ebby s. bakhtiar (sbn: 215032) livingston • bakhtiar

EBBY S. BAKHTIAR (SBN: 215032) Livingston • Bakhtiar 3435 Wilshire Boulevard, Suite 1669 Los Angeles, California 90010 Tel: (213) 632-1550 Fax: (213) 632-3100

EV AN M. MEYERS (admitted pro hac vice) McGUIRE LAW, P.C. 55 West Wacker Drive, 9th Floor Chicago, IL 60601 Tel: (312) 893-7002 Fax: (312) 275-7895

Attorneys for Plaintiffs and Class Counsel

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SUPERIOR COURT OF CALIFORNIA COUNTY OF LOS ANGELES

CENTRAL JUDICIAL DISTRICT

12 EVELIA DA VILA and LARRY WADE individually and on behalf of all others

13 similarly situated,

Plaintiffs,

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ABM INDUSTRIES, INC.,

Defendant.

CASE NO.: BC 699176

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Date: June 22, 2021 Time: 10:00 a.m. Dept.: 14

Action Filed: March 22, 2018 Trial Date: None Set

24 This Memorandum is submitted in support of Plaintiffs' Unopposed Motion for Final

25 Approval of Class Action Settlement. The proposed settlement before this Court will dispose of

26 the action as to Defendant ABM INDUSTRIES, INC.

27 Ill

28 Ill

- i -MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS'

UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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I.

II.

III.

IV.

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VI.

TABLE OF CONTENTS

INTRODUCTION ... .. ...................... ...... ...... .... .. ......... ... .. .. ... ... ................ ............. ... ... .. .. .. . 1

PROCEDURAL HISTORY OF THE CASE ....... ... ...................... .. ............................... .... 2

ACTUAL SETTLEMENT VALUE .............................................. ............................. ........ 3 A. CLAIMANT COMPENSATION .......................................... ............ .. ................. .. 3 B. ATTORNEYS' FEES AND COSTS ..................................................................... ] C. CLASS REPRESENTATIVE ENHANCEMENTS ................... ...... ...... .. .. ........... ]

FINAL SETTLEMENT APPROVAL IS APPROPRIATE ............................... .............. .. 6

A. EACH OF THE RELEVANT CRITERIA SUPPORTS FINAL APPROVAL OF THE SETTLEMENT .......... 7

1 ............ THE SETTLEMENT WAS REACHED THROUGH ARM'S LENGTH NEGOTIATIONS .... .. ....... .......... ... .......................... ...... .. ...................... .. ... .. ... .. .... 8

2. THE SETTLEMENT PROVIDES SUBSTANTIAL NON-MONETARY RELIEF AND DIRECT BENEFITS TO THE SETTLEMENT CLASS MEMBERS ..................................................... ............. . .... . .......... . 9

3. THE CLAIMS RATE HERE SHOULD NOT BE A DETERMINATIVE FACTOR IN ASSESSING WHETHER FINAL APPROVAL IS APPROPRIATE ..... ... . ... ........ ... ........................ .... ... . ... .. ... ........... . 11

4. THERE WAS SUFFICIENT DISCLOSURE AND UNDERSTANDING OF THE STRENGTHS AND WEAKNESSES OF THE ACTION PRIOR TO ENTERING INTO THE SETTLEMENT ............................. ... ............... 12

5. THE COMPLEXITY, EXPENSE, AND LIKELY DURATION OF CONTINUED LITIGATION SUPPORTS FINAL APPROVAL. .............. 15

6. CLASS COUNSEL ARE EXPERIENCED AND ENDORSE THE SETTLEMENT ..................... 15

7. CLASS MEMBERS' POSITIVE REACTION TO THE SETTLEMENT FAVORS FINAL ............ ... ..... .. .. ............................................ .. .... .. .. .. ..... ... ..... ....... . APPROVAL .. ............................ ... ....... ....... ... . ................. . ... ...... 16

THE COURT SHOULD APPROVE THE REQUEST FOR ATTORNEYS' FEES, COSTS, AND INCENTIVE AW ARDS ................................................................... ...... 15

CONCLUSION ..... ...... .... ..... .............. .... ........ ...... .... ... .. .. ................................... .... .... ...... 17

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MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

TABLE OF AUTHORITIES

3 ST A TE CASES

4 Boeing Co. v. Van Gernert, 444 U.S. 472, 478 (1980) .............. ........ ... .... ..... ........ ..... ............... .. .. 9

5 Boyd v. Bechtel .orp., 485 F.Supp.610, 616-17 (N.D. al. 1979) .................. .. ... .... .... ..... ... 12, 15

6 Ceccone v. Equifax Info. Servs. LLC, (D.D.C. Aug. 29, 2016) ................ .. ... . ... . ..... . .... . .. 9

7 Dunk v. Ford Motor Company (1996) 48 Cal.App.4th 1794, 1801, 1802 ..... . .. . ... 1, 7, 8, 12, 14

8 Ellis v. Naval Air Rework Facility, 87 F.R.D.15, 18 (N.D Cal, 1980), affid, 661F.2d939 (9th

9 Circ.1981) ....... ..... .... .. ................ .. ..... ...................... ....... ...... .... ... .. ........................................ 12,15

10 Fisher Bros. v. Cambridge-Lee Industries, Inc. 630 F.Supp.482, 488 (E.D. Pa. 1985) ................ 6

11 Johansson-Dohrmann v. Cbr Sys., Inc., (S.D. Cal. July 24, 2013) No. 12-28 1115, 2013 WL

12 3864341 .......... . .. . .. .. ... . . . .. . ....... . ................. . .... . .... .... . . . .... . .... .... ..... . ........ . .. . .. .. 9

13 In re Mexico Money Transfer Litig., 164 F.Supp.2d 1002, 1021 (N.D. Ill. 2000) ..................... 16

14 Serrano v. Priest (1977) 20 Cal.3d 25 ......................................................................................................... 11

15 In Re TJ Max Companies Retail Sec. Breach Litigation, (D. Mass. 2 2008) 584 F.Supp.2d 395,

16 409-410 ... ... . ..... . .... .. . .... .. . . ........ . .. . ....... . .............. . . . .. . . .. ..... ........ ... ................. 9

17 In re Warner Communications Sec. Litig., 618 F.Supp. 735, 741 (S.D.N.Y 1985), affid., 198

18 F.2d 35 (2D Cir. 1986) .... .... ... ....... ......... ........... ....... ....... .................... .......... .... .. .... ................. ... 12

19 Officers for Justice v. Civil Service Com. 688 F.2d 615, 625, (9th Cir. 1982, cert. Denied (1983)

2 0 4 5 9 u. s. 121 7) ... ....... .... ... ... .. .. ... ... ............... .... ........... .... ..................... ............ .. .... .. .. .... .. .. .. .... 7' 15

21 Vincent v. Hughes Air West, Inc., 557 F.2d 759 (9th Cir. 1977) ..... .. ............ ....... .... .. .. .. ........................... 7

22 Young v. Katz (5th Cir. 1971) 447 F.2d 431,433 ... ...... . .... .. . ... .. .. ......... . ........ . .. .. .... 9

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25 CALIFORNIA ST ATE STATUTES

26 California Business & Professions Code § 17200 .... ... ... ..... ... ............. .... ... ... .... ..... ... ....... .... .... .. 1, 3

27 CCP§1781(f) . . . ..... . .... . ............... .. ... . . ..... . . . . . ... ........ .................................... .... 7

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FEDERAL STATUTES

2 Fed. R. Civ. P. 23(e) ................. .... .................. ... ... .......... .. .. .. ........ .. .............. ................................ 7

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- iv -MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS'


I. INTRODUCTION

2 Class Representatives Evelia Davila and Larry Wade ("Class Representatives" or

3 "Plaintiffs") respectfully request that the Court grant final approval of the Class Action

4 Settlement1 reached with Defendant ABM Industries Incorporated ("ABM" or "Defendant") to

5 settle this putative data breach class action that has been pending for over three years. (Plaintiffs

6 and Defendant are referred to collectively herein as the "Parties.")

7 The Settlement achieved by the Class Representatives and Class Counsel in this matter

8 has been met with approval by the Settlement Class Members. To date, after this Court

9 preliminarily approved the Settlement, and following the notice campaign consisting of direct

10 U.S. Mail notice to all Class Members, hundreds of Credit Monitoring Request Forms have

11 been submitted, and no opposition has been received. Most importantly, there have been no

12 objections and only a single exclusion request. Given the large number of "professional

13 objectors" who seek out class settlements and the regularity with which class settlements are

14 met with objection, the absence of any objections and only a single exclusion request -

15 particularly given the expansive scope of the notice campaign - is a testament to the fairness

16 and adequacy of this Settlement.

17 The lack of any negative reaction from the Class is unsurpnsmg given that the

18 Settlement is a very good result for the Class. The Settlement entitles Class Members to enroll

19 in either one or two years of credit monitoring, fraud consultation, and identity theft restoration

20 services in resolution of a highly risky and contested data breach class action. In addition, the

21 Settlement provides important and invaluable prospective relief in the form of significant

22 business practice changes made by ABM as a result of this litigation to enhance its technology

23 security to prevent future such breaches and to better protect Class Members' information. As

24 discussed below, the proposed Settlement satisfies all of the criteria for final settlement

25 approval under California law because it is fair, adequate, and reasonable. See Dunk v. Ford

26 Motor Company (1996) 48 Cal.App.4th 1794, 1801. Plaintiff respectfully requests that the

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28 1 Unless otherwise indicated, capitalized terms have the same meaning as those terms are used in the Modified Stipulation and Settlement Agreement ("Agreement"), which is attached as Exhibit I to the Proposed Preliminary Approval Order submitted to the Court on January 22, 2021.

-1-MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS'

MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Court grant final approval of the Settlement as being fair, adequate, and reasonable; approve

2 Plaintiffs' unopposed request for attorneys' fees, costs and Incentive Awards sought in the April

3 22, 2021 motion previously filed by Plaintiffs and Class Counsel; and enter judgment.

4 II. PROCEDURAL HISTORY

5 On March 22, 2018, Plaintiff Davila filed her putative class action against, among

6 others, ABM in the Superior Court of the State of California, County of Los Angeles, alleging

7 causes of action for negligence, violations of the California Unfair Competition Law,

8 constitutional invasion of privacy, negligence per se, and violations of California Civil Code §§

9 1798.80 et seq. On March 23, 2018, Plaintiff Wade filed his putative class action against ABM

1 o in the Circuit Court of Cook County, Illinois, alleging causes of action for violations of New

11 York General Business Law § § 349 et seq., breach of contract, breach of implied contract,

12 negligence, and violations of the Illinois Consumer Fraud and Deceptive Business Practices

13 Act. Both of these complaints were separately filed in response to an email phishing attack that

14 ABM knew about as of August 7, 2017 that allowed third parties to potentially access Plaintiffs'

15 and Class Members' personal information. In addition, ABM suffered a second data breach

16 between January 8, 2018 and August 7, 2018 that affected approximately 60,000 ABM

17 employees, including Plaintiff Wade.2

18 On April 25, 2018, the Wade Action was removed to the U.S. District Court for the

19 Northern District of Illinois, and on May 10, 2018, the Davila Action was removed to the U.S.

20 District Court for the Central District of California. On June 11, 2018, the Wade Action was

21 then transferred to the U.S. District Court for the Central District of California. Shortly

22 thereafter, on July 24, 2018, Plaintiffs filed their First Amended Consolidated Class Action

23 Complaint (the "Complaint"), pleading twelve separate counts.

24 On August 21, 2018, Defendant filed a Motion to Dismiss, asserting, among other

25 things, that Plaintiffs had not suffered any cognizable injury and, thus, lacked standing, and that

26 Plaintiffs had failed to state a claim under any of the twelve statutory and common law counts

27 asserted in the Complaint. The Motion Dismiss was then fully briefed. On September 27, 2018,

28 2 The 2017 and 2018 data breaches are collectively referred to as the "Phishing Incidents."



Plaintiffs filed a Motion to Remand to State Court, asserting that Defendant, as the removing

2 party invoking federal jurisdiction, had failed to satisfy its burden to establish subject matter

3 jurisdiction. The Motion to Remand sought to remand the cases back to their respective courts

4 of origin in Los Angeles County, California and Cook County, Illinois. Defendant filed an

5 opposition, and the Motion to Remand was subsequently fully briefed.

