DeclarationCal. Super. - 6th Dist.January 22, 202010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 200V362050 Santa Clara - Civil JEREMY T. NAFTEL (SBN 185215) Electronigally Filed ACE T. TATE (SBN 262015) by Super'Or CW” 0f CA, MARTENSON, HASBROUCK & SIMON LLP C°unty 0f Santa C'aras 455 Capitol Man, suite 601 0" 9/2/2020 5:43 PM Sacramento, California 95814 Rev'ewed By: R' walker Email: jnaftel@martensonlaw.com EnveIOPe: 4875100 atate@martensonlaw.com Attorneys for Defendant SOS SECURITY, LLC AND SOS SECURITY, LP SUPERIOR COURT FOR THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA ESTHER WILLIAMS, 0n behalf 0f herself, all Case No.1 20CV362050 other similarly situated, and the general public, ASSIGNED FOR ALL PURPOSES T0 Plaintiff, HON PATRICIA M. LUCAS DEPARTMENT 03 vs. DECLARATION OF ACE T. TATE IN SOS SECURITY, LLC, a Pennsylvania SUPPORT OF DEFENDANTS’ MOTION Corporation; SOS Security, LP, a New Jersey TO STRIKE PORTIONS OF PLAINTIFF’S Corporation; and DOES 1-50, inclusive, COMPLAINT Defendants. Date: October 7, 2020 Time: 1:30 p.m. Dept.: 3 I, Ace T. Tate, declare as follows: 1. I am a member of the State Bar 0f California, Partner at the law firm of Martenson, Hasbrouck & Simon LLP, and counsel 0f record for Defendants SOS Security, LLC and SOS Security, LP (“Defendants”). 2. I make this Declaration in support 0f the Defendants” Motion t0 Strike Portions of Plaintiffs’ Complaint. Imake this declaration based 0n my own personal knowledge and could and would competently testify to the matters contained herein if called as a Witness. 3. Pursuant t0 Code of Civil Procedure § 435.5, I met and conferred with Plaintiff’s counsel Via phone conference on August 18th, 2020 regarding (1) the impact of the Jason Bell 1 Case No. 20CV362050- DECLARATION OF ACE T. TATE IN SUPPORT OF DEFENDANTS’ MOTION TO STRIKE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Settlement on Plaintiff’s claims, (2) the impact 0f the Hakeem Settlement and Allied Universal Security Services’ (AUSS) acquisition 0f SOS Security on Plaintiffs ability to pursue claims on behalf of other individuals employed by other AUSS entities. On the same day, I sent an email to Plaintiff’s counsel proposing to exclude the claims released in the Jason Bell action and t0 put an end date on the class period that coincided with the date AUSS acquired SOS Security. Attached t0 this declaration as Exhibit A is a true and correct copy ofmy August 18, 2020 email. 4. On August 25, 2020, I emailed Plaintiff” s counsel t0 obtain their position concerning Defendants’ August 18th proposals to amend the complaint 0r file a stipulation regarding the same. I also requested their position concerning the impact of multiple collective bargaining agreements (CBAS) that contained judicial forum and class action waivers. In this email I proposed Plaintiff’s counsel exclude individuals covered by these agreements. Further, I requested to meet and confer concerning Plaintiff” s claims arising under California Labor Code Section 227.3 since her employment was governed by one 0f these agreements. Attached hereto as Exhibit B is a true and correct copy 0f this email. 5. On August 27th, 2020, I emailed Plaintiff’s counsel again to obtain their position concerning these threshold issues. Plaintiff” s counsel responded that they were Willing to exclude the claims released in the Jason Bell Complaint. Further, Plaintiff’s counsel requested the date of AUSS’s acquisition ofSOS Security and the basis for Defendants’ assertion that employees covered by CBAs should be excluded from the action. I emailed the information Plaintiff” s counsel requested the same day. Attached hereto as Exhibit C is a true and correct copy of this email chain. 6. On August 28th, I emailed Plaintiff’s counsel t0 request their position concerning Defendants’ proposal for an end date t0 the class period as well its proposal t0 exclude individuals covered by CBAS that contain judicial forum and class action waivers. Attached hereto as Exhibit D is a true and correct copy of this email. 7. As of the date of this motion, Plaintiff’s counsel has not substantively responded to whether they would agree to respond to Defendants’ (1) proposal to put an end date 0n the proposed class period t0 coincide with AUSS’S acquisition date 0f SOS Security to eliminate any overlap 2 Case No. 20CV362050_ DECLARATION OF ACE T. TATE IN SUPPORT OF DEFENDANTS’ MOTION TO STRIKE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 between the claims and entities released through the Hakeem settlement, (2) exclude individuals covered by CBAs that contain judicial forum and class action waivers, and (3) request t0 meet and confer concerning Plaintiff” s claims arising under California Labor Code Section 227.3 since Plaintiff” s employment was governed by a CBA. 8. Attached t0 this declaration as Exhibit D is a true and correct copy 0f the second amended complaint filed by Jason Bell in Alameda County Superior Court Case N0. RG17847734 entitled Jason Bell v. SOS Security, LLC filed on November 13, 2017. (“Bell Complaint”). 9. Attached to this Declaration as Exhibit E is a true and correct copy of the class and representative action settlement reached regarding the Bell Complaint filed With the Alameda County Superior Court 0n January 5, 2018 (“Bell Settlement”). 10. Attached to this Declaration as Exhibit F is a true and correct copy of the order granting final approval ofthe Bell Settlement signed by Alameda County Superior Court Judge Brad Seligman (“Bell Final Approval Order”). 11. Attached to this Declaration as Exhibit G is a true and correct copy of the first amended complaint filed by Maged Hakeem, Sherif Hakeem, and Barbara Sanchez against Universal Protection Service, LP, Sacramento County Superior Court Case N0. 34-2019-00270901 entitled Maged Hakeem, SherifHakeem, and Barbara Sanchez v. Universal Protection Service, LP 0n November 13, 2017 alleging class and representative claims (“Hakeem Complaint”). 12. Attached to this Declaration as Exhibit H is a true and correct copy 0f the class and representative action settlement reached regarding the Hakeem Complaint (“Hakeem Settlement”) filed With the Sacramento County Superior Court on January 23, 2020. (“Hakeem Settlement”). 