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Case4:12-cv-00195-PJH Document79-3 Filed10/29/14 Pagel of 17

LAURENCE W. PARADIS (California Bar No. 122336) STUART SEABORN (California Bar No. 198590) MICHAEL S. NUNEZ (California Bar No. 280535) DISABILITY RIGHTS ADVOCATES 2001 Center Street, Fourth Floor Berkeley, California 94704-1204 Telephone: (510) 665-8644 Facsimile: (510) 665-8511 TTY: (510) 665-8716

JAY KOSLOFSKY (California Bar No. 97024) LAW OFFICES OF JAY KOSLOFSKY P.O. Box 9236 Berkeley, CA 94709 Telephone: (510) 280-5627 Fax: (510) 845-3707

Attorneys for Plaintiffs

Case No.: C12-00195 LB

DECLARATION OF WILLIAM F. ALDERMAN IN SUPPORT OF PLAINTIFFS' MOTION FOR REASONABLE ATTORNEYS' FEES AND COSTS

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

LIGHTHOUSE FOR THE BLIND AND VIS UALLY IMPAIRED, on behalf of itself and all others similarly situated, ANGELA GRIFFITH, on behalf of herself and all others si milarly situated, LISAMARIA MARTINEZ, on behalf of herself and all others similarly situated, JOSH SAUNDERS, on behalf of himself and all others similarly situated, SHANA RAY, on behalf of herself and all others similarly situated, and JENNIFER WESTBROOK, on behalf of herself and all others similarly situated,

Plaintiffs,

v.

REDBOX AUTOMATED RETAIL, LLC, AND SAVE MART SUPERMARKETS,,

Defendants.

Place: Courtroom 3- 3rd floor, 1301 Clay Street, Oakland, CA 94612

Judge: Hon. Phyllis J. Hamilton

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Case4:12-cv-00195-PJH Document79-3 Filed10/29/14 Page2 of 17

I, WILLIAM F. ALDERMAN, DECLARE:

1. I am an attorney at law duly licensed to practice before all courts of the State of

California. I am a partner in the San Francisco office of the law firm Orrick, Herrington &

Sutcliffe LLP ("Orrick"). I make this Declaration in support of Plaintiffs' Motion for

Reasonable Attorneys' Fees and Costs, filed concurrently herewith.

2. The facts stated herein are true as of my own knowledge. If called to testify, I

could and would competently testify thereto.

3. I am generally familiar with this litigation, a case in which Plaintiffs sought equal

access to the DVD, Blu-ray disk, and video game rental services available at Redbox's

interactive, touchscreen kiosks throughout California.

4. The results achieved in this settlement are significant. I understand that Redbox

has agreed to modify all of its video rental kiosks in California, over four thousand kiosks, by

adding tactile controls, standard headphone jacks, and text-to-speech output that will enable

blind individuals to independently operate the kiosks. In addition, I understand that Redbox is

required to modify its website Redbox.com to make it more accessible to blind individuals who

use screen reading technology, to operate a customer service line that will remotely assist blind

individuals with browsing, renting, and returning media from the kiosks, and to create a $1.2

million class damages fund. I understand that this settlement reflects over eighteen months of

comprehensive settlement negotiations. Plaintiffs now seek reasonable attorneys' fees and costs.

GENERAL BACKGROUND AND EXPERIENCE

5. I am a 1970 graduate of Yale Law School and have been a practicing lawyer for

over forty years. I joined Orrick in 1970, and have been a partner since 1978. Attached hereto

as Exhibit A is a true and correct copy of my current resume.

6. My practice focuses on business litigation and dispute resolution. I have

extensive experience in matters involving federal and state securities, corporate governance,

technology, trade secrets, business torts, and international disputes. I have published on

corporate issues like due diligence and risk disclosure, as well as broader issues such as motion

LIGHTHOUSE FOR THE BLIND AND VISUALLY IMPAIRED ET AL. V. REDBOX AUTOMATED RETAIL, LLC ET AL., Case No. 12-cv-00195 PJH DECLARATION OF WILLIAM F. ALDERMAN ISO PLAINTIFFS' MOTION FOR ATTORNEYS' FEES AND COSTS 1

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Case4:12-cv-00195-PJH Document79-3 Filed10/29/14 Page3 of 17

practice and fee arrangements. I have been a featured presenter at numerous conferences on

corporate securities and governance issues, and have given presentations or lectures at the Haas

Business School, University of California Davis Business School, Stanford Law School, and

University of California Berkeley School of Law, and Cal Poly Business School. I am also a

court-appointed evaluator, mediator and arbitrator for the United States District Court for the

Northern District of California.

7. I commit a substantial portion of my practice to pro bono activities. In 1996, the

Lawyers' Committee for Civil Rights of the San Francisco Bay Area honored me with the Robert

J. Sproul, Jr. Pro Bono Award, for my career-long commitment to pro bono work and leadership

in my firm on pro bono issues. My pro bono work has included such matters as governance and

fiduciary issues in non-profit corporations, human trafficking, Holocaust reparations,

discrimination and other civil rights issues, and disability rights cases involving such issues as

insurance discrimination and access to rail and bus transit and retail stores. My pro bono work

has embraced matters in California and federal trial and appellate courts, including the United

States Supreme Court and the California Supreme Court. Orrick attorneys regularly receive

accolades for pro bono representation of individuals, small businesses, non-profits, and

organizational clients.