6 Given the substantial risks faced by all Parties in light of the pending motions and the

7 highly-contested litigation that would continue through judgment and appeals, and after

8 Plaintiffs propounded written discovery, the Parties decided to explore an amicable resolution.

9 To that end, counsel for the Parties attended a full-day mediation with Bruce A. Friedman, Esq.

10 of JAMS in Los Angeles, California that took place on April 18, 2019. After weeks of further

11 negotiations following the full-day mediation, the Parties eventually reached a settlement in

12 principle. Given the uncertainty as to whether the federal District Court had Article III

13 jurisdiction over the claims at issue - and in light of Plaintiffs' pending Motion to Remand - on

14 May 9, 2019, the Parties filed a Stipulation to Remand the Action to the Superior Court of the

15 State of California, County of Los Angeles. This matter was formally remanded to this Court on

16 May 10, 2019, and the Parties continued to expend significant further efforts over the course of

17 several weeks negotiating specific terms of the Settlement, including the scope of release and

18 the form and content of the notice documents. Eventually, the Parties agreed upon and executed

19 a final Settlement Agreement, which the Court preliminarily approved on January 27, 2021.

20 Direct notice of the Settlement was sent to the Settlement Class Members on March 8, 2021.

21 The deadline to submit a Credit Monitoring Request Form is June 7, 2021. The objection and

22 exclusion deadline was May 7, 2021; no objections were filed or submitted, and only one

23 exclusion request was made. Plaintiffs now seek final approval of the Settlement.

24 III. THE SETTLEMENT TffiRMS AND BENEFITS

25 The terms of the Settlement already preliminarily approved by the Court are contained in

26 the Settlement Agreement and are briefly summarized below:

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A. The Settlement Class

The Settlement establishes a Settlement Class defined as follows:



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"All individuals notified by ABM of either the July 2017 Phishing Incident or

the June 2018 Phishing Incident and previously offered credit monitoring

services as a result of the Phishing Incident(s)."

Credit Monitoring, Fraud Consultation, and Identity Theft Restoration Services

6 Under the Settlement, all Class Members who were previously notified by ABM of only

7 one of the two Phishing Incidents are able to obtain an additional one year of credit monitoring,

8 fraud consultation, and identity theft restoration services provided by Kroll Information

9 Assurance, LLC and paid for by ABM, and all Class members who were notified by ABM of

10 both Phishing Incidents are able to obtain two years of such services paid for by ABM.

11 The services being provided are not just typical, generic credit monitoring. Rather, Class

12 Members are able to enroll in a service that not only monitors their credit, but also entitles them

13 to protection and assistance should they experience actual or suspected fraud and identity theft.

14 Specifically, the services being provided by Kroll to Class Members will include: (1) alerts

15 when a new line of credit is applied to in the individual's name; (2) fraud consultation, which

16 provides unlimited access to consultation with fraud specialists; and (3) identity theft

17 restoration, which provides access to a dedicated investigator who works to uncover the scope

18 of the identity theft and resolve it. Under the services provided by Kroll, if Class Members are

19 subsequently subjected to or were subjected to any type of fraud or identity theft, they will have

20 access to the professionals in credit repair at Kroll, who will help them mitigate the effects of

21 identity theft, restore their credit by having fraudulent charges reversed, and other such

22 measures to deal with the time-consuming and onerous consequences of identity theft. The

23 services provided pursuant to this Settlement have significant value in that an identity-theft

24 victim would otherwise have to spend substantial time and resources - including hiring a

25 company or service - to reverse charges, investigate suspicious charges, make calls, etc. As

26 discussed below, these meaningful and important services have a commercial value of no less

27 than $10 per month and should be considered a settlement benefit here.

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C. Prospective Relief and Structural Changes

2 In addition to the credit monitoring, fraud consultation, and identity theft restoration

3 services outlined above, the Class Members will greatly benefit from the significant systematic

4 changes that ABM has implemented as part of this Settlement. The Declaration of Tom Morley,

5 ABM's Senior Director of IT Engineering, Operations, and Cybersecurity (attached as Exhibit

6 D to Plaintiffs' November 24, 2020 Supplemental Memorandum in Support of Preliminary

7 Approval), sets out in detail what steps ABM has taken to prevent future data breaches and

8 incidents of email phishing. The Morley Declaration sets forth seventeen (17) specific steps that

9 ABM has taken, including, among many other things, the completion of two security

10 assessments, proactive login monitoring, the use of additional security at network endpoints, the

11 use of advanced malware and analytics technology, engaging third-party vendors to actively

12 monitor and respond to cyber threats, and company-wide training. (Morley Deel., ~ 4). Mr.

13 Morley explains that ABM has spent more than $1 million "in improving protection, detection,

14 and remediation technologies and services." (Morley Deel., ~ 5).

15 The Parties contend that the value to the Class Members of these business practice

16 changes is materially significant, as such steps should help reduce the risk of future data

17 breaches and the resulting risk of identity theft to the Settlement Class members, as well as

18 other current and future employees. Accordingly, this Court should consider as a benefit to the

19 Class not just the credit monitoring, fraud consultation, and identity theft restoration services

20 being provided by Kroll as part of this Settlement, but also the value and importance of these

21 business practices changes that will help protect the Class Members from future data breaches.

22 D. Notice and Settlement Administration

23 Pursuant to the Notice Plan set fmth in the Settlement Agreement and approved by the

24 Court in the Preliminary Approval Order, direct notice in the form of Exhibits A-B to the

25 Settlement Agreement were sent by U.S. Mail to the Settlement Class Members, which resulted

26 in over 87% of the Class receiving direct notice. (Declaration of Settlement Administrator H.

27 Jacob Hack, attached hereto as Exhibit 1 ~~ 4-6). Pursuant to the Settlement Agreement, a

28 Settlement Website was also established and has been active since February 26, 2021, and



which included downloadable case documents, including the Settlement Agreement, the Credit

2 Monitoring Request Form, the Complaint, the Preliminary Approval Order, and Plaintiffs'

3 Motion for Attorneys' Fees, Costs, and Class Representative Awards. The Settlement Website

4 also provides instructions and deadlines for filing objections and opt out requests and also

5 permits Class Members to conveniently submit Credit Monitoring Request Forms

6 electronically. (Id., if 9; Declaration of Evan M. Meyers, attached hereto as Exhibit 2, if 12).

7 E. Exclusion and Objection Procedure

8 Settlement Class Members have had an opportunity to exclude themselves from the

9 Settlement or object to its approval. The procedures and deadlines for filing exclusion requests

10 and objections were identified in the Notice directly sent to Class Members, as well as on the

11 Settlement Website. The Notices informed Class Members that the Final Approval Hearing

12 would be their opportunity to appear and have their objections heard. The Notices also informed

13 Settlement Class Members that they would be bound by the Release contained in the Settlement

14 Agreement unless they timely exercised their right to exclusion. The deadline for Class

15 Members to file objections or to exclude themselves was May 7, 2021. No objections were filed

16 or otherwise made known to the Settlement Administrator or Class Counsel, and only one

17 individual elected exclusion from the Settlement. (Hack Deel., iii! 12-13; Meyers Deel. if 13 ).

18 F. Release

19 In exchange for the relief described above, the Settlement Class Members who did not

20 exclude themselves are providing Defendant and its affiliated entities and other Releasees a full

21 release of all claims arising out of, related to, or connected with the claims asserted in the

22 Complaint, more specifically set forth in the Settlement Agreement. (Agreement, iii! 24-26).

23 IV. FINAL APPROVAL OF THE SETTLEMENT IS APPROPRIATE

24 On January 27, 2021, the Court granted Preliminary Approval of this Settlement,

25 conditionally certified the Class for settlement purposes only, approved the Notice and related

26 forms, appointed the Class Representatives, designated Class Counsel, appointed KCC as the

27 Claims Administrator, and set timelines for the claims and settlement procedure, including the

28 Final Approval Hearing scheduled for June 22, 2021. Plaintiffs assert, with no opposition from



Defendant or any Settlement Class Members, that the entry of final approval of this Settlement

2 is appropriate.

3 Pursuant to both state and federal rules of civil procedure, "a class action shall not be

4 dismissed or compromised without the approval of the Court, and notice of the proposed

5 dismissal or compromise shall be given to all members of the Class in such manner as the Court

6 directs ... " CCP §1781(f); Fed. R. Civ. P. 23(e). In deciding whether to grant final approval to

7 a proposed class action settlement under CCP §382, the Court's overriding concern is whether

8 the proposed settlement is "fair, adequate, and reasonable." Dunk, supra, 48 Cal.App.4th at

9 1801 (quoting Officers for Justice v. Civil Service Com. 688 F.2d 615, 625, (9th Cir. 1982),

10 cert. denied (1983) 459 U.S. 1217).

11 In practical terms, the settlement of a class action follows three parts: (1) Preliminary

12 approval of the proposed settlement; (2) Notice to Class Members, and (3) a Final Approval

13 hearing or "Fairness Hearing" at which evidence and argument may be heard on the fairness,

14 adequacy and reasonableness of the settlement. The Court has given preliminary approval of the

15 settlement, Notice has been sent to all Class Members, and the claims procedure has been

16 completed.

17 A. Each of the Relevant Criteria Supports Final Approval of the Settlement

18 In deciding whether to grant final approval to a class action settlement, California courts

19 consider several factors, including: (1) whether the settlement was reached through arm's-length

20 negotiations; (2) the value of the settlement; (3) the strengths and weaknesses of the claims at

21 issue in the litigation, including whether there was disclosure of documents and data

22 demonstrating the strengths and weaknesses prior to the settlement; ( 4) the complexity, expense,

23 and likely duration of the litigation in the absence of settlement; ( 5) the experience and views of

24 class counsel; and (6) the reaction of class members. See Wershba, supra, 91 Cal.App.4th at

25 244-45; Dunk, supra, 48 Cal.App.4th at 1801. This list is not exhaustive and should be tailored

26 to each case. Due regard should be given to what is otherwise a private consensual agreement

27 between the parties. Dunk, supra, 48 Cal.App.4th at 1801. As described below, each of these

28 criteria support final approval of the Settlement.



1. The Settlement was reached through arm's-length negotiations.

2 The Settlement was reached only following extensive negotiations during the course of a

3 full-day mediation before an experienced and independent mediator, Bruce A. Friedman, Esq.

4 of JAMS, and substantial further negotiations over many months thereafter. Indeed, given the

5 continued negotiations following the April 2019 mediation, the Settlement Agreement was not

6 executed until November 2019. The Settlement negotiations were at arm's length, and although

7 conducted in a professional manner, were contentious and highly adversarial. The Parties went

8 into mediation willing to explore the potential for a settlement of the dispute, but each side was

9 also prepared to litigate its position through trial and appeal if a settlement had not been

10 reached. The Settlement was reached only after Class Counsel and the Class Representatives

11 had already heavily litigated this matter for over a year, including extensive pre-litigation

12 investigation and extensive review of voluminous pages of documents produced by Defendant,

13 as well as full briefing on multiple motions.

14 The settlement benefits ultimately agreed upon were of course at the crux of the Parties'

15 mediation efforts and were the product of hard-fought negotiations. In negotiating the

16 settlement benefits Plaintiffs took into account the risks that the class would not be certified;

17 risks related to proof of the claims and Defendant's standing arguments; and the strengths and

18 weaknesses of Defendant's other defenses, as set forth in detail in Defendant's fully briefed

19 Motion to Dismiss. Plaintiffs also took into account the possibility that, if a settlement were

20 reached only after additional years of litigation, the great expenses and attorneys' fees incurred

21 would reduce the amount of funds available to Plaintiffs and the Class for settlement.

22 Furthermore, Plaintiffs also took into consideration the time delay and financial repercussions

23 of trial and the possibility of an appeal by Defendant.

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2. The Settlement provides substantial non-monetary relief and direct benefits to the Settlement Class Members.

Courts have long held that the value conferred on class members by non-monetary relief

should be considered in assessing the results obtained for the class in a class action settlement.