13. Attached to this Declaration as Exhibit I is a true and correct copy 0f the order by Sacramento County Superior Court Judge David Brown adopting his tentative ruling granting final approval of the Hakeem Settlement. (“Hakeem Final Approval Order”) 14. Attached to this Declaration as Exhibit J is a true and correct copy complaint filed 0n February 26, 2020 by Plaintiff regarding her employment by Defendants at LAX Airport in Los 3 Case No. 20CV362050_ DECLARATION OF ACE T. TATE IN SUPPORT OF DEFENDANTS’ MOTION TO STRIKE \OOONQ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Angeles County Superior Court, Case No. ZOSTCV08068 entitled Esther Williams v. City ofLos Angeles; United Airlines, Inc. (“Williams Complaint”). 15. Attached to this Declaration as Exhibit K is a true and correct copy 0f AUSS’S acquisition announcement 0f SOS available on its webpage. (“SOS Acquisition Announcement”) The URL for the SOS Acquisition Announcement is https://www.aus.com/press-releases/allied- universal-and-sos-security-announce-industry-transformational-merger. I declare under penalty ofperjury of the laws 0f State of California that the foregoing is true and correct, and that this Declaration is executed on September 2, 2020 at Sacramento, California.7W Ace T. Tate 4 Case No. 20CV362050_ DECLARATION OF ACE T. TATE IN SUPPORT OF DEFENDANTS’ MOTION TO STRIKE \OOONQ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I am a citizen ofthe United States, more than eighteen years 01d, and not a party t0 this action. I am employed by the law firm Martenson, Hasbrouck & Simon LLP, and my business address is 455 Capitol Mall, Suite 601, Sacramento, California. On September 2, 2020, I served true copies of the following document(s): DECLARATION OF ACE T. TATE IN SUPPORT OF DEFENDANTS’ MOTION TO STRIKE PORTIONS OF PLAINTIFF’S COMPLAINT in the following manner(s): (By Hand Delivery) By causing such document(s) to be delivered by hand to the addresses shown below Via messenger. (By Overnight By placing said document(s) in a sealed envelope, postage Delivery) prepaid, and depositing said envelope for delivery t0 a facility regularly maintained by FedEx for overnight delivery. X (By Email 0r By causing such document(s) t0 be emailed or electronically E-Service) transmitted t0 the email addresses listed below, pursuant t0 a court order, an agreement 0f the parties, 0r other permissible reason. On the following interested parties in this action: Attorneys for Plaintiff Shaun Setareh Thomas Sega] Farrah Grant Setareh Law Group 3 1 5 South Beverly Drive, Suite 3 15 Beverly Hills, California 90212 Telephone (3 10) 888-7771 Facsimile (3 10) 888-0 1 09 Email: shaun@setarehlaw.com thomas@setarehlaw.com farrah setarehlaw.com I declare under penalty 0f perjury under the laws of the State 0f California that the above is true and correct. Executed 0n September 2, 2020. 5 Case No. 20CV362050_ DECLARATION OF ACE T. TATE IN SUPPORT OF DEFENDANTS’ MOTION TO STRIKE EXHIBIT A From: Ace T. Tate Sent: Tuesday, August 18, 2020 8:45 PM To: Shaun Setareh Cc: Jeremy T. Naftel Subject: Per Our Meet and Confer Call This Afternoon Attachments: Bell - SAdef; Jason Bell - Settlement Agreementpdf; Jason Bell Amended Order Granting Final Approval.pdf; Maged Hakeem FAdef; Fully Executed Hakeem Settlementpdf Shaun, thank you for taking the time today to get on the phone with Jeremy and myself. Per our meet and confer discussion this afternoon below is the information you requested. Existing SOS Security Cases Aaron Harbour v. SOS Security, Los Angeles County Superior Court Case No. 195TCV33232 - Filed Sept. 18, 2019 Brandon Muse v. SOS Security, Alameda County Superior Court Case No. RGZOO61122 - Filed May 11, 2020; Case No. R620066195 - Filed June 29, 2020 Nicholas Marmolejo, Bethany Kerby and Jerelle Ruloph v. SOS Security, Santa Clara County Case No. 20CV367423 - Filed June 22, 2020 Jason Bell v. SOS Security Attached you will find the second amended complaint, settlement agreement and the final approval order for the Jason Bell action. We propose by stipulation or through an amended complaint that you exclude pursuit of any claims arising on or before November 20, 2017 since they were released by the Bell action’s settlement. Hakeem v. Allied Universal Attached you will find the first amended complaint and the class/PAGA action settlement for the Hakeem v. Allied Universal action. As Jeremy stated on the phone the court tentatively granted final approval yesterday and had a hearing on the same today. The release covers all Allied entities. As such we also propose you end your class period at the date of Allied’s acquisition of SOS Security. We request that you get back to us a week from now so that we may plan accordingly. If you would like to discuss the foregoing issues further please do not hesitate to contact us. Ace T. Tate Attorney Martenson, Hasbrouck & Simon LLP 455 Capitol Mall, Suite 601 Sacramento, CA 95814 T: (916) 970-1433 | F: (916) 538-6524 Cell: (301)-512-6988 atate@martensonlaw | martensonlaw.com MARTEHSDN HASBRUUCK a SIMON LLP EXHIBIT B From: Ace T. Tate Sent: Tuesday, August 25, 2020 5:24 PM To: Shaun Setareh; Thomas Segal; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Attachments: SEIU- USWW SF BayArea Master Security CBA 2017-2021 Executed.pdf; SEIU USWW San Francisco Retail Assumption Agreementpdf; SElU-USWW LA Area Master Security CBA (8-5-1 7 through 6-30-21).pdf; SEIU USWW_Sacramento Security Agreement_2019 - 2023.pdf; USWW Sacramento 201 5-2019.pdf; LAX Master CBA 2017-22.pdf Shaun/Thomas/Farrah, Iwanted to follow up on the issues we discussed last week and the information we provided after the call with Shaun. We wanted to know whether you are willing to amend your complaint (or via stipulation) to exclude the claims released in the Jason Bell action. Further, we also wanted to know whether you would be willing to agree to put an end date on your class period of the acquisition date of SOS Security by Allied Universal in light of the Hakeem settlement and the multiple other actions pending against Allied Universal. We also wanted to bring to your attention an additional issue that was raised by previous counsel. Allied entered into multiple collective bargaining agreements that contain judicial forum and class action waivers. (See attached LA and SF Bay area master agreements at Art. 25.9 & 25.10) SOS executed agreements to be bound by these agreements. (See attached assumption agreements) Further, SOS Security entered into agreements with