8. Orrick, with its roots in San Francisco extending back 150 years, is a full-service

international law firm that covers a broad spectrum of litigation and transactional practices.

Orrick has 26 offices worldwide and employs over 1,000 attorneys in the United States, Europe,

Asia and Africa.

KNOWLEDGE OF PREVAILING BILLING RATES AND PRACTICES

9. I am familiar with hourly rates charged by attorneys handling complex cases such

as this one in the San Francisco Bay Area. I routinely read published data on the rates charged

by a broad variety of law firms. I am familiar with the rates charged by Orrick lawyers, both on

matters I directly supervise and otherwise. I co-authored the chapter entitled "Fee

Arrangements" in the treatise "Successful Partnering Between Inside and Outside Counsel,"

LIGHTHOUSE FOR THE BLIND AND VISUALLY IMPAIRED ET AL. V. REDBOX AUTOMATED RETAIL, LLC ET AL., Case No. 12-cv-00195 PJH DECLARATION OF WILLIAM F. ALDERMAN ISO PLAINTIFFS' MOTION FOR ATTORNEYS' FEES AND COSTS 2

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Case4:12-cv-00195-PJH Document79-3 Filed10/29/14 Page4 of 17

published by West Group and the American Corporate Counsel Association. In the course of

preparing an annual update for that chapter, I regularly review the billing practices of a wide

variety of U.S. law firms.

10. Because the majority of my business practice involves the defense of securities

class actions, I also regularly review fee applications in matters that are settled. As a result, I am

familiar with lodestar calculations in such matters and with multipliers awarded by the courts. In

keeping current with securities matters in which I am not directly involved, including in my role

as co-editor of the monthly "Securities Reform Act Litigation Reporter," I also regularly review

court opinions dealing with attorney fee requests and awards.

11. My own hourly rate charged to business clients in 2014 is $995 per hour. Based

on my familiarity with rates generally charged in the San Francisco Bay Area, I believe that my

hourly rate is comparable to, and in many cases lower than, the currently prevailing rates charged

by Bay Area attorneys of comparable skill, qualifications, experience, and reputation in matters

having a degree of complexity similar to the matters that I handle.

12 . The efforts described above have also given me a familiarity with the hourly rates

ch arged by Orrick and other Bay Area law firms for the services performed by paralegals (or

legal assistants) and summer associates (or interns, law clerks, and law students) on matters

having a degree of complexity comparable to this case.

RATES AND QUALIFICATIONS OF PLAINTIFFS' COUNSEL

13. I have reviewed the 2014 billing rates claimed by Class Counsel in this case.

These rates range from $845 to $350 for attorneys who graduated from law school between 1979

and 2011. These rates are well within the range of 2014 rates for attorneys in the San Francisco

Bay Area of comparable skill, qualifications, reputation, and experience who are paid hourly in

non-contingent cases. DRA also seeks compensation for work performed by paralegals and

summer associates, ranging from $255 to $270. These rates are also well within the range

charged to fee-paying clients by law firms in the Bay Area handling complex litigation in 2014.

LIGHTHOUSE FOR THE BLIND AND VISUALLY IMPAIRED ET AL. V. REDBOX AUTOMATED RETAIL, LLC ET AL., Case No. 12-cv-00195 PJH DECLARATION OF WILLIAM F. ALDERMAN ISO PLAINTIFFS' MOTION FOR ATTORNEYS' FEES AND COSTS 3

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Case4:12-cv-00195-PJH Document79-3 Filed10/29/14 Page5 of 17

14. I have personal knowledge of the work and reputation of Laurence Paradis and his

colleagues at DRA. I know Mr. Paradis to be one of the foremost experts in the country in the

area of disability rights. I have served as a co-counsel with DRA on several notable disability

rights cases, including Chabner v. United of Omaha Life Ins. Co., 994 F. Supp. 1185 (N.D. Cal.

1998), ajfd, 225 F. 3d 1042 (9th Cir, 2000), which firmly established the principle that insurance

companies must have a sound actuarial basis for charging non-standard premiums to people with

disabilities. I have also served on the DRA board of directors since 2006. In that capacity, 1

have received presentations regarding a number of DRA matters and have observed the high

level of competence and experience displayed by a number of the DRA lawyers who have

worked on this case.

I declare under penalty of perjury that the foregoing is true and correct, and that this

declaration was executed on October 24, 2014 at Washington, D.C.

LIGHTHOUSE FOR THE BLIND AND VISUALLY IMPAIRED ET AL. V. REDBOX AUTOMATED RETAIL, LLC ET AL,, Case No. 12-cv-001<>5 PJH DECLARATION OF WILLIAM F. ALDERMAN ISO PLAINTIFFS' MOTION FOR ATTORNEYS' FEES

William F. Alderman

AND COSTS 4