See, e.g., Staton v. Boeing Co., (9th Cir. 2003) 327 F.3d 938, 974 ("[W]here the value to



1 individual class members of benefits deriving from injunctive relief can be accurately

2 ascertained ... courts [may] include such relief as part of the value of a common fund for

3 purposes of applying the percentage method of determining fees"). In assessing the benefit of

4 non-monetary relief, courts consider the value of such relief to the class, not merely the cost of

5 such relief to the defendant or the actual amount ultimately claimed. Young v. Polo Retail, LLC,

6 (N.D. Cal. Mar. 28, 2007) No. C-02-4547-VRW, 2007 WL 951821, *5-*6 (citing Williams v.

7 MGM-Pathe Commc'ns Co., (9th Cir. 1997) 129 F.3d 1026 ("district court abused its discretion

8 in basing attorney fee award on actual distribution to class").

9 As discussed in Section III(C), above, the Class Members will greatly benefit from the

10 significant systematic changes that ABM has implemented as part of this Settlement. ABM has

11 identified 17 specific steps that have been taken since the Phishing Incidents - at a cost of over

12 $1 million - to enhance its network security and for "improving protection, detection, and

13 remediation technologies and services." (Morley Deel., if 5). The Parties contend that the value

14 of these business practice changes, though hard to ascertain with a specific dollar amount, has

15 substantial value to the Settlement Class members, as such steps should help reduce the risk of

16 future data breaches and the resulting risk of identity theft to the Settlement Class members, as

17 well as other current and future employees.

18 Additionally, in data breach class action cases such as this, courts should consider the

19 value of credit monitoring and identity theft protection when assessing the settlement's value to

20 the class. See, e.g., Johansson-Dohrmann v. Cbr Sys., Inc., (S.D. Cal. July 24, 2013) No. 12-

21 1115, 2013 WL 3864341, *2, *9; Ceccone v. Equifax Info. Servs. LLC, (D.D.C. Aug. 29, 2016)

22 2016 WL 5107202, at *2, * 11; In Re TJ Max Companies Retail Sec. Breach Litigation, (D.

23 Mass. 2008) 584 F .Supp.2d 395, 409-410.

24 Here, Kroll is a well-known commercial provider of data breach mitigation services to

25 companies. As such, the credit monitoring, fraud prevention, and identity theft restoration

26 services being provided by Kroll and being made available to Settlement Class Members are not

27 directly sold by Kroll to consumers on the retail market. (Meyers Deel., if 14). While credit

28 monitoring-related services sold directly to consumers (e.g., through companies such as

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MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Experian and TransUnion) vary in what services are provided, a review of available consumer

2 products - many of which are far less impressive and valuable than was is being provided by

3 Kroll here - reveals that such credit monitoring products typically cost from $10 to $25 per

4 month. (Id., ~~ 14-15). The robust credit monitoring, fraud consultation, and identity theft

5 restoration services being made available to the Class Members through this Settlement can

6 very conservatively be valued at no less than $10 per month, or $120 per year for those

7 receiving one year of such services, and $240 for those receiving two years of services. (Id.).

8 To apply the most conservative analysis possible, even if all of the Class Members were

9 only entitled to a single year of Kroll's services, and even if the value of the services is

10 considered at the very low end of commercially-available products (i.e., $10 per month), the

11 Class Members are eligible to receive benefits from the Settlement worth at least $120. Given

12 that there are approximately 143,000 Class Members, the Settlement thus provides that ABM

13 will pay for benefits conservatively valued at approximately $17,000,000.00 (and actually a lot

14 more, since thousands of Class Members are entitled to two years of credit monitoring, with a

15 value of over $240).

16 Supporting the fact that the Settlement provided significant and valuable benefits to the

17 Class Members is the fact that out of over 143,000 Class only a single exclusion request was

18 received and nobody objected to the Settlement or even informally communicated to Class

19 Counsel that they thought the Settlement was deficient or inappropriate or problematic in any

20 way. (Hack Deel.,~ 13; Meyers Deel.,~~ 13, 17). Indeed, if any Class Members believed that

21 the benefits being made available were insufficient - perhaps because they suffered actual fraud

22 and/or wanted to sue ABM separately for the Phishing Incidents at issue - then there would

23 have been numerous exclusion requests, particularly among co-employees who could have

24 discussed the litigation and the Settlement. But there was only a single exclusion, which is

25 almost unheard of with a class of this size. That fact is testament to the Class Members' positive

26 reaction to the Settlement and the Class Members' view that the Settlement is reasonable and

27 sufficient.

28 ///



In short, the meaningful benefits made available to the Settlement Class Members,

2 coupled with Defendant's significant and expensive business practice changes designed to

3 protect Class Members' privacy and security going forward and the lack of any opposition from

4 the 143,000 Class Members, demonstrates that this Settlement meets or exceeds the applicable

5 standards of fairness. Therefore, given the benefits provided by the Settlement, and the

6 significant risk of not obtaining any recovery whatsoever if litigation were to proceed, the Court

7 should find that this factor is satisfied here.

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3. The claims rate here should not be a determinative factor in assessing whether final approval is appropriate.

While there has been a modest number of Credit Monitoring Request Forms submitted

thus far, the actual claims rate following robust notice efforts is not a factor that should

negatively influence whether final approval is granted here. First, it is well established that the

value of the Settlement should be based on the benefits that were made available, not on the

benefits actually claimed. Serrano v. Priest (1977) 20 Cal.3d 25, 34; Boeing Co. v. Van Gernert,

444 U.S. 472, 478 (1980); Vincent v. Hughes Air West, Inc. 557 F.2d 759, 769 (9th Cir. 1977).

While Plaintiffs were fully expecting a higher level of participation among Class

Members, claims rates in data breach cases and consumer class actions generally are typically

quite low, and it is simply a fact that the Settlement made these valuable benefits available to

Class Members regardless of whether they chose to enroll in the credit monitoring, fraud

protection, and identify theft restoration services being provided. Second, while some

settlements produce low claims rates because of insufficient notice to the class (or, in many

cases, where there is solely publication notice and no direct notice at all), the notice plan in this

case was robust. Direct notice was sent by U.S. Mail to the Settlement Class Members and the

Settlement Website provided all relevant information, options, and deadlines. (Hack Deel.,~~ 5-

10). Thus, the actual claims rate in this settlement is not due to any defect in the Settlement or

Class Counsel's efforts to distribute the Settlement benefits to as many Class Members as

possible.

Ill



Third, the lower claims rate in this case is most likely the result of a lack of direct harm

2 suffered by the Class Members rather than any insufficiency in the Settlement. As explained in

3 the Supplemental Memorandum in Support of Plaintiffs' Motion for Preliminary Approval,

4 Defendant was not aware of more than a single Class Member who claims to have been the

5 victim of fraud resulting from the Phishing Incidents. Thus, it is likely that Class Members

6 considered the credit monitoring, fraud prevention, and identity theft restoration services being

7 offered as "prophylactic" in nature and not as a "cure" to a greater problem that they had not yet

8 incurred and likely never will. As a result, the fact that people did not feel the need to take

9 advantage of the benefits being made available to them is a reflection, if anything, of the lack of

10 actual fraud that anyone suffered, as opposed to a reflection on the quality of benefits being

11 offered.

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4. There was sufficient disclosure and understanding of the strengths and weaknesses of the Action prior to entering into the Settlement.

15 The next factor the Court may consider is whether the Parties were sufficiently aware of

16 the strengths and weaknesses of the Action - and whether sufficient documents and information

17 were disclosed in order to make such an assessment - prior to the Parties settling the case. See

18 Dunk, supra 48 Cal.App.4th at 1801.

19 Likewise, the stage of the proceedings and the amount of discovery completed is a factor

20 which the Courts consider in determining the fairness, reasonableness, and adequacy of a

21 settlement. In re Warner Communications Sec. Litig., 618 F.Supp.735, 741 (S.D.N.Y. 1985),

22 affid., 198 F.2d 35 (2d Cir. 1986); Ellis v. Naval Air Rework Facility, 87 F.R.D.15, 18 (N.D

23 Cal, 1980), affd., 661 F.2d 939 (9th Cir. 1981); Boyd v. Bechtel Corp., 485 F.Supp.610, 616-

24 17 (N.D. Cal. 1979). In this case, the litigation reached a stage where "the parties certainly have

25 a clear view of the strengths and weaknesses of their cases." Warner, supra, 618 F.Supp. at 745;

26 Ellis, supra, 87 F.R.D. at 18; Boyd, supra, 485 F.Supp. at 616-17.

27 Here, Class Counsel entered into settlement negotiations only after significant pre-suit

28 investigation and factual and legal research, full briefing on Defendant's comprehensive Motion



to Dismiss, full briefing on Plaintiffs' Motion to Remand to State Court, the production of

2 hundreds of pages of documents, and the additional exchange of informal discovery. In short,

3 Plaintiffs conducted sufficient investigation and discovery on the merits of the case and on the

4 fairness of the settlement. Had the Parties not reached a settlement, this case would have

5 proceeded to dispositive motions and/or class certification, with the Parties being required to

6 expend substantial resources to go forward with their respective claims and defenses while

7 facing a significant risk regarding any decision on the merits of the case and whether a class

8 should be certified. This entire process, with uncertain results and high risk to all involved,

9 would likely take years to complete. Thus, the Patties negotiated the proposed Settlement with

10 ample knowledge of the strengths and weaknesses of this case, the benefits necessary to

11 compensate Class Members for their estimated damages, and the business practice changes that

12 would minimize the risk of future such data breaches.

13 Furthermore, although the Settlement did not provide for money damages to the Class

14 Members, Class Counsel's extensive investigation into the case demonstrated that there was no

15 present evidence of fraud attributable to the data breaches at issue such that future credit

16 monitoring, fraud prevention, and identity theft restoration services were the prefen-able and

17 relevant benefits to offer to the Class Members. Indeed, as set forth in the Declaration of Louise

18 Bairnsfather, a Director in Kroll's Identity Theft & Breach Notification group (attached as

19 Exhibit B to the Supplemental Memorandum in Support of Plaintiffs' Motion for Preliminary

20 Approval), ABM initially hired Kroll to perform credit monitoring, fraud consultation, and

21 identity theft restoration services as part of its initial incident response to these Data Attacks,

22 and based on Kroll's rep01ts, only one individual used Kroll's fraud consultation services.

23 (Bairnsfather Deel., ~~ 1-5.) Moreover, that one opened consultation case was ultimately

24 resolved. (Id. at~ 6.) Thus, this litigation does not present a situation where there is a currently-

25 known need for a monetary component to make Settlement Class members whole for out-of-

26 pocket expenses that has already been incurred. Accordingly, as set forth above, to the extent

27 any Settlement Class members who enroll in credit monitoring become aware of any such fraud

28 in the future, the Settlement benefits will provide the necessary services and resources that can



mitigate any such resulting damage. And, to the extent that any Settlement Class member

2 believes that he or she has suffered any fraud or out-of-pocket losses as a result of the Phishing

3 Incidents, they were entitled to exclude themselves from this Settlement and proceed with any

4 separate individual litigation against ABM. Only one person elected that option, which supports

5 ABM's and Plaintiffs' current understanding that no Settlement Class Member has incurred any

6 unresolved fraud related to the Phishing Incidents and that credit monitoring, fraud prevention,

7 and identity theft restoration services were the best benefits to provide Class Members under the

8 circumstances.

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5. The complexity, expense, and likely duration of continued litigation supports.final approval.

11 A fourth factor considered by courts in determining whether a settlement warrants final

12 approval is the complexity, expense, and likely duration of the litigation in the absence of

13 settlement. See Dunk, supra, 48 Cal App. 4th at 1801; Officers for Justice v. Civil Service

14 Corn'n of City and County of San Francisco (9th Cir. 1982) 688 F.2d 615, 625. In applying this

15 factor, a court should weigh the benefits of the settlement against the expense and delay

16 involved in achieving an equivalent or more favorable result at trial. See Young v. Katz (5th

17 Cir.1971)447F.2d431,433.

18 As discussed above, further litigating this matter would have involved - and already did

19 involve - significant expense and prolonged discovery. Any decision on the merits favorable to

20 Defendant would likely be appealed by Plaintiffs and vice versa, further delaying any final

21 resolution of the matter and significantly increasing expenses for the Parties. And even if

22 Plaintiffs were to ultimately succeed in defeating any dispositive motions brought by Defendant

23 - including on the issue of whether Plaintiffs lacked standing, or that Plaintiffs had failed to

24 state a claim under any of the twelve statutory and common law counts asserted in the

25 Complaint - they would still have to prevail on their motion for class certification. Any such

26 motion for class certification would not only be heavily contested, but would also require

27 additional, extensive discovery efforts by the Parties. The Settlement also avoids a lengthy trial

28 or trials that likely would have involved testimony by numerous witnesses and experts.