judicial forum and class action waivers as well. (See Sacramento Agreements Art. 25.9 & 25.10 and assumption agreement) We propose that any individuals covered by these agreements be excluded from the action as well via an amended complaint or through stipulation. Finally, your client's employment was governed by a collective bargaining agreement as well. We would like to meet and confer concerning your 227.3 claim. From: Shaun Setareh Sent: Wednesday, August 19, 2020 12:20 PM To: Ace T. Tate ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Thanks SLGISETAREH LAW GRUEIP Shaun Setareh, Esq. shaun@setarehlaw.com SETAREH LAW GROUP 3 15 South Beverly Drive, Suite 3 15 - Beverly Hills, California 90212 Telephone (310) 888-7771 - Facsimile (310) 888-0109 www.setarehlaw.com 1) Please consider the environment before printing this email. NOTICE: PLEASE BE ADVISED THAT THIS FIRM DOES NOT ACCEPT MEET AND CONFER LETTERS BY ELECTRONIC MAIL AND/OR FACSCIMILE UNLESS REQUIRED BY LAW OR MUTUAL AGREEMENT. THE USE OF ELECTRONIC MAIL AND/OR FACSIMILE IS STRICTLY FOR COURTESY PURPOSES ONLY. PLEASE ENSURE THAT ALL MEET AND CONFER LETTERS SENT TO THIS FIRM SHALL BE SENT BY U.S. MAIL, PERSONAL SERVICE OR OVERNIGHT COURIER WITH A COURTESY COPY BY ELELCTRONIC MAIL AND/OR FACSIMILE. This communication (including attachments, if any) constitutes an electronic communication Within the meaning 0f the Elactronic Communications Privacy Act, 18 U.S.C. § 2510, and its disclosure is strictly limited to the recipient intended by the sender of this message. This communication may contain confidential and privileged material for the sole use 0f the intended recipient and receipt by anyone other than the intended recipient does not constitute a loss 0f the confidential 0r privileged nature 0f the communication. Nothing contained herein should be construed as creating or intending to create an attorney-client relationship. Any and all communications are undertaken in an effort to evaluate potential claims and determine Whether we are interested in representing you. Unless and until a formal attorney-client contract/retainer agreement is signed by both the client and the firm, we will not take any action to protect your rights. From: Ace T. Tate Sent: Wednesday, August 19, 2020 12:11 PM To: Shaun Setareh ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Shaun, | will do so on the future. From: Shaun Setareh Sent: Wednesday, August 19, 2020 11:23 AM To: Ace T. Tate ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Ace, Please include Thomas and Farrah on future communications. Thanks SLGISE'I'AREH LAW GROUP Shaun Setareh, Esq. shaun@setarehlaw.com SETAREH LAW GROUP 3 15 South Beverlv Drive, Suite 3 15 - Beverly Hills, California 902 12 Telephone (3 10) 888-7771 - Facsimile (310) 888-0109 www.setarehlaw.com 1) Please consider the environment before printing this email. NOTICE: PLEASE BE ADVISED THAT THIS FIRM DOES NOT ACCEPT MEET AND CONFER LETTERS BY ELECTRONIC MAIL AND/OR FACSCIMILE UNLESS REQUIRED BY LAW OR MUTUAL AGREEMENT. THE USE OF ELECTRONIC MAIL AND/OR FACSIMILE IS STRICTLY FOR COURTESY PURPOSES ONLY. PLEASE ENSURE THAT ALL MEET AND CONFER LETTERS SENT TO THIS FIRM SHALL BE SENT BY U.S. MAIL, PERSONAL SERVICE OR OVERNIGHT COURIER WITH A COURTESY COPY BY ELELCTRONIC MAIL AND/OR FACSIMILE. This communication (including attachments, if any) constitutes an electronic communication within the meaning 0f the Electronic Communications Privacy Act, 18 U.S.C. § 2510, and its disclosure is strictly limited to the recipient intended by the sender of this message. This communication may contain confidential and privileged material for the sole use of the intended recipient and receipt by anyone other than the intended recipient does not constitute a loss 0f the confidential 0r privileged nature 0f the communication. Nothing contained herein should be construed as creating or intending t0 create an attorney-client relationship. Any and all communications are undertaken in an effort to evaluate potential claims and determine whether we are interested in representing you. Unless and until a formal attorney-client contract/retainer agreement is signed by both the client and the firm, we Will not take any action to protect your rights. From: Ace T. Tate Sent: Tuesday, August 18, 2020 8:45 PM To: Shaun Setareh Cc: Jeremy T. Naftel Subject: Per Our Meet and Confer Call This Afternoon Shaun, thank you for taking the time today to get on the phone with Jeremy and myself. Per our meet and confer discussion this afternoon below is the information you requested. Existing SOS Security Cases Aaron Harbour v. SOS Security, Los Angeles County Superior Court Case No. 19$TCV33232 - Filed Sept. 18, 2019 Brandon Muse v. SOS Security, Alameda County Superior Court Case No. R620061122 - Filed May 11, 2020; Case No. R620066195 - Filed June 29, 2020 Nicholas Marmolejo, Bethany Kerby and Jerelle Ruloph v. SOS Security, Santa Clara County Case No. 20CV367423 - Filed June 22, 2020 Jason Bell v. SOS Security Attached you will find the second amended complaint, settlement agreement and the final approval order for the Jason Bell action. We propose by stipulation or through an amended complaint that you exclude pursuit of any claims arising on or before November 20, 2017 since they were released by the Bell action’s settlement. Hakeem v. Allied Universal Attached you wi|| find the first amended complaint and the class/PAGA action settlement for the Hakeem v. Allied Universal action. As Jeremy stated on the phone the court tentatively granted final approval yesterday and had a 4 hearing on the same today. The release covers all Allied entities. As such we also propose you end your class period at the date of Allied’s acquisition of SOS Security. We request that you get back to us a week from now so that we may plan accordingly. If you would like to discuss the foregoing issues further please do not hesitate to contact us. Ace T. Tate | Attorney Martenson, Hasbrouck & Simon LLP 455 Capitol Mall, Suite 601 Sacramento, CA 95814 T: (916) 970‐1433 | F: (916) 538‐6524 Cell: (301)‐512‐6988 atate@martensonlaw | martensonlaw.com CONFIDENTIALITY NOTE: This e‐mail, and any attachment to it, may contain privileged and/or confidential information intended only for the use of the intended recipient of this e‐mail. If the reader of this e‐mail is not the intended recipient, you