s the difference between objecting and excluding myself from the Settlement?

By objecting, you are telling the Court that you do not like something about the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself from the Settlement Class is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

19. When will the Court decide whether the Settlement should be approved?

The Court will hold a Final Approval Hearing at [insert time] on [insert date] before the Honorable Raymond E. Rossi in Courtroom A201 of the Will County Courthouse Annex, Joliet, IL 60432. The purpose of the hearing is for the Court to determine whether the Settlement is fair, reasonable, and adequate, and in the best interests of the Class. At the hearing, the Court will hear any objections and arguments concerning the fairness of the proposed Settlement, including those related to the amount requested by Class Counsel for attorneys’ fees and expenses and the incentive award to the Class Representatives.

EXHIBIT 2

Note: The date and time of the Final Approval Hearing are subject to change by Court Order. Any changes will be posted at the settlement website, https://www.loevy.com/marconi-v-city-joliet-class- action, or through the Court’s online Case Lookup function, which may be searched at http://www.circuitclerkofwillcounty.com/Public-Access. 20. Do I have to come to the hearing?

No. Class Counsel will answer any questions the Court may have. But you are welcome to come to the hearing at your own expense. If you send an objection, you don’t have to come to Court to talk about it. As long as your written objection was filed or mailed on time and meets the other criteria described in the Settlement Agreement, the Court will consider it. You may also pay a lawyer to attend, but you don’t have to.

21. May I speak at the hearing?

Yes. If you do not exclude yourself from the Settlement Class, you may ask the Court for permission to speak at the hearing concerning any part of the proposed Settlement. If you filed an objection (see question 17 above) and intend to appear at the hearing, you must state your intention to do so in your objection.

GETTING MORE INFORMATION

22. Where can I get additional information?

This notice summarizes the proposed Settlement. For the precise terms and conditions of the Settlement, as well as other important documents filed in the case, please see the Settlement Agreement available at https://www.loevy.com/marconi-v-city-joliet-class-action, contact Class Counsel at (312) 243-5900, or request to obtain documents from the Court using the Court’s usual procedures for obtaining documents. You may also write to Class Counsel by sending a letter to:

City of Joliet Class Action c/o Scott Rauscher Loevy & Loevy 311 N. Aberdeen St., Third Floor Chicago, Illinois 60607

Please identify yourself and include a return address with your letter.

Dated: ___, 2018.

DO NOT CONTACT THE COURT DIRECTLY WITH QUESTIONS ABOUT THE SETTLEMENT. THE COURT WILL NOT RESPOND TO LETTERS OR TELEPHONE CALLS. IF YOU WISH TO ADDRESS THE COURT YOU MUST FILE AN APPROPRIATE PLEADING OR MOTION WITH THE CLERK OF THE CIRCUIT COURT OF WILL COUNTY IN ACCORDANCE WITH THE COURT’S USUAL PROCEDURES.

EXHIBIT 2 Andrea Lynn Chasteen Will County Circuit Clerk Twelfth Judicial Circuit Court Electronically Filed 10MR165 Filed Date: 4/20/2018 5:54 PM Envelope: 924092 Clerk: KA

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