Given the complexity of the claims at issue and the scope of the Class, and the

2 significant expenses that would result from having this case proceed with class discovery,

3 expert discovery, dispositive motion briefing, adverse class certification, trial, and any potential

4 appeals, this factor heavily favors granting final approval. In contrast to how long litigation

5 would take (and already has taken), final approval will permit the Settlement Class Members to

6 promptly receive their benefits and allow the Parties to avoid any further expenses and reach a

7 final resolution of their dispute.

8 6. Class Counsel are experienced and endorse the Settlement.

9 Experienced counsel, operating at arm's length, have weighed all of the foregoing

1 o factors and endorse the proposed Settlement. As courts have explained, the view of the

11 attorneys actively conducting the litigation, is "entitled to significant weight." Fisher Bros. v.

12 Cambridge-Lee Industries, Inc., 630 F.Supp.482, 488 (E.D. Pa. 1985); see also Ellis, supra, 87

13 F.R.D. at 18; Boyd, supra, 485 F.Supp. at 616-17.

14 Class Counsel have experience in consumer class actions and employment litigation,

15 including data breach class actions. (Meyers Deel., ~~ 5-7). Class Counsel are experienced and

16 qualified to evaluate the Class claims and viability of the defenses. (Id.) Moreover, this is not a

17 situation where Class Counsel's opinion could be considered remotely colored by the attorneys'

18 fees being sought; on the contrary, and as set forth in Plaintiffs' Motion for Attorneys' Fees,

19 Class Counsel are seeking a modest fee award that is significantly less than the lodestar they

20 have already expended in this 3+ year litigation. Rather, Class Counsel endorse this Settlement

21 because, after significant motion practice and discovery, and after extended arm's-length

22 negotiations, Class Counsel believe that the benefits being made available to the Settlement

23 Class are fair, reasonable, and adequate-particularly considering the lack of documented fraud

24 attributable to this data breach, the risks inherent in litigation and the defenses asserted by

25 Defendant, and the significant value of the benefits and business practice changes being

26 provided. (Id., ~~ 16-17). This settlement is in the best interests of the Class and should be

27 finally approved.

28 Ill



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7. Class Members' positive reaction to the Settlement favors final approval.

Finally, courts look at the reaction of class members to determine if a settlement that

directly affects their interests should be approved as fair, adequate, and reasonable. In this

action, the Court should construe the non-opposition to the Settlement as a strong indication of

Class Members' support for the Settlement as fair, adequate, and reasonable. As discussed

above, out of over 143,000 Class Members, no Class Members filed an objection, and there was

only one exclusion request submitted. This is testament to the Class Members' positive reaction

to the Settlement and the Class Members' view that the Settlement is reasonable and sufficient.

See In re Mexico Money Transfer Litig., 164 F.Supp.2d 1002, 1021 (N.D. Ill. 2000) (granting

final approval of settlements and finding the fact that "99.9% of class members have neither

opted out nor filed objections to the proposed settlements ... is strong circumstantial evidence

in favor of the settlements"). This is especially true given the frequency with which

"professional objectors" seek out such settlements and file generic objections even where there

is no legitimate basis. See also In re Initial Pub. Offering Sec. Litig., 728 F. Supp. 2d 289, 295

n.37 (S.D.N.Y. 2010) (collecting authorities and noting that "[r]epeat objectors to class action

settlements can make a living simply by filing frivolous appeals and thereby slowing down the

execution of settlements" and that "courts are increasingly weary of professional objectors:

some of [which are] obviously canned objections filed by professional objectors") (internal

citations omitted).

v. THE COURT SHOULD APPROVE THE REQUEST FOR ATTORNEYS' FEES, COSTS, AND INCENTIVE AWARDS

22 Because no objections were filed in opposition to Class Counsel's April 22, 2021

23 Motion for Approval of Attorneys' Fees, Costs, and Class Representative Awards, and because

24 all factors favor granting final approval of the Settlement, the Court should also approve an

25 award of attorneys' fees and expenses to Class Counsel in the requested amount and the

26 Incentive Awards requested by Plaintiffs.

27 Ill

28 Ill



The direct notice sent to the Settlement Class Members, as well as the detailed Long

2 Form Notice posted to the Settlement Website, informed the Settlement Class Members of the

3 amount of attorneys' fees and the Incentive Awards that Class Counsel and the Class

4 Representatives would seek. Further, consistent with the Preliminary Approval Order, the

5 Motion for Attorneys' Fees was filed on April 22, 2021, a full fifteen (15) days before the May

6 7, 2021 deadline for objections and exclusion requests. Accordingly, the Settlement Class

7 Members had ample opportunity to consider the merits of the Motion for Attorneys' Fees.

8 However, no objections to the Motion for Attorneys' Fees were brought, and no Settlement

9 Class Members have even informally expressed any dissatisfaction with the fees, expenses or

10 Incentive Awards sought by Class Counsel and the Class Representatives. (Meyers Deel., ~~ 12-

11 13, 17). The lack of any opposition is unsurprising, since, as discussed above, Class Counsel's

12 fees are reasonable in light of the meaningful benefits provided by the Settlement.

13 For the reasons stated in the Motion for Attorneys' Fees, and because no Settlement

14 Class Member has voiced any opposition or objection to the attorneys' fees and Incentive

15 Awards sought, Plaintiffs and Class Counsel respectfully request that in finally approving this

16 Settlement, the Court also approve the requested Incentive Awards and attorneys' fees and costs

17 sought in Plaintiffs' Motion for Attorneys' Fees.

18 VI. CONCLUSION

19 For the reasons stated above and in Plaintiffs Motion for Approval of Attorneys' Fees,

20 Costs and Class Representative Awards, Plaintiffs Evelia Davila and Larry Wade respectfully

21 request that this Court enter an Order granting final approval of this Settlement and approving

22 Plaintiffs' request for attorneys' fees, costs, and Incentive Awards. A proposed Final Approval

23 Order with an attached list of the individual who requested to be excluded from the Settlement

24 is attached hereto.

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Dated: June 2, 2021

-18-

Respectfully Submitted, LIVINGSTON • BAKHTIAR

---4' ':[, lA-:- ~ FRANCIS J. FLYNN, ESQ., ATTORNEY FOR PLAINTIFFS, EVELIA DA VILA & LARR WADE

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

EXHIBIT''l''

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SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES

EVELIA DA VILA and LARRY WADE, individually_ and on behalf of similarly situated individuals,

Plaintiffs,

v.

ABM INDUSTRIES IN CORPORA TED, a Delaware Corporation,

Defendant.

Case No. BC699176

DECLARATION OF H. JACOB HACK RE: NOTICE PROCEDURES


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I, H. Jacob Hack declare and state as follows:

1. I am a Senior Project Manager with KCC Class Action Services, LLC

("KCC"), located at 462 S. 4th Street, Louisville, KY 40202. KCC was

appointed as the Settlement Administrator in this matter and is not party to this

action. I have personal knowledge of the matters stated herein and, if called

upon, could and would testify thereto.

KCC BACKGROUND AND EXPERIENCE

2. KCC is a leading class action administration firm that provides comprehensive

class action services, including claims administration, legal notification, email

and postal mailing campaign implementation, website design, call center

support, class member data management, check and voucher disbursements,

tax reporting, settlement fund escrow and reporting, and other related services

critical to the effective administration of class action settlements. With more

than thirty years of industry experience, KCC has developed efficient, secure

and cost-effective methods to properly handle the voluminous data and

mailings associated with the noticing, claims processing, and disbursement

requirements of these matters to ensure the orderly and fair treatment of class

members and all parties in interest.

3. KCC has served as the administrator across a wide range of practice types,

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including securities, antitrust, consumer, employment, and government, and

our administrative work has included some of the largest and most complex

private settlements, with individual cases that required direct notice to more

than 25 million people and single case distributions of more than $7 billion.

CLASS LIST

4. On or around February 10, 2021 KCC received two excel files containing

173,968 records with names, mailing addresses and other customer

information of potential members of the settlement class. KCC reviewed the

data to determine which class members qualified for one year or two years of

credit monitoring per the terms of the Settlement Agreement. KCC formatted

the list for mailing purposes, removed 30,592 duplicative records, and

processed the names and addresses through the National Change of Address

Database ("NCOA") to update any addresses on file with the United States

Postal Service ("USPS"). KCC updated its proprietary database with the list.

The total number of class members eligible for one year of credit monitoring

was 137,522, and 5,845 class members were eligible for two years of credit

monitoring. The total class size is 143,376.

MAILING OF THE NOTICE

5. On March 8, 2021, KCC caused the Notice to be sent to the 137,522 class

members eligible for one year of credit monitoring and Notice to be mailed to

the 5,845 eligible for two years of credit monitoring. Both Notices sent by

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KCC to potential class members were those approved by the Court in this

matter. A true and correct copy of the Notices are attached hereto as Exhibit A

and B, respectively.

6. Since mailing the Notices to the potential class members, KCC has received

23,229 Notices returned by the USPS with undeliverable addresses. Through

credit bureau and/or other public source databases, KCC performed address

searches for these undeliverable Notices and was able to find updated

addresses for 4,482 eligible class members. KCC promptly re-mailed Notices

to the found new addresses.

7. All deadlines relevant to sending Notice have been met by KCC.

8. KCC has sent Notice to potential class members in accordance with the

Settlement Agreement and the Order of this Court.

SETTLEMENT WEBSITE

9. On or about February 26, 2021, KCC established the settlement class website

at www.SettlementABM.com to provide information to potential class

members, to file a Credit Monitoring Request Form online, and to answer

frequently asked questions. The website URL was set forth in the Notice,

Long-Form Notice, and Credit Monitoring Request Form. Visitors of the

website can download copies of the Long-Form Notice, Credit Monitoring

Request Form, and other case-related documents. True and correct copies of

the Long-Form Notice and Credit Monitoring Request Form can be found in

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Exhibits C and D.

TELEPHONE HOTLINE

1 O.KCC established and continues to maintain a toll-free telephone number at

1-866-7 42-7 467. Eligible class members can call and obtain information

about the Settlement or request a Credit Monitoring Request Form and Long-

Form Notice. The telephone hotline became operational by or around February

26, 2021 and is accessible 24 hours a day, 7 days a week.

CREDIT MONITORING REQUEST FORMS

11. The original postmark deadline for potential class members to file claims in

this matter is June 7, 2021, unless the Notice was remailed to eligible class

members at a later date. To date, KCC has received 694 Credit Monitoring

Request Forms via the website and 14 paper Credit Monitoring Request Forms.

EXCLUSION REQUESTS RECEIVED TO DATE

12.The Notice instructs that requests for exclusion from the settlement class must

be postmarked no later than May 7, 2021. As of the date of this declaration,

KCC has received one exclusion request from Steven Derstler.

OBJECTIONS TO THE SETTLEMENT

13. The postmark deadline to object to the settlement is May 7, 2021. As of the

date of this declaration, KCC has not received any objections to the settlement.

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I declare under penalty of perjury under the laws of the United States of America

that the foregoing is true and correct.

5 Executed on June 1, 2021:

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6


EXHIBIT A

LEGAL NOTICE

You are eligible for one year of credit monitoring from

ABM as part of a class action settlement.

Request Credit Monitoring by < <ClaimFilingDeadline> >.

Read this Notice carefully. Your rights are affected by

this class action Settlement.

Para una notificaci6n en Espanol, visitar www.SettlementABM com.

1-866-7 42-7 467 www.SettlementABM.com

ABV

Davila v. ABM industries lncurporated Claims Administrator P.O.Box4314l Providence, RI 02 940-3 141

DDlllllDDlllllDDDDD Postal Service: Please Do Not Mark Barcode

Claim#: ABV-«Claim8»-«CkDig»

Claim ID: <<Claim8>> PIN: <<PIN>>

«FirstNAME» «LastNAME» «Addr I» «Addr2» «City», «State»«FProv» «Zip»«FZip» «FCountry»

Davila v. ABM Industries Incorporated Change o(Address Form Complete this form if you need to change your name and address. Once completed, tear al the perforated edges, add postage, and place in the mai l (If you have questions, visit www Sett lementABM.com or cal/ 1-866-742-7467) Please note: T his is not a Credit Monitoring Request form Complete this form only if you need to change your name and add ress.