are hereby notified that reading, using, or disseminating this e‐mail, or any attachment to it, is strictly prohibited. If you have received this e‐mail in error, please immediately notify the sender by return e‐mail and then delete the original and any copies of this e‐mail, and any attachments to it, from your system. Thank you. CONFIDENTIALITY NOTE: This e‐mail, and any attachment to it, may contain privileged and/or confidential information intended only for the use of the intended recipient of this e‐mail. If the reader of this e‐mail is not the intended recipient, you are hereby notified that reading, using, or disseminating this e‐mail, or any attachment to it, is strictly prohibited. If you have received this e‐mail in error, please immediately notify the sender by return e‐mail and then delete the original and any copies of this e‐mail, and any attachments to it, from your system. Thank you. MiSI MART EN SO N HASBROUCK & SIMON LLP EXHIBIT C From: Ace T. Tate Sent: Friday, August 28, 2020 11:56 AM To: Shaun Setareh; Farrah Grant; Thomas Segal Cc: Jeremy T. Naftel Subject: FW: Per Our Meet and Confer Call This Afternoon Shaun/Farrah/Thomas, please advise as to the status of your position concerning issue #2 and issue #3. From: Ace T. Tate Sent: Thursday, August 27, 2020 3:55 PM To: Thomas Segal ; Shaun Setareh ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Thomas, thank you for your response. As to #2 the acquisition date was 12/31/2019. As to #3, it has been definitively established that federal labor law policy allows a union bargaining representative to agree to a judicial forum waiver of statutory claims on behalf of its members so long as such waiver is clear and unmistakable. (14 Penn Plaza v. Pyet't 556 U.S. 247 (2009).) Similarly, class action waivers are lawful as well. (See Epic Systems Corp. v. Lewis (2018) 138 S. Ct. 1612) Here, SEIU-USWW has validly waived their members’ rights to bring class/collective/representative claims in a civil forum as well as the right to participate in one. These individuals must bring such claims on an individual basis exclusively through the grievance and arbitration procedure. The current SOS CBA for Sacramento/Yolo/Placer counties states ”The Union and the Employer intend that the grievance and arbitration provisions in the Collective Bargaining Agreement shall be the exclusive method of resolving all disputes between the Employer and the Union and the employees covered by this Agreement... The grievance and arbitration provisions shall also cover "Wage and Hour Claims or Disputes," which shall include all state and federal statutory claims...” (Art. 25.9, p. 29 of the agreement) The provision goes on to explicitly identify topically the claims Ms. Williams alleges including meal and rest periods, vacation pay, expense reimbursement, unpaid wages and all wage and hour related matters including those arising under PAGA. (ld.) It then goes on to explicitly identify the actual statutes associated with these claims as well as those concerning claims for minimum and overtime wages, the timely payment of wages during employment, those due at separation, wage statements and those claims arising under the wage orders. (ld.) SEIU-USWW’s waiver is clear and unmistakable. As such, covered employees can only bring the claims Ms. Williams alleges through the grievance and arbitration procedure. Nor can covered employees participate in Ms. Williams’ action. The CBA also expressly prohibits covered employees from participating in any class or representative proceeding. (Art. 25.10(d)(i) & (ii), p. 31 of the agreement) Rather, they can only bring wage and hour claims in their individual capacities through the grievance and arbitration procedure, not a civil forum. ”For avoidance of doubt, the Union, as the exclusive bargaining representative of employees covered by this Agreement, agrees that the employees covered by this Agreement waive their right to assert Wage and Hour Claims or Disputes in state or federal court as members of a class and/or collective action or as the representative/Iead plaintiff of a class and/or collective action.” (Art. 25.10(d), p. 31 of the agreement). SEIU-USWW’s waiver of their members’ right to participate in the class claims brought by Ms. Williams in her action is clear and unmistakable. SEIU-USWW agreed to the same prohibitions on behalf of its members in the LA Area Master Agreement (2017 - 2021) to which SOS is a party. Moreover, SOS signed an assumption agreement to be bound by the SF Bay Area master agreement that also contains the foregoing provisions. From: Thomas Segal Sent: Thursday, August 27, 2020 12:27 PM To: Ace T. Tate ; Shaun Setareh ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Ace On 1, we would agree to exclude claims released in Bell. On 2, what is the date that Allied acquired SOS? On 3, can you explain why you believe the claims asserted in our case are subject to CBAs? Thanks. From: Ace T. Tate Sent: Thursday, August 27, 2020 12:09 PM To: Shaun Setareh ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: FW: Per Our Meet and Confer Call This Afternoon Importance: High Shaun/Thomas/Farrah, Iwanted to follow up on this email since we have not yet received any substantive response to our meet and confer efforts t0 limit the scope of the action you filed on behalf of Ms. Williams based on multiple threshold issues. Please respond whether you will agree to limit Ms. Williams’ action through an amended complaint or stipulation concerning the following: 1. Will you agree to amend the class period to exclude the claims released in the Jason Bell action, yes or no? 2. Will you agree to amend to include the date Allied Universal acquired SOS Security as an end date to your proposed class/representative period in light of the Hakeem settlement (which received final approval yesterday) and the significant number of duplicative cases filed prior to your case, yes or no? 3. Will you agree to exclude employees covered by a collective bargaining agreement that includes judicial forum/class action waivers, yes or no? Please provide responses by noon pacific time tomorrow, Friday August 28‘“ otherwise we will have to file our motion. From: Ace T. Tate Sent: Tuesday, August 25, 2020 5:24 PM To: Shaun Setareh ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Shaun/Thomas/Farrah, Iwanted to follow up on the issues we discussed last week and the information we provided after the call with Shaun. We wanted to know whether you are willing to amend your complaint (or via stipulation) to 2 exclude the claims released in the Jason Bell action. Further, we also wanted to know whether you would be willing to agree to put an end date on your class period of the acquisition date of SOS Security by Allied Universal in light of the Hakeem settlement and the multiple other actions pending against Allied Universal. We also wanted t0 bring to your attention an additional issue that was raised by previous counsel. Allied entered into multiple collective bargaining agreements that contain judicial forum and class action waivers. (See attached LA and SF Bay area master agreements at Art. 25.9 & 25.10) SOS executed agreements to be bound by these agreements. (See attached assumption agreements) Further, SOS Security entered into agreements with judicial forum and class action waivers as well. (See Sacramento Agreements Art. 25.9 & 25.10 and assumption agreement) We propose that any individuals covered by these agreements be excluded from the action as well via an amended complaint or through stipulation. Finally, your client's employment was governed by a collective bargaining agreement as well. We would like to meet and confer concerning your 227.3 claim. From: Shaun Setareh Sent: Wednesday, August 19, 2020 12:20 PM To: Ace T. Tate ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Thanks SLGIS E'I'AREH LAW GROUP Shaun Setareh, Esq. shaun@setarehlawcom SETAREH LAW GROUP 3 15 South Beverlv Drive, Suite 3 15 - Beverly Hills, California 902 12 Telephone (3 10) 888-7771 - Facsimile (310) 888-0109 www.setarehlaw.com 1) Please consider the environment before printing this email. NOTICE: PLEASE BE ADVISED THAT THIS FIRM DOES NOT ACCEPT MEET AND CONFER LETTERS BY ELECTRONIC MAIL AND/OR FACSCIMILE UNLESS REQUIRED BY LAW OR MUTUAL AGREEMENT. THE USE OF ELECTRONIC MAIL AND/OR FACSIMILE IS STRICTLY FOR COURTESY PURPOSES ONLY. PLEASE ENSURE THAT ALL MEET AND CONFER LETTERS SENT TO THIS FIRM SHALL BE SENT BY U.S. MAIL, PERSONAL SERVICE OR OVERNIGHT COURIER WITH A COURTESY COPY BY ELELCTRONIC MAIL AND/OR FACSIMILE. This communication (including attachments, if any) constitutes an electronic communication within the meaning 0f the Electronic Communications Privacy Act, 18 U.S.C. § 2510, and its disclosure is strictly limited to the recipient intended by the sender of this message. This communication may contain confidential and privileged material for the sole use of the intended recipient and receipt by anyone other than the intended recipient does not constitute a loss 0f the confidential 0r privileged nature 0f the communication. Nothing contained herein should be construed as creating or intending t0 create an attorney-client relationship. Any and all communications are undertaken in an effort to evaluate potential claims and determine Whether we are interested in representing you. Unless and until a formal attorney-client contract/retainer agreement is signed by both the client and the firm, we will not take any action to protect your rights. From: Ace T. Tate Sent: Wednesday, August 19, 2020 12:11 PM To: Shaun Setareh ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Shaun, | will do so on the future. From: Shaun Setareh Sent: Wednesday, August 19, 2020 11:23 AM To: Ace T. Tate ; Thomas Segal ; Farrah Grant Cc: Jeremy T. Naftel Subject: RE: Per Our Meet and Confer Call This Afternoon Ace, Please include Thomas and Farrah on future communications. Thanks SLGIS E'I'AREH LAW GROUP Shaun Setareh, Esq. shaun@setarehlaw.c0m SETAREH LAW GROUP 3 15 South Beverlv Drive, Suite 3 15 - Beverly Hills, California 90212 Telephone (3 10) 888-7771 - Facsimile (3 10) 888-0109 www.setarehlaw.com 1) Please consider the environment before printing this email. NOTICE: PLEASE BE ADVISED THAT THIS FIRM DOES NOT ACCEPT MEET AND CONFER LETTERS BY ELECTRONIC MAIL AND/OR FACSCIMILE UNLESS REQUIRED BY LAW OR MUTUAL AGREEMENT. THE USE OF ELECTRONIC MAIL AND/OR FACSIMILE IS STRICTLY FOR COURTESY PURPOSES ONLY. PLEASE ENSURE THAT ALL MEET AND CONFER LETTERS SENT TO THIS FIRM SHALL BE SENT BY U.S. MAIL, PERSONAL SERVICE OR OVERNIGHT COURIER WITH A COURTESY COPY BY ELELCTRONIC MAIL AND/OR FACSIMILE. This communication (including attachments, if any) constitutes an electronic communication within the meaning of the Electronic Communications Privacy Act, 18 U.S.C. § 2510, and its disclosure is strictly limited t0 the recipient intended by the sender of this message. This communication may contain confidential and 4 privileged material for the sole use 0f the intended recipient and receipt by anyone other than the intended recipient does not constitute a loss 0f the confidential or privileged nature 0f the communication. Nothing contained herein should be construed as creating or intending t0 create an attorney-client relationship. Any and all communications are undertaken in an effort to evaluate potential claims and determine Whether we are interested in representing you. Unless and until a formal attorney-client contract/retainer agreement is signed by both the client and the firm, we will not take any action to protect your rights. From: Ace T. Tate Sent: Tuesday, August 18, 2020 8:45 PM To: Shaun Setareh Cc: Jeremy T. Naftel Subject: Per Our Meet and Confer Call This Afternoon Shaun, thank you for taking the time today to get on the phone with Jeremy and myself. Per our meet and confer discussion this afternoon below is the information you requested. Existing SOS Security Cases Aaron Harbour v. SOS Security, Los Angeles County Superior Court Case No. 195TCV33232 - Filed Sept. 18, 2019 Brandon Muse v. SOS Security, Alameda County Superior Court Case No. R620061122 - Filed May 11, 2020; Case No. R620066195 - Filed June 29, 2020 Nicholas Marmolejo, Bethany Kerby and Jerelle Ruloph v. SOS Security, Santa Clara County Case No. 20CV367423 - Filed June 22, 2020 Jason Bell v. SOS Security Attached you wi|| find the second amended complaint, settlement agreement and the final approval order for the Jason Bell action. We propose by stipulation or through an amended complaint that you exclude pursuit of any claims arising on or before November 20, 2017 since they were released by the Bell action’s settlement. Hakeem v. Allied Universal Attached you will find the first