Primary Address:

City:

Phou~ 1 umher :

Email:

S ignature

I lllllll lllll 11111111111111111111111111111111

State:

2D

Z IP:

«FirstNAME» «LastNAME» «Addrl » «Addr2» «City», «S tate»«f Prov» «Zip»«FZip» «FCountl)'»

Date ( mm/dd/yyyy)

<<ClaimlD>>

A sell lement has been proposed in !l class action lawsuit against ABM Industries Incorporated ('"/\BM"") relating to enrnil phishing incidents that potentially resulted in unauthorized access to certain employee enrnil accounts in July 2017 and June 2018 ("'Phishing li1cidents .. ). The emails possibly affected by the Phishing Incidents contained certain personal information (such as name. address, Social Security number, date of birth, State Identification number, Driver 's License number, passport number, health insurance numbers, medical information, and financial account information).

Who is included? The Settlement includes all individuals notified by ABM of either the .July 2017 Phishing Incident or the June 2018 Phishing Incident ("Settlement Class members'").

What docs the Settlement provide? The Settlement provides one or two yems of credit monitoring, plus free fraud consultation and identity theft restoration services. ABM's records indicate that you are eligible to receive one year of credit monitoring because you were previously notified about one of the Phishing Incidents. This year of credit monitoring is in addition to any other credit monitoring you obtained from ABM after the Phishing Incidents.

How do I get additional credit monitoring? Go to www.SettlementABM.com and request credit monitoring online, or else download, print, complete, and mail the Credit Monitoring Request Form to the Claims Administrator. Forms are also available by calling 1-866-742-7467. Credit monitoring requests must be submitted online or postmarked by <<ClaimFilingDcadline>>.

What are my other options? If you do not want to be legally bound by the Settlement, you must exclude yourself by May 7, 2021. Unless you exclude yourself from the Settlement, you will not be able to sue ABM or its related parties for any claim released by the Settlement Agreement. If you do not exclude yourself from the Settlement, you may object and notify the Pai1ies and the Admistrator, or your lawyer that you intend to appear at the Court's Final Fairness Hearing. Objections are due May 7, 2021. For more information about your options and deadlines, and to see the Settlement Agreement and other relevant documents. visit www.SettlementABM.com.

The Court's Final Fairness Hearing. There will be a hearing in this case on June 22, 2021 at I 0:00 a.m. at the Superior Court of the State of California, County of Los Angeles, 312 N. Spring Street, Los Angeles, CA 90012 in Department 14. You may appear remotely at this hearing via Zoom using instructions that will be available at www.SettlementABM.com. At the henring, the Court will decide whether to approve: (I) the Settlement; an<l (2) Class Counsel's request for $300,000 in attorneys' fees and costs and a $7,500 service award to each of the Class Representntives. You may appear at the hearing, but you do not have to . You also may hire your own attorney, at your own expense, to appear or speak for you at the hearing.

Where Can I Get More Information? For more information, and to enroll in the credit monitoring, please visit www.SettlementABM.com. You may also call the Claims Administrator at 1-866-742-7467 or contact Class Counsel, the attorneys appointed to represent the Class at no additional cost to you: Livingston Bakhtiar ([email protected]) or McGuire Law, P.C. ([email protected]).

ABV

Davila v ABM Industries Incorporated Claims Administrator PO Box 43141 Providence RI 02940-3141

PLACE

STAMP

HERE

EXHIBITB

LEGAL NOTICE

You are eligible for two years of credit monitoring

from ABM as part of a class action settlement.

Request Credit Monitoring by <<ClaimFilingDeadline>>.

Read this Notice carefully. Your rights are affected by

this class action Settlement.

Para una notificaci6n en Espanol, visitar www.SettlementABMcom

1-866-742-7467 www.SettlementABM.com

ABV

Davila v. ABM Industries Incorporated Claims Administrator P.O. Box 43141 Providence, RI 02940-3141

DDlllllDDlllllDDDDD Postal Service: Please Do Not Mark Barcode

Claim#: AB V-«Claim8»-«CkDig»

Claim ID: <<Claim8>> PIN:<<PIN>>

«FirstNAME» «LastNAME» «Addr 1 » «Addr2» «City», «State»«FProv» «Zip»«FZip» «FCountry»

Davila v. ABM Industries Incorporated Change o{Address Form Complete this Form if you need to change your name and address. Once completed, tear at the perfornted edges, add poswge, and place in the mail. (If you have questions, visit www.SeulementABM com or call 1-866-742-7467.) Please note: This is not a Credit Monitoring Request Form Complete this form only if you need to change your name and address

Prim11r~· 1\~ l d rc. :

City:

Phone Number:

Email:

Signature

I lllllll lllll 11111111111111111111111111111111

State:

2D

ZIP:

«FirstNAME» «LastNAME» «Addrl» «Addr2» «City», «State»«FProv» «Zip»«FZip» «FCountry»

Date (mm/dd/yyy y)

<<ClaimlD>>

A selllement has been proposed in a class action lawsuit against ABM Industries Incorporated (""ABM'.) relating lo email phishing incidents that potentially resulted in unauthorized access to certain employee email accounts in July 2017 and June 2018 c·Phishing Incidents"). The emails possibly alTectcd by this incident contained certain personal information (such as name. address. Social Security number. date of birth. State Identification number, Driver's License number, passport number, health insurance numbers. meuical information. and financial account information).

Who is included? The Settlement includes all individuals notified by ABM of either the July 2017 Phishing Incident or the June 2018 Phishing Incident ("Settlement Class members·').

What does the Settlement provide? The Settlement provides one or two years of credit monitoring. plus free fraud consultation and identity theft restoration services. ABM's records indicate that you are eligible to receive two years of credit monitoring because you were previously notified about both Phishing Incidents. These two years of credit monitoring are in addition to any other credit monitoring you obtained from ABM after the Phishing Incidents.

I-low do I get additional credit monitoring? Go to www.SettlementABM.com and request credit monitoring online or download, print, complete, and mail the Credit Monitoring Request Form to the Claims Administrator. Forms are also available by calling 1-866-742-7467. Credit-monitoring requests must be submitted online or postmarked by <<ClaimFilingDeadline>>.

What are my other options? If you do not want to be legally bound by the Settlement, you must exclude yourself by May 7, 2021. Unless you exclude yourself from the Settlement, you will not be able to sue ABM or its related parties for any claim released by the Settlement Agreement. If you do not exclude yourself from the Settlement, you may object and notify the Parties and the Claims Administrator that you or your lawyer intend to appear at the Court's Final Fairness Hearing. Objections are due May 7, 2021. For more information about your options and deadlines, and to see the Settlement Agreement and other relevant documents. visit www.SettlementABM.com.

The Court's Final Fairness Hearing. There will be a hearing in this case on June 22, 2021 at 10:00 a.m. at the Superior Court of the State of California, County of Los Angeles, 312 N. Spring Street, Los Angeles, CA 90012 in Department 14. You may appear remotely at this hearing via Zoom using instructions that will be available at www.SettlementABM.com. At the hearing, the Cou11 will decide whether to approve: (1) the Settlement; and (2) Class Counsel's request for $300,000 in attorneys' fees and costs and a $7,500 service award to each of the Class Representatives. You may appear at the hearing, but you do not have to. You also may hire your own attorney, at your own expense, to appear

or speak for you at the hearing.

Where Can I Get More Information? For more information, and to enroll in the credit monitoring, please visit www.SettlementABM.com. You may also call the Claims Administrator at 1-866-742-7467 or contact Class Counsel, the attorneys appointed to represent the Class at no additional cost to you: Livingston Bakhtiar ([email protected]) or McGuire Law, P.C. ([email protected]).

ABV

Davila v ABM Industries Incorporated Claims Administrator PO Box 43141 Providence RI 02940-3141

PLACE

STAMP

HERE

EXHIBIT C

SUPERIOR Courn OF ·1111: s·1 /\ n: OF CALI FORNI/\ COUNTY OF Los AN(ji:IYS

If you were notified by ABM of either the July 2017 or June 2018 email phishing incidents, you could receive up to two years of additional credit monitoring from a class action settlement.

Para una not{ficaci6n en EspaF10I, visilar 1v1v111.Settleme11/// BM. com.

A stale district court authorized this Notice. This is no/ junk mail, an advertisement, 01· a solicitalionfi'om a lawyer.

• A settlement has been proposed in a class action lawsuit against ABM Industries Incorporated ("ABM") relating to email phishing incidents that potentially resulted in unauthorized access to certain employee email accounts in July 2017 and June 2018 (together, the "Phishing Incidents"). The emails possibly affected by the Phishing Incidents contained certain personal information (such as name, address, Social Security number, date of birth, State Identification number, Driver's License number, passport number, health insurance numbers, medical information, and financial account information).

• If you received a notification from ABM of either the July 2017 Phishing Incident or the June 2018 Phishing Incident, you are included in this Settlement as a "Settlement Class member."

• The Settlement provides Settlement Class members with either one or two years of credit 111onitoring, plus fraud consultation and identity theft restoration services, regardless of whether you previously received credit 111onitoring fro111 ABM in response to the Phishing Incidents.

• Your legal rights are affected regardless of whether you do or do not act. Read this Notice carefully.

YOUR LEGAL RIGllTSAND OPTIONS IN THIS SETTLEMENT

SUBMIT A CREDIT This is the only way you can get credit monitoring, fraud consultation, and identity theft MONITORING REQUEST FORM restoration through this Settlement.

EXCLUDE YOURSELF FROM You will not get any credit monitoring from the Settlement, but you also will not release your

THE SETTLEMENT claims against ABM. This is the only option that allows you to be part of any other lawsuit against ABM or related parties for the legal claims made in this case.

OBJECT TO THE SETTLEMENT Write to the Cou1i with reasons why you do not agree with the Settlement. GOTO THE FINAL You may ask the Court for permission for you or your attorney to speak about your objection

FAIRNESS HEARING at the Final Fairness Hearing. You will not get any credit monitoring from this Settlement, and you will give up ce1iain legal rights.

Do NOTIIING Submitting a Credit Monitoring Request Form is the only way to obtain the credit 111onitoring from this Settlement.

• These rights and options-and the deadlines to exercise the111-are explained in this Notice. For complete details, view the Settlement Agreement, available at www.SettlementABM.com, or call 1-866-742-7467.

• The Court in charge of this case still has to decide whether to grant final approval the Settlement. Credit monitoring will take effect only after the Court grants final approval of the Settlement and after any appeals are resolved.

QUESTIONS? CALL 1-866-742-7467 TOLL-FREE OR VISIT WWW .Si' ITLl:MENTABM.COM I

WHAT THIS NOTICE CONTAINS

BASIC INFORMATION ................................................................................................................................................................... PAGE 3

I. Why is this Notice being provided? 2. What is this lawsuit about? 3. What is a class action? 4. Why is there a Settlement?

WHO IS INCLUDED IN THE SETTLEMENT? .................................................................................................................................. PAGE 3

5. How do I know if 1 am part of the Settlement? 6. Are there exceptions to being included in the Settlement?

THE SETTLEMENT BENEFITS-WHAT You GET IF You QUALIFY .......................................................................................... PAGE 3

7. What does the Settlement provide? 8. Tell me more about the additional credit monitoring.

How TO GET ADDITIONAL CREDIT MONITORING .................................................................................................................... PAGE 4

9. How do I get additional credit monitoring from the Settlement? 10. When will I get my additional credit monitoring? 11. What am I giving up to get additional credit monitoring or stay in the Settlement? 12. What are the Released Claims?

EXCLUDING YOURSELF FROM TIIE SETTLEMENT ...................................................................................................................... PAGE 5

13. How do I get out of the Settlement? 14. If I exclude myself, can I still get additional credit monitoring from the Settlement? 15. If I do not exclude myself, can I sue ABM for the same thing later?

TIIE LAWYERS REPRESENTING You .......................................................................................................................................... PAGE 5

16. Do I have a lawyer in this case? 17. How will Class Counsel be paid?

OBJECTING TO TIIE SETTLEMENT .............................................................................................................................................. PAGE 5

18. How do I tell the Court that I do not like the Settlement? 19. What is the difference between objecting to and excluding myself from the Settlement?