amended complaint and the class/PAGA action settlement for the Hakeem v. Allied Universal action. As Jeremy stated on the phone the court tentatively granted final approval yesterday and had a hearing on the same today. The release covers all Allied entities. As such we also propose you end your class period at the date of Allied’s acquisition of SOS Security. We request that you get back to us a week from now so that we may plan accordingly. If you would like to discuss the foregoing issues further please do not hesitate to contact us. Ace T. Tate Attorney Martenson, Hasbrouck & Simon LLP 455 Capitol Mall, Suite 601 Sacramento, CA 95814 T: (916) 970-1433 | F: (916) 538-6524 Cell: (301)-512-6988 atate@martensonlaw | martensonlaw.com ‘ MARTEHSOM HASBROUCK l a SIMON LLP 6 CONFIDENTIALITY NOTE: This e‐mail, and any attachment to it, may contain privileged and/or confidential information intended only for the use of the intended recipient of this e‐mail. If the reader of this e‐mail is not the intended recipient, you are hereby notified that reading, using, or disseminating this e‐mail, or any attachment to it, is strictly prohibited. If you have received this e‐mail in error, please immediately notify the sender by return e‐mail and then delete the original and any copies of this e‐mail, and any attachments to it, from your system. Thank you. CONFIDENTIALITY NOTE: This e‐mail, and any attachment to it, may contain privileged and/or confidential information intended only for the use of the intended recipient of this e‐mail. If the reader of this e‐mail is not the intended recipient, you are hereby notified that reading, using, or disseminating this e‐mail, or any attachment to it, is strictly prohibited. If you have received this e‐mail in error, please immediately notify the sender by return e‐mail and then delete the original and any copies of this e‐mail, and any attachments to it, from your system. Thank you. CONFIDENTIALITY NOTE: This e‐mail, and any attachment to it, may contain privileged and/or confidential information intended only for the use of the intended recipient of this e‐mail. If the reader of this e‐mail is not the intended recipient, you are hereby notified that reading, using, or disseminating this e‐mail, or any attachment to it, is strictly prohibited. If you have received this e‐mail in error, please immediately notify the sender by return e‐mail and then delete the original and any copies of this e‐mail, and any attachments to it, from your system. Thank you. EXHIBIT D \OOOQQLh-bDJN.‘ N N N N N N [\J M N r-i H n-t H ,-- ~- H o-s p-n t_- Larry W. Lee, Esq. SBN 12281 75 DIVERSITY LAW GROUP, P.C. 515 S. Figuefoa St., Suite 1250 Los-Angeles, CA 90071 ’ Telephone: (21.3) 488-65515 Facsimile; (213) 488-6554 Attorneys; for'Plaintiff and :the Class. *ADDITIONAL ATTORNEYS LISTED'ON NEXT ‘PAGE . “mluiummvgwgg‘umm_.,___.__.. Fllfifi ALAMEDA COUNTY ' NOV 13.2017 - CLERK OP THE SUPERIOR COURT By i7 SUPERIOR COURT 0F CALIFORNIA COUNTY 0F ALAMEDA JASON BELL, as an individual and op behalf of all otherssimilarly situated, Plaintiffs, vs. ' SOS SECURITY, LLC., a Limited Liability Company, and DOES l through 50, inclusive, Defendants. . Case No. RGl7847734 - Brad? . SECOND AMENDED CLASS ACTION COMPLAINT FOR DAMAGES FOR: (1) VIOLATION 0F CAL. LABOR CODE §§ 226.7 AND 512 FOR FAILURE T0 PROVIDE A MEAL PERIODS; (2) VIOLATION 0F CAL. LABOR CODE § 226.7 FOR FAILURE T0 PROVIDE REST PERIODS; ' - (3) VIOLATION 0F CAL. LABOR. CODE §§ _ 221-226 & 2802 FOR FAILURE TO REIMBURSE FOR BUSINESS RELATED EXPENSES; (4) VIOLATION 0F CAL. LABOR CODE §§ 510, 558, 1194, 1194.2, 1197,_1197.1, 1198 and 1199 FOR FAILURE To PAY MINIMUM, REGULAROR OVERTIME WAGES; (5) VIOLATION 0F CAL. LABOR CODE §§ 226(a), 226.3 & 1174 FOR FAILURE To PROVIDE AND MAINTAIN ACCURATE AND COMPLETE WAGE STATEMENTS; (6) VIOLATION 0F CAL. LABOR CODE §§. 201.3, 204 & 2041; FOR FAILURE To PAY WAGES 1N A TIMELY MANNER; (7) VIOLATION 0F LABOR CODE SECTION 2698, ET SEQ.; AND (8) VIOLATION 0F CALIFORNIA BUSINESS & PROFESSIONS CODE §17200 ET SEQ. l SECOND AMENDED CLASS ACTION COMPLAINT AWN \DOOQO‘NM 10 ll 12 13 14 15. 16 17 18' i 19 20 21 22 23 24' 25 26 27 28, 0 ADDITIONAL COUNSEL Edward W. Choi, Esq. SBN 2] 1334 _ 515 S. Figueroa SL, Suite 1250 Los Angeles, CA 90071 Telephone: (213) 381-1515 Facsimile: (213) 465-4885 Attorneys for Plaintiff and tPne Class ‘ LAW OFFICES 0F CH‘OI & ASSOCIATES fl 2 William L. Marder, Esq. (SSN 17013 1) POLARIS LAW GROUP 501 San Benito Street, Suite 200 Hollister, CA 95023 Telephone: (831) 531-4214 Facsimile: (831) 634~0333 SECOND AMENDED CLASS ACTION QOMPLMNT \OWVQM-bWNr-t WQGMhWNHOWWQO‘U‘t-RWNHO PlaintiffJASON BELL (“Plaintiff’) hereby submits this Second Amended Class Action Complaint (“Complaint”) against Defendant SOS SECURITY, LLC.. (“Defendant”) and DOES l through 50 (hereinafiér collectively referred to as “Defendants”) .on behalf of Himself and the’ class 'of all other similarly situated current ahd fonner employees‘of Dcfendénts for unpaid wages and penalties under the California Labor Code, and for restitution as follows: l INTRODUCTION 1. This class action is within the Court’s jurisdiction under California Labor Codes, and the applicable Wage Orders of the California. Industrial Welfare Commission (“IWC”) and the California Unfair Competition Law (the “UCL”), Business and Professions Code § 17200, et seq. ' 2. This. complaint ch-allenges syst§mic illegal employment practices resulting in violations of the California Labor Code and thé UCL against individuals who worked for Defendants. I 3. Plaintiff is informed and believés, ahd based thereon alleges, that Defendants, jointly and severally, have acted intentionally and with deliberate indifference and conscious disregard to the rights ofiall employees in receiving proper rhea] and rest breaks, receiving reimbursement for business expenses, receiving proper wages earned, receiving timely wages in compliance with Labor Codes, and compliant wage statements. .4.I Plaintiff is informed and believes, and based thereon alleges, that Defendants have engaged in, among other: things a system of willful violations ofthe C'alifomiaLabor Code and the UCL by creating and maintaining policies, practices and customs that knowingly deny h I employees the above stated rights and benefits, ‘ 5. The policies, practices and customs of defendants described above an‘d below have resulted 'in- unjust enrichment of Defendafits and ain‘unfair business advantage over businesses that routinely adhere to the strictures of the California Labor Code and the UCL. > JURISDICTION AND VENUE 6. The Court has jurisdiciion over the violations of the California Labor Codes and‘ the UCL. h 3 SECOND AMENDED CLASS ACTION COMPLAINT M#WN \OOO'QON 10 11 12 13 '14 15 16' l7 ’ 18 19 20 21 22 23 24 25 26 27 28 II. o 7. Venué is proper in Alameda County because Defendant’s corporate offices are I located within Alameda County. I PARTIES, 8. ' In 201 5, Plaintiffwas hired by the Defendant t0 work as a security guard/officer. Plaintiffworked for Defendant until 9n 0r about January 18, 2017. During his employment, Plaintiff was paid on an hourly basis as a non-exémpt employee. 9. Piaintifi‘was and is the victim of the policies, practices, and customs of Defendants complained‘of in this action in ways that have deprived them of the rights guaranteed by California Labor Codes and the UCL. I 10. Plaintiff is informed and believes, and based thereon alleges, that Defendant I provides security sewicés' throughout the United States, including numerous locations in thp State of California. 11. V Plaintifi‘ is informed and believes, and based thereon alleges, that at all times herein mentioned Defendant and Does 1 through 50, are and were corporations, business entities, individuals, arid partnerships, licensed to do business and actually doing business in the State of California. As such, and based upon all the facts and circumstances incident. to. Defendants” ’ business, Defendants are subject to California Labor COdes and the UCL. - 12. Plaintiff does not know the true names or capacities, whether individual, partner or corporate, 0f the Defendant sued herein as Docs 1 through 50, inclusive, and for that reason, said Defendants are sued under such fictitious names, and Plaintiff prays for leave ’to amend this complaint when the true names and capacities are known. Plaintiff is informed and believes and based thereon alleges that‘each of said fictitious Defendants was responsible in some way for the matters alleged heréin and proximately caused Plaintiff and members of the general public and class to be subject to the ii-legal employment practices, wrongs and injuries complained of herein; ‘ 13. At all times herein mentioned, each of said Defendants participated in the doing _ of the acts hereinafter alleged to have been done by the named Defendants; and furtherrriore, the Defendants, and each of them, were the agents, servants and employees of each 0f the 'other Defendants, as well as the‘ agents of all Defendants, and at all times herein mentioned, were 4 SECOND AMENDED CLAss ACTION COMPLAINT \oooqcxm'hwm... NNNNNNNNNr-b-IHHI-bt-H-u-np-o “\lmm-PWNHOKDOOQQM-PWNHO (p '- . .0 acting within the course and scope of said agency and employment. 14. Plaintiff is inforined and believes, and based thereon alleges, that at all times material hereto, each of the: Defendants named herein was the agént, employee, alter ego .and/or joint venturer of, or working in concert with each 0fthe Other co-Deféndants and was acting within the course and scope of such agency, employment, joint venture, or concened activity. To the extent said acts, conduct, and omissions were perpetrated by certain Defendants, each of the remaining Defendants confirmed and ratified said acts, conduct, and om‘issionsof the acting Defendants. I 15. - At all times herein mentioned, Defendants, and each of them, ‘were members 0f, and engaged in; a joint ventufe, partnership and common enterprise, and acting within tfie course and scope of, and in pursuance of, saidjoint venture, partnership and common enterprise. _ 16. 'Af a1] times herein mentioned, the acts and omissions of various Defendants, and each of them, concurred and. contributed to the various acts find omissions of each fihd all of the other Defendants in proximately causing the injuries and damages as herein alleged. At all times herein mentioned, Defendants, and each 0f them, ratified each and every act or’orriissiqn complained of herein. At all'. times herein mentioficd, Defendants, and each ofthem, aided and abetted the acts and omissions of each and all of the other Defendants in proximately causing the damages as herein alleged. I , CLASS ACTION ALLEGATIONS 17. Definition: Th‘e flamed individual Plaintiff seeks class certification, pursuant to California Code of Civil Procedure § 382. Plaintiffpropos'es the following Class and Subclasses} a. A11 employees. who werehemployed by Defendants in the State of California at any time from'January 31, 2013 through the present as a security officer/guard (the “Class”); ' I b. All employees who were employed by Defendants in the State of California at ' any tiime from January 31, 2013 through the preseht as a security officer/guard and who worked more than five (5) hours in any work shift (the “Meal Period Subclass”); ' 5 SECOND AMENDED CLASS ACTION COMFLAINT KO 06 \J ON 1K): «h La) N h-i N N N N -N N N N N H r-i I-I I'-- H h-A p-t -- 1-- .-a " I I l c. All employees who were employed by Defendants in the State of California at any time from January 31, 2013 through the present as a security officer/guard and who worked three and one-half (3.5) hours or more in any work shift (the “Rest Period Subclass”);‘ 18. Numerosity and Ascertainability: The members of the Class are so numerous that joinder of all members would be impractical, if not impossible. The identity of the members ‘ of the Class is readily ascenainable by review of Defendants’ records, including payroll records. Plaintiff is informed and beiiieves, and based thereon alleges, that Defendants: (a) failed to provide meal periods; (b) failed to provide re§t periods; (c) failed t0 reimburse for business i‘el'ated expenses; (d) failed 1:0 pay minimum, regular or overtime wages; (e) failed to firovidc accurate and complete Wage statements; and (t) failed to pay wag'eshin a timely manner. ' 19. Adequacy oi’Representation: The nanied Plaintiff is fully prepared to take all necessary steps to represent fairiy and adequately the interests of the class defined above. Plaintiff‘s attorneys are ready, willing and able to fully and adequately represent the class and the individual Plaintiff. Plaintiff’s attorneys have prosecuted and settled wageiI-and:hour class actiqns in the past and currently havé ahumber of wagé-and-hour class actions pending i'n Califomi'a state and federal courts. 