THE COURT'S FINAL FAIRNESS HEARING .................................................................................................................................. PAGE 6

20. When and where will the Court decide whether to approve the Settlement? 21. Do I have to come to the Final Fairness Hearing? 22. May 1 speak at the Final Fairness Hearing?

IF You Do NOTHING ................................................................................................................................................................... PAGE 6

23. What happens if I do nothing?

GETTING MORE INFORMATION .................................................................................................................................................. PAGE 6

24. Are more details about the Settlement available? 25. How do I get more information?

QU ESTIONS? CA LL 1-866-742-7467 TOLL- FREE OR VISIT www.SETTLEMENTABM .COM

2

BASIC INFOHMATION

1. Why is this Notice being provided?

The Court directed that this Notice be provided because you have a right to know about a proposed Settlement that has been reached in this class action lawsuit and about all of your options before the Court decides whether to grant final approval to the Settlement. If the Court approves the Settlement, and after objections or appeals, if any, are resolved, the Clnims Administrator appointed by the Court will distribute the benefits that the Settlement allows. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of this case is the Superior Court of the State of California, County of Los Angeles . The case is known as Davila, et al. v. ABIH Industries lnc01porated, No. BC699176 (the "Action"). The people who filed the Action are called Plaintiffs and the company they sued, ABM Industries Incorporated, is called the Defendant.

I 2. What is this lawsuit about?

The Action claims that ABM was responsible for the Phishing Incidents and asserts claims of: Negligence (Count I); Violation of the California Unfair Competition Law, Cal. Bus. & Prof. Code§ 17200, et seq., (Counts II-IV); Constitutional Invasion of Privacy (Count V); Negligence Per Se (Count VI); Violation of the California State Data Breach Statutes, Cal. Civ. Code§§ 1798.80 et seq. (Count Vil); Violation ofN.Y. Gen. Bus. Law, §349 et seq. (Count VIII); Breach of Contract (Count IX); Breach oflmplied Contract (Count X); Violation of the Illinois Consumer Fraud & Deceptive Practices Act, 815 ILCS 505/1 et seq. (Count XI); and Violation of the California Confidentiality of Medical Information Act, Cal. Civ. Code § 56, et seq. (Count XII). The Action seeks, among other things, benefits for persons who were injured by the Phishing Incidents.

ABM has denied and continues to deny all of the claims made in the Action, as well as all charges of wrongdoing or liability against it.

I 3. What is a class action?

In a class action, one or more people called Class Representatives (in this case, Evelia Davila and Larry Wade) sue on behalfofpeople who have similar claims. Together, all these people are called a Class or Class members. One Court and one judge-in this case, Judge Kenneth R. Freeman-resolves the issues for all Class members, except for those who exclude themselves from the Settlement Class.

4. Why is there a Settlement?

The Court did not decide in favor of the Plaintiffs or ABM. Instead, the Plaintiffs negotiated a settlement with ABM that allows both Plaintiffs and ABM to avoid the risks and costs of lengthy and unce11ain litigation and the unce11ainty of a trial and appeals. It also allows Settlement Class members to obtain benefits without further delay. The Class Representatives and their attorneys think the Settlement is best for all Settlement Class members . This Settlement does not mean that ABM did anything wrong.

WllO IS INCLUDED IN HIE SETTLEMENT?

5. How do I know if I am part of the Settlement?

You are part of this Settlement as a Settlement Class member if you were previously notified by ABM of either the July 2017 Phishing Incident or the June 2018 Phishing Incident.

6. Are there exceptions to being included in the Settlement?

Yes. Excluded from the Settlement are individuals who were acting as the officers or directors of ABM during 2017 and 2018 and those individunls and entities that timely and validly request exclusion from the Settlement Class.

THE SETTLEMENT BENEFTfS-WllAT You GET IF You Ol.IALIFY

I 7. What does the Settlement provide?

The Settlement provides Settlement Class members with one or two years of credit monitoring, plus free fraud consultation and identity theft restoration. In addition, ABM has made improvements to its information security enterprise.

• Settlement Class members who were notified by ABM about one of the Phishing Incidents, either the July 2017 Phishing Incident 01· the June 2018 Phishing Incident, may request to receive one year of credit monitoring. This one year of credit monitoring is in addition to any other credit monitoring you obtained from ABM after the Phishing Incidents.

• Settlement Class members who were notified by ABM about both the July 2017 Phishing Incident and the June 2018 Phishing Incident may request to receive two years of credit monitoring. These two years of credit monitoring are in addition to any other credit monitoring you obtained from ABM after the Phishing Incidents.

QU ESTI ONS? CALL 1-866-742-7467 TOLL-rREE OR VISIT WWW.SETTLEMENTA BM .COM 3

8. Tell me more about the additional credit monitoring.

The credit monitoring protection, fraud consultation, and identity theft restoration services will be provided by Kroll Information Assurance, LLC. The protection includes: (I) alerts when a new line of credit is applied for in your name; (2) fraud consultation, which provides unlimited access to consultation with fraud specialists; and (3) identity theft restoration, which provides access to a dedicated investigator who works to uncover the scope of the identity theft and to resolve it.

How TO GET ADDITIONAL Clumrr MONITORING

9. How do I get additional credit monitoring from the Settlement?

To receive credit monitoring, you must request enrollment by June 7, 2021. If the Claims Administrator had to re-mail your settlement notice, the settlement notice will show a different deadline to request enrollment. Please comply with the deadline on your notice . If you have any questions about your deadline to request enrollment, please contact the Claims Administrator at 1-866-742-7467.

Credit Monitoring Request Forms are available and may be submitted on line at www.SettlementABM.com. Forms are also available by calling 1-866-742-7467 or by writing to Davila v. ABi\4 Industries incorporated Claims Administrator, P.O. Box 43141, Providence, RI 02940-3141.

10. When will I get my additional credit monitoring?

The Cou11 will hold a Final Fairness Hearing at 10:00 a.m. on June 22, 2021 to decide whether to approve the Settlement. The hearing will take place at the Superior Court of the State of California, County of Los Angeles, 312 N. Spring Street, Los Angeles, CA 90012 in Department 14. You may appear remotely at this hearing via Zoom using instructions that will be available at www.SettlementABM.com. Jf the Court approves the Settlement, there may be appeals. It is always uncertain whether any appeals can be resolved favorably, and resolving them can take time, perhaps more than a year. It also takes time for all the Settlement Benefits to be processed, depending on the number of requests and whether any appeals are filed. Please be patient.

11. What am I giving up to get additional credit monitoring or stay in the Settlement?

Unless you exclude yourself from the Settlement, you will release certain legal claims. This means that you will no longer be able to sue, continue to sue, or be part of any other lawsuit against ABM and related parties about the claims made in this Action and released by the Settlement Agreement. You will be legally bound by all of the Court's orders, as well as the "Released Claims," as defined below.

12. What are the Released Claims?

Upon the Effective Date, all of the Class Representatives, Class members, Class Counsel, and their respective partners, employees, attorneys, heirs, executors, administrators, successors, successors-in-interest, assigns, predecessors, trustees, estates, and transferees ("Released Plaintiff Parties"), will fully, finally, and forever release, relinquish, and discharge any and all claims and causes of action of every nature and description, whether arising under federal, state, statutory, regulatory, common, foreign, or other law, that arise in any way from or relate to the July 2017 or June 2018 Phishing Incidents and that could have been alleged based on the facts asse11ed in the Complaint (other than claims to enforce the Settlement) ("Released Claims"), against each and every one of the ABM Released Parties (includes ABM and all of its respective past, present, and future parent companies, partnerships, subsidiaries, affiliates, divisions, employees, servants, members, partners, principals, directors, shareholders, and owners, and all of their respective attorneys, heirs, executors, administrators, insurers, coinsurers, reinsurers, joint ventures, personal representatives, predecessors, successors, transferees, trustees, and assigns). Upon the Effective Date, and without any further action, Class Representatives further agree not to knowingly and voluntarily assist in any way any third party in commencing or prosecuting any suit against the ABM Released Parties (includes ABM and all of its respective past, present, and future parent companies, par1nerships, subsidiaries, affiliates, divisions, employees, servants, members, partners, principals, directors, shareholders, and owners, and all of their respective attorneys, heirs, executors, administrators, insurers, coinsurers, re insurers, joint ventures, personal representatives, predecessors, successors, transferees, trustees, and assigns) relating to any Released Claim.

Upon the Effective Date of the Settlement, and without further action, ABM, on behalf of itself, and its heirs, executors, trustees, administrators, predecessors, successors, and assigns, shall fully, finally, and forever release, relinquish, and discharge any and all claims and causes of action of every nature and description (including unknown claims), whether arising under federal, state, statutory, regulatory, common, foreign, or other law, relating to the institution, prosecution, or settlement of the Action that ABM could have asserted against the Released Plaintiff Parties or Class Counsel (other than claims to enforce the Settlement).

The Effective Date is the date the Settlement in the Action becomes effective and final, and occurs when all of the following conditions have occurred: (i) the Stipulation and Settlement has been fully executed by all parties and their counsel; (ii) Orders have been entered by the Court certifying the Settlement Class, granting preliminary approval of the Stipulation, and approving the forms of Notice; (iii) the notice program has been executed in accordance with the Preliminary Approval Order; (iv) the Cou11 has entered a Final Order and Judgment finally approving the Stipulation; and (v) the Final Judgment has been entered and all times to appeal therefrom have expired with (I) no appeal or other review proceeding having been commenced; or (2) an appeal or other review proceeding having been commenced, and such appeal or other review having been concluded such that it is no longer subject to review by any court, whether by appeal, petitions for rehearing or reargument, petitions for rehearing en bane, petitions for writ of certiorari, or otherwise, and such appeal or other review has been resolved in a manner that affirms the Final Judgment in all material respects.

QUESTIONS? C ALL 1-866-742-7467 TOLL- FR EE OR VISIT WWW.SETTLIOM EN"f ABM.COM

4

EXCLUDING YOURSELF FROM TllE SETTLE~IENT

13. How do I get out of the Settlement?

To exclude yourself from the Settlement, you must send a letter by mail stating that you want to be excluded from the Settlement in Davila, el al. v. /IBM Industries Incorporated, Case No. BC699176, in the Superior Court of the State of California, County of Los Angeles. Your letter must also include your name, address, and signature. You must mail your exclusion request postmarked no later than May 7, 2021 to:

Davila v. AB/14 Industries Incorporated Claims Administrator

P.O.Box43141 Providence, RI 02940-3141

14. If I exclude m elf, can I still get additional credit monitoring from the Settlement?

No. If you exclude yourself from the Settlement, you cannot also submit a Credit Monitoring Request Form because you will no longer be eligible for it.

15. If I do not exclude my elf, can I sue ABM for the same thing later?

No. If you stay in the Settlement (i.e., do nothing or do not exclude yourself from the Settlement), you give up any right to separately sue ABM and related parties for the claims asserted in this Action and released by the Settlement Agreement.

TllE LAWYERS REPRESENTING You

16. Do I have a lawyer in this case?

Yes. The Court appointed Ebby S. Bakhtiar and Francis Flynn of Livingston Bakhtiar and Evan M. Meyers and Eugene Y. Turin of McGuire Law, P.C. to represent you and other Settlement Class members. These lawyers are called Class Counsel. You will not be charged for these lawyers. Their contact information is in Paragraph 18 below. If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How will Class Counsel be p:tid?

If the Settlement is approved and becomes final, Class Counsel will ask the Court to award attorneys' fees and costs in the amount of $300,000, and $7,500 for each of the two Class Representatives. If approved, these amounts, as well as the costs of notice and settlement administration, will be paid separately by ABM and will not reduce the amount of credit monitoring available to Settlement Class members.

OBJECTING TO THE SETTLEMENT

You can tel 1 the Cou11 that you do not agree with the Settlement or some part of it.

18. How do I tell the Court that I do not IHi.e the Settlement?

If you are a Settlement Class member, you can object to the Settlement if you do not like it or a portion ofit. You can give reasons why you think the Court should not approve the Settlement. The Court will consider your views before making a decision. To object, you must mail to the Claims Administrator, Class Counsel, and ABM's Counsel a written notice stating that you object to the Settlement in Davila, et al. v. ABM Industries Incorporated, Case No. BC699 I 76, in the Superior Court of the State of California, County of Los Angeles.

Your objection must include:

I) your full name, address, telephone number, and email address; 2) information or proof showing you are a Settlement Class member; 3) the reasons why you object to the Settlement, including any documents suppo11ing your objection; 4) the name and address of your attorney, if you have retained one; 5) the name and address of any attorneys representing you that may appear at the Final Fairness Hearing; 6) a list of all persons who will be called to testify at the Final Fairness Hearing in support of your objection; 7) a statement confirming whether you intend to personally appear and/or testify at the Final Fairness Hearing; 8) a list, by case name, corn1, and docket number, of all other cases in which you (directly or through a lawyer) have filed

an objection to any proposed class action settlement within the last three years; 9) a 1 ist, by case name, court, and docket number, of all other cases in which your lawyer (on behal fof any person or entity)

has filed an objection to any proposed class action settlement within the last three years; I 0) a list, by case number, cou11, and docket number, of all other cases in which you have been a named plaintiff in any class

action or served as a lead plaintiff or class representative; and 11) your signature or the signature of your attorney or other duly authorized representative (along with documentation

illustrating representation).

QUESTIONS? CALL 1-866-742-7467 TOLL-FREE OR VISIT WWW .SETTLEMENTABM.COM 5

Your objection must be sent by U.S. Mail to the Claims Administrator at the address set forth in Paragraph 13 Clbove, and postmarked by May 7, 2021. You must also mail copies of your objection to Class Counsel and ABM Counsel, postmarked by May 7, 2021, at the addresses set forth below. Once received, your Objection will be sent directly to the Court.

Ebby S. Bakhtiar Livingston Bakhtiar

3435 Wilshire Boulevard Suite 1669

Class Counsel:

Los Angeles, CA 900 I 0 [email protected]

Evan M. Meyers McGuire Law, P.C.

55 West Wacker Drive 9th Floor

Chicago, IL 6060 I [email protected]

ABM's Counsel: Casie D. Collignon

Baker & Hostetler LLP 180 I California Street

Suite 4400 Denver, CO 80202

19. What is the difference between objectino to and excluding m elf from the Settlement?

Objecting is telling the Court that you do not like something about the Settlement. Excluding yourself is telling the Court that you do not want to be part of the Class in this Settlement. If you exclude yourself from the Settlement, you have no basis to object or file a claim because the Settlement no longer affects you.

THE COURT'S FINAL FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but you do not have to. You cannot speak at the hearing if you exclude yourself from the Settlement.

20. When and where will the Court decide whether to tippro e-the Settlement?

The Court will hold a Final Fairness Hearing at I 0:00 a.111. on June 22, 2021, in the Superior Court of the State of California, County of Los Angeles, 312 N. Spring Street, Los Angeles, California 90012, in Department 14. You may appear remotely at this hearing via Zoom using instructions that will be available at www.SettlementABM.com. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. The Court will take into consideration any properly-filed written objections and may also listen to people who have asked to speak at the hearing. The Court will also decide whether to approve fees and costs to Class Counsel, and approve the service awards to the Class Representatives.

I 21. Do I have to come to the Final Fairness Hearing?

No. Class Counsel will answer any questions the Court may have . However, you are welcome to attend at your own expense. If you file an objection, you do not have to come to Court to talk about it. You may also hire your own lawyer to attend, at your own expense, but you are not required to do so.

22. May I speak at the Final Fairness Hearing?

Yes, you may ask the Cour1 for permission to speak at the Final Fairness Hearing. To do so, please follow the instructions provided in Question 18 above. You cannot speak at the hearing if you exclude yourself from the Settlement.

IF You Do NOTlllNG

23. What happens if I do nothing?

If you do nothing, you will not receive any credit monitoring from this Settlement. If the Cour1 approves the Settlement, you will be bound by the Settlement Agreement and the Release. This means you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against ABM or related parties about the issues involved in the Action, resolved by this Settlement, and released by the Settlement Agreement.

GETTING MOIU: INFORMATION

24. Are more details about the Settlement available?

Yes. This Notice summarizes the proposed Settlement. More details are avaliable in the Stipulation and Settlement Agreement, which is available at www.SettlementABM.com, or by writing to the Davila v. AB/vi Industries Incorporated Claims Administrator, P.O. Box 43 141, Providence, RI 02940-3141.

25. How do J get more information?

Go to www.SettlementABM.com, call 1-866-742-7467, or write to Davila v. ABJ\4 Industries Incorporated Claims Administrator, P.O. Box 43141 , Providence, RI 02940-3141.

Please do not call the Court or tile Clerk of the Court for additional i11formatio11. They cannot answer any questions regarding tlte Settlement or the Action.

QUESTIONS? CALI. 1-866-742-7467 TOLL-rREE OR VISIT WWW .SETTLEMENT ABM.COM 6

EXHIBITD

II Davila v. ///J;\./ l11d11stries Incorporated Claims Administrator P.O.Box43141 Providence, RI 02940-3 141

ABV Davila v. ABM Industries Incorporoled

SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

Case No. BC699 I 76

Must be submitted online or postmarked by June 7, 2021

Credit Monitoring Request Form

II

Complete this Form if you are a Settlement Class member who is entitled to receive credit monitoring, fraud consultation, and identity theft restoration services under the Settlement. Forms must be submilled online or postmarked by June 7, 2021.

1. SETTLEMENT CLASS MEMBER INFORMATION

Daytime Phone Number

Email Address (this email address will be used to provide you with your unique eredit monitoring enrollment code and further instructions

on enrollment, should this Settlement be approved by the Court)

2. CREDIT MONITORING

I request enrollment in free credit monitoring, fraud consultation, and identity theft restoration services provided by Kroll. I understand that if the Settlement is finally approved, I will receive email instructions on how to enroll in these services.

CLAIMANT INFORMATION

First Name M.I. Last Name

Primary Address

Primary Address Continued

City State ZIP Code

Foreign Province Foreign Postal Code Foreign Country Name/Abbreviation

By submitting this Form, I certify that I am a Settlement Class member and that the information provided is true and correct.

Signature: Dated (mm/dd/yyyy): --------- ---

Print Name: ---- ------ -----------CREDIT MONITORING REQUEST FORM SUBMISSION REMINDERS:

You may submit your Form through the settlement website, www.SettlementABM.com, or by U.S. mail to: Davila v. ABM Industries lncorpomted Claims Administrator, P.O. Box 43141, Providence, RI 02940-3 141.

Please keep a copy of this Form if submitting by mail. Forms must be submitted online or postmarked by June 7, 2021. If the Claims Administrator had to re-mail your settlement notice, the settlement notice will show a different deadline to submit this Form. Please comply with the deadline on the notice you received. If you have any questions about your deadline to submit this Form, please contact the Claims Administrator al 1-866-742-7467.

DOC RED

11 I lllllll lllll 11111111111111111111111111111111

FOR CLAIMS PROCESSING OB CB LC i\

ONL\' REV IJ II

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EBBY S. BAKHTIAR (SBN: 215032) LIVINGSTON • BAKHTIAR 3435 Wilshire Boulevard, Suite 1669 Los Angeles, California 90010 Tel: (213) 632-1550 Fax: (213) 632-3100

EV AN M. MEYERS (admitted pro hac vie) McGUIRE LAW, P.C. 55 West Wacker Drive, 9111 Floor Chicago, IL 60601 Tel: (312) 893-7002 Fax: (312) 275-7895

Attorneys for Plaintiffs and Class Counsel

SUPERIOR COURT OF CALIFORNIA COUNTY OF LOS ANGELES

CENTRAL JUDICIAL DISTRICT

EVELIA DA VILA and LARRY WADE individually and on behalf of all others similarly situated,

Plaintiffs,

v.

ABM INDUSTRIES, INC.,

Defendant.

CASE NO.: BC 699176

DECLARATION OF EV AN M. MEYERS IN SUPPORT OF MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Date: June 22, 2021 Time: 10:00 a.m. Dept.: 14

Action Filed: March 22, 2018 Trial Date: None Set

22 DECLARATION OF EVAN M. MEYERS

23 I, Evan M. Meyers, hereby aver that I have personal knowledge of all matters set forth

24 herein unless otherwise indicated and would testify thereto if called as a witness in this matter.

25 1. I am an adult over the age of 18 and a resident of the state of Illinois. I am fully

26 competent to make this Declaration and do so in support of Plaintiffs' Unopposed Motion for

27 Final Approval of Class Action Settlement.

28 2. I am an attorney licensed to practice law in the state of Illinois and am one of the

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attorneys representing Plaintiffs in this matter.

3. I am a partner at McGuire Law, P.C. and I, along with my colleague, Eugene Y.

Turin, have been appointed as Class Counsel representing Plaintiffs and the Settlement Class,

along with our co-Class Counsel, Eb by S. Bakhtiar and Francis Flynn of Livingston Bakhtiar.

4. McGuire Law, P.C. is a law firm based in Chicago, Illinois that focuses on class

action litigation, representing clients in both state and federal trial and appellate courts throughout

the country.

5. I and the other attorneys of McGuire Law have regularly engaged in complex

litigation on behalf of consumers and employees and have extensive experience in consumer class

action lawsuits similar in size and complexity to the instant case, including privacy-related class

actions. The attorneys of McGuire Law have been appointed class counsel in many complex

consumer class actions in state and federal courts across the country, including in cases in the

California Superior Court, the U.S. District Court for the Northern District of California, the U.S.

District Court for the Central District of California, and the U.S. District Court for the Southern

District of California. See, e.g., Gray et al. v. Mobile Messenger Americas, Inc. et al. (S.D. Fla.

2008); Gresham et al. v. Keppler & Associates, LLC et al. (Sup. Ct. Los Angeles County, Cal.

2008); Sims et al. v. Cellco Partnership et al. (N.D. Cal. 2009); Van Dyke et al. v. Media

Breakaway, LLC (S.D. Fla. 2009); Paluzzi, et al. v. mBlox, Inc., et al. (Cir. Ct. Cook Cnty., Ill.

2009); Ryan et al. v. Snackable Media, LLC (Cir. Ct. Cook Cnty., Ill. 2011); Parone et al. v. m

Qube, Inc. et al. (Cir. Ct. Cook Cnty., Ill. 201 O); Valdez et al. v. Sprint Nextel Corporation et al.

(N.D. Cal. 2010); Lozano et al. v. Twentieth Century Fox (N.D. Ill. 2011); Kramer et al. v.

Autobytel (N.D. Cal. 2011); Walker et al. v. OpenMarket, Inc. et al. (Cir. Ct. Cook Cnty., Ill.

2011); Schulken at al. v. Washington Mutual Bank (N.D. Cal. 2011); Jn re Citibank HELOC

Reduction Litigation (N.D. Cal 2012); Murray et al. v. Bill Me Later, Inc. (N.D. Ill. 2014);

Manouchehri, et al. v. Styles for Less, Inc., et al. (S.D. Cal. 2016); Valladares et al. v.

Blackboard, Inc. et al. (Cir. Ct. Cook Cnty., Ill. 2016); Hooker et al v. Sirius XM Radio, Inc.

(E.D. Va. 2017); Flahive et al v. Jnventurus Knowledge Solutions, Inc. (Cir. Ct. Cook Cnty., Ill.

2017); Serrano et al. v. A&M (2015) LLC (N.D. Ill. 2017); Seal et al. v. RCN Telecom Servs.,

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LLC (Cir. Ct. Cook Cnty., Ill. 2017); Vergara et. al. v. Uber Technologies, Inc. (N.D. Ill. 2018);

2 Zepeda v. International Hotels Group, Inc. et. al. (Cir. Ct. Cook Cnty., Ill. 2018); Kovach et al v.

3 Compass Bank (Cir. Ct. Jefferson County, AL 2018); Svagdis v. Alro Steel Corp. (Cir. Ct. Cook

4 Cnty., Ill. 2018); Oliver v. The Men's Wearhouse, No. 16-cv-01100 (C.D. Cal. 2019);

5 Zhirovetskiy v. Zaya Group, LLC, (Cir. Ct. Cook Cnty., Ill. 2019); Marshall v. Life Time Fitness,

6 Inc., et al. (Cir. Ct. Cook Cnty., Ill. 2019); McGee v. LSC Communications, Inc., et al., 17-CH-

7 12818 (Cir. Ct. Cook Cnty., Ill. 2019); Prather et al. v. Wells Fargo Bank, NA. (N.D. Ill. 2019);

8 Nelson v. Nissan North America, Inc. (M.D. Tenn. 2019); Smith v. Pineapple Hospitality Grp.,

9 (Cir. Ct. Cook Cnty., Ill. 2020); Garcia v. Target Corp. (D. Minn. 2020); Roberts v. Superior Nut

10 and Candy Co., Inc. (Cir. Ct. Cook County, Ill. 2020); Rafidia v. KeyMe, Inc. (Cir. Ct. Cook

11 County, Ill. 2020); Burdette-Miller v. William & Fudge, Inc. (Cir. Ct. Cook County, Ill 2020);

12 Farag v. Kiip, Inc. (Cir. Ct. Cook County, Ill. 2020); Lopez v. Multimedia Sales & Marketing,

13 Inc. (Cir. Ct. Cook County, Ill. 2020); Prelipceanu v. Jumio Corp. (Cir. Ct. Cook County, Ill.

14 2020); Williams v. Swissport USA, Inc. (Cir. Ct. Cook County, Ill. 2020); Glynn v. eDriving, LLC

15 (Cir. Ct. Cook County, Ill. 2020); Pearlstone v. Costco Wholesale Corp. (E.D. Miss. 2020);

16 Kusinski v. ADP, LLC (Cir. Ct. Cook County, Ill. 2021); Draland v. Timeclock Plus, LLC (Cir.

17 Ct. Cook County, Ill. 2021); Harrison v. Fingercheck, LLC (Cir. Ct. Lake County, Ill. 2021).

18 6. The attorneys of McGuire Law have intimate knowledge of the law in the fields of

19 technology and privacy. Recognized as pioneers in the field of privacy-based consumer class

20 actions, McGuire Law attorneys have served as counsel of record for groundbreaking rulings

21 involving technology and privacy at the state and federal district and appellate court levels,

22 including at the U.S. Supreme Court. See, e.g., Shen v. Distributive Networks, Inc. (N.D. Ill.

23 2007); Weinstein et al. v. The Timberland Co. et al. (N.D. Ill. 2008); Satte1~field et al. v. Simon &

24 Schuster, Inc. (9th Cir. 2009); Espinal et al. v. Burger King Corporation et al. (S.D. Fla. 2010);

25 Abbas et al. v. Selling Source, LLC (N.D. Ill. 2010); Damasco el al. v. Clearwire Corp. (7th Cir.

26 2011); Ellison et al. v. Steven Madden, Ltd. (C.D. Cal. 2013); Robles et al. v. Lucky Brand

27 Dungarees, Inc. et al. (N.D. Cal. 2013); Jn re Jiffo Lube Spam Text Litigation (S.D. Cal. 2013);

28 Lee, et al. v. Stonebridge Life Ins. Co. et al. (N.D. Cal. 2013); Elikman et al. v. Sirius XM Radio,

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Inc. (N.D. Ill. 2015); Campbell-Ewald Co. v. Gomez et al., 136 S. Ct. 663 (2016); Bolds v. Arra

2 Corp., et al. (Cir. Ct. Cook Cnty. Ill. 2019); Rogers v. BNSF Railway Co. (N.D. Ill. 2019);

3 Wordlaw v. Enterprise Holdings, Inc. (N.D. Ill. 2020); Fleury v. Union Pacific. R.R. Co. (N.D. Ill.

4 2021).

5 7. The McGuire Law firm has successfully prosecuted claims on behalf of our clients

6 m both state and federal trial and appellate courts throughout the country, including claims

7 involving allegations of consumer fraud; unfair competition; invasion of privacy; data breach;

8 false advertising; breach of contract; and various statutory violations, including violations of the

9 Telephone Consumer Privacy Act and the Illinois Biometric Information Protection Act.

10 8. I am a graduate of the University of Michigan, and I graduated from the University

11 of Illinois College of Law in 2002. I have been admitted to practice by the Illinois Supreme Court

12 and in several federal courts throughout the country. In addition to my class action experience,

13 which includes being appointed class counsel in numerous consumer class actions in court

14 throughout the country, I have extensive experience in complex commercial litigation and have

15 regularly litigated cases in state and federal trial and appellate courts across the nation, including

16 in the Circuit Court of Cook County, Illinois; the U.S. District Court for the Northern District of

17 Illinois; the U.S. District Courts for the Northern, Central and Southern Districts of California; the

18 U.S. District Court for the Eastern District of Michigan; the Ninth Circuit Court of Appeals; the

19 Judicial Panel on Multidistrict Litigation; and the U.S. Supreme Court, where I served as co-lead

20 counsel in a case of seminal importance to class action jurisprudence nationwide. See Campbell-

2 l Ewald Co. v. Jose Gomez, 136 S. Ct. 663 (2016). I have been appointed as class counsel in class

22 actions in the U.S. District Courts for the Northern District of California, the Central District of

23 California, and the Southern District of California.

24 9. My colleague, Eugene Y. Turin, is a graduate of Loyola University Chicago and

25 the Loyola University Chicago School of Law, and he has been admitted to practice in multiple

26 state and federal courts throughout the country, including the Ninth Circuit Court of Appeals and

27 the Seventh Circuit Court of Appeals. Mr. Turin has been appointed class counsel in numerous

28 courts throughout the country, including in the U.S. District Court for the Central District of

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California.

10. On March 23, 2018, my firm, on behalf of Plaintiff Wade and a putative class,

filed a class action against ABM in the Circuit Court of Cook County, Illinois, alleging causes of

action for violations of New York General Business Law §§ 349 et seq., breach of contract,

breach of implied contract, negligence, and violations of the Illinois Consumer Fraud and

Deceptive Business Practices Act. On April 25, 2018, the Wade Action was removed to the

United States District Court for the Northern District of Illinois, and on June 11, 2018, the Wade

Action was then transferred to the United States District Court for the Central District of

California. Shortly thereafter, on July 24, 2018, Plaintiffs filed their First Amended Consolidated

Class Action Complaint, which included twelve counts, including negligence, three counts for

violations of California's Unfair Competition Law, constitutional invasion of privacy, negligence

per se, violation of state data breach acts, violation of New York General Business Law, breach of

express and implied contract, violation of the California Confidentiality of Medical Information

Act, and violation of the Illinois Consumer Fraud Act.

11. In an effort to reach a resolution to what had already been highly-contested

litigation, I and other members of my firm, as well as our co-counsel and counsel for Defendant,

participated in a formal, full-day mediation in his case with Bruce Friedman, Esq. of JAMS in

Los Angeles, California on April 18, 2019. The Settlement, which was only finalized after

multiple months of additional arm's-length negotiations, was preliminarily approved by this

Court on January 27, 2021.

12. In accordance with the Court's Preliminary Approval Order, the Parties and the

Settlement Administrator, KCC Class Action Services, LLC ("KCC"), began the process of

effectuating the Notice Plan approved by the Court, the details of which I am aware based on

direct communications between myself and KCC's Project Manager, H. Jacob Hack. Pursuant to

the Settlement Agreement and the Court's Preliminary Approval Order, on March 8, 2021, the

Settlement Administrator sent direct notice of the Settlement by U.S. Mail to all potential

Settlement Class Members that could be identified based on Defendant's records. The Settlement

Administrator also created a Settlement Website, which includes relevant case documents - such

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as the Settlement Agreement, the operative Complaint, the detailed Long Form Notice, and the

2 Motion for Attorneys' Fees - and information about the Settlement and related deadlines,

3 including instructions about how to submit a Credit Monitoring Request Form and how to object

4 or opt out of the Settlement.

5 13. The Settlement Class has overwhelmingly approved the Settlement Agreement

6 reached in this matter. Class Counsel have not received any objections, and the Settlement

7 Administrator has confirmed that no objections were filed or submitted and that only one

8 individual has elected exclusion from the Settlement.

9 14. Kroll Information Assurance, LLC, the entity that is providing the credit

10 monitoring, fraud consultation, and identity theft restoration services in this Settlement, is a

11 commercial provider of data breach mitigation services to companies. It is my understanding that

12 the services being provided by Kroll and being made available to Settlement Class Members are

13 not directly sold by Kroll to consumers on the retail market.

14 15. The retail cost of commercially-available credit monitoring, fraud consultation,

15 and identity theft restoration services varies significantly depending on the specific services being

16 provided. See, e.g., "The 6 Best Credit Monitoring Services of April 2021," available at

17 https://www.cnbc.com/select/best-credit-monitoring-services (last visited April 21, 2021 ).

18 However, such products typically cost from $10 to $25 per month. The robust credit monitoring,

19 fraud consultation, and identify theft restoration services being made available to the Class

20 Members through this Settlement can conservatively be valued at no less than $10 per month, or

21 at least $120 per year for the more than 137 ,000 Class Members who are entitled to one year of

22 such services and at least $240 for the nearly 6,000 Class Members who are entitled to two years

23 of such services.

24 16. I, along with the other attorneys of my firm and the co-counsel in this case, have

25 concluded that the Settlement Agreement reached in this matter is fair, reasonable, and adequate

26 in light of the attendant risk of protracted litigation - including the resources Defendant has

27 committed and would continue to commit to ongoing litigation and its defenses to Plaintiffs'

28 claims and class certification - and warrants final approval. While I believe the merits of

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Plaintiffs' claims could be proven at trial, I recognize the substantial risk and inherent uncertainty

2 that continued litigation imposes on Plaintiffs and the Settlement Class Members, especially in

3 light of the defenses raised by Defendant in its previously-filed Motion to Dismiss, including

4 issues relating to standing. Based on the investigation and discovery that has occurred in this

5 litigation, together with the current state of the law with respect to data breach class actions, and

6 my experience prosecuting privacy-related class litigation in courts nationwide, I believe the

7 Settlement Agreement reached in this matter is in the best interests of Plaintiffs and the other

8 Settlement Class Members involved.

9 17. Class Counsel's opinion that the Settlement Agreement should be finally approved

10 is based not only on the favorable terms of the Settlement, but also on the support for the

11 Settlement expressed by Settlement Class Members themselves. It is my understanding that not a

12 single Class Member has complained even informally to any member of my law firm or my co-

13 counsel's law firm about the terms of the Settlement, including the attorneys' fees or Incentive

14 Awards being sought. The lack of any objection, both formally and informally, as well as the

15 nearly non-existent number of opt out requests, further demonstrate that final approval of the

16 Settlement Agreement is appropriate.

17 I declare under penalty of perjury that the foregoing is true and correct.

18 Executed on June 1, 2021 in Deerfield, Illinois.

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/s/ Evan M. Meyers Evan M. Meyers, Esq.

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PROOF OF SERVICE 1013A (3) CCP Revised 1/1/88

4 ST A TE OF CALIFORNIA ) ) SS

5 COUNTY OF LOS ANGELES )

6 I am employed in the County of Los Angeles, State of California. I am over the age of 18 and not a party to the within action. My business address is 3435 Wilshire Boulevard, Suite 1669,

7 Los Angeles, California 90010.

8 On June 2, 2021, I served the forgoing documents described as: MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION

9 FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT a true copy thereof enclosed in a sealed envelop(s) addressed as follows:

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11 Matthew D. Pearson, Esq. Casie D. Collignon (admitted pro hac vice)

12 Baker & Hostetler, LLP 1801 California Street, Suite 4400

13 Denver, Colorado 80202-2662

14 Evan Meyers, Esq. Eugene Turin, Esq.

15 McGuire Law P.C. 55 West Wacker Dr., 9'h Floor

16 Chicago, IL 60601

17 VIA ONLINE FILING Department of Industrial Relations

18 Accounting Unit 455 Golden Gate Ave., lO'h Floor

19 San Francisco, California 94102

[email protected] [email protected]

[email protected] [email protected]

20 [ X] BY E-MAIL SERVICE: Pursuant to an agreement between the parties, I served a true copy of the document(s) described above on the party listed above by E-Mail transmission to the

21 E-Mail address listed above and I did not receive a rejection of transmission notification therefor.

22 I declare under penalty of perjury, under the law of the State of California, that the

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foregoing is true and correct.

Executed on June 2, 2021, at Los Angeles, California.

Douglas Garcia DECLARANT

ebby s. bakhtiar (sbn: 215032) livingston • bakhtiar

Documents