20. Defendants uniformly administered a corfiorate policy, practice .of: (a) failed to provide meal periods; (b) failed to provide rest periods; (c) failed to reimbursefor business ' related expenses; (d) failed to- pay minimum, regular or oyertime wages;-(e) failed to provide and maintain accurate and complete wage statements; and (f) failed to pay wages in a time]? manner. ' 21. Pléintiff is informed and believes, and based thereon alleges, that this corporate conduct is accbmplished with the advance knowledge and designed intent to willfully and ihtentionally fail to accurately record proper rates' 0fpay, hours worked, net wages, and deductions. A ‘ 22. Plaintiff i's informédfind believes, and based thereon alleges, that. Defendants had a consistent and uniform policy, prac'tice and procedure of Willfully failing to comply with Labor Codes and the UCL. 6 SECOND AMENDED CLASS ACTION COMPLAINT H \DOOQGLhthN .43 _ o 23. Common Question of'Law and Fact: There are predominant common questions of law and fact and a cofinlunity of interest amongst Plaintiffand the claims of the Class conce‘ming Defendant’s policy and practice of: (a) failed to provide meal periods; (b) failed to provide'rest periods; (c) failed to reimburse for business related expenses; (d) failed to pay . minimum, regular or overtime'wages; (e) failed to provide and maintain accurate and complete wage statements; and (f) failed to pay wages in a timely manner. ‘ 24. Typicality: The claims of Plaintiff are typical. of the claims 0f all members of the Class in that Plaintiff suffered the harm alleged in-this Compiaint in a similar and typical mannér aé the Class members. As with all other employees in the State of California, Plaintiff and other class members received houfly pay. Nevertheless, Defendant failed to provide all proper nieal and rest breaks, failed to reimburse all'work-relatéd expenses, and failed pay the wages fully and in a timely manner. Defendant also failed to provide Plaintiff and blass members with itemized wage statements containing aLll required information. 25. The Califomia Labor Code and upon which Plaintiff bases 'these claims are . broadly remedial in nature. These laws and labor standards serve an important public interest in establishing minimumworking conditions and standards in California. Tlfese laws and labor standards protect the average working employee from exploitation by employersrwho may seek to take advantage of superior economic and bargaining power in setting onerous termé and' conditions of employment. 26. r The nature of this action and the fomét 0f laws available to Plaintiff and members of the Class identified herein .make the class action format a pargicularly efficient and _ appropriate procedure t0 redress the wrongs alleged herein. If each employee-were required to file an individual lawsuit, the ciofporate Defendants would necessarily gain' an unconscionable advantage since it would be able to eXploit and overwhelm the limited resourCes of each I individual plaintiffwith their vastly superior financial and legal resources. Requiring each Class member to pursue and individual remedy would also discourage the assertion of lawful claims by employees who would be disinclined to file an action against their former and/or current employer for real and justifiable fear of retaliation and pemlatient damage to their careers a't 7 SECOND AMENDED CLASS ACTION COMPLAINT V \OOOQQm-DUJN ‘NNNM.NNNNNHHHH'_HH.-_H ooqoxuuhwwb-aoxo-ooqmmpwwl-‘o H n I‘ subsequent employment. 27. The prosecfition 0f separate actions by the individual class méfnbers, even if possible, would create a substantial risk of (a) inconsistent or varying adjudications with respect to individual Class members against the Defendants and which would establish potentially incompatible standards of conduct for the Defendants, and/or (b) adjudications with respect to individual Class members which would, as a practical matter, be dispositive ofthe interest 0f the ‘ other Class members not parties to the adjudications or which would substantially impair or impede the ability of the Class members to protect their interests. Further, the claims of the individual members of the Class are not sufficiently largé to warrant vigorous individual prosecution considering all ofthe concomitant costs and expenses. 28. Such a pattern, practice and uniform administration of corporate policy regarding illegal employee compensation described herein is unlawful and creates an entitlement to fecovery by Plaintiff and the Class identified herein, in a civil action, for unpaid minimum and overtime wages, meal and rest break premiums, unpaid reimbursements, applicabic pefialties, reasonable attomeys’ fees, and costs of suit according to the mandate of California Labor Code §§ 201-203, 226, 1194, 2699 and Code of Civil Procedure §- 1021.5. 29. Proof of a‘czonimon business practice or factual pattern, which the named Plaintiff experienced and is represéntative of, will establish the right of each 0f the members of the Plaintiff Class to recovery on the causes of action alleged herein. 30. The Plaintiff Class is commonly entitled to a specific fund with respeét to the compensatidn illegally and unfairly retained by Defendants. The Plaintiff Class is commonly entitled to restitution of those funds being improperly withheld by Defendants. This action is brbught for the benefit of the entire class and wil-l result in the creatioh of a common fund. _/// ' /// I /// /// . /// 8 SECOND AMENDED CLASS ACTION COMPLAINT H ko-ooqoum-aww N N N N N N MN N !-| H r-n'b-i r-d )- I-n r- p- y-s OOQONMAUJNI-‘OOOOQQMADJNHO " 1 '‘- . . I FIRS’I“ CAUSE 0F ACTION FORfiOLATIOfi OF LABOR CODE 8 226.7 AND 512 REGARDING MEAL PERIéDS (AGAINST ALL’ DEFENDANTS BY PLAINTIFF AND 0N BEHALF OF THE CLAQ 31. Plaintiff re-alleées and incorporates by reference paragraphs 1 through 30 as ‘ though fillly set for herein. _ ‘ I ' ' 32. DEFENDANTS failed in their affirmative obligation to provide all of theif employees, including Plaintiff and other members 0f Class, the opportunity to take ineal periods in accordancé With. the mandates ofthe California Labor Code and the applicable IWC Wage Order. Plaintiff and other members of Class were suffered and permitted f0 work through legally Iretquired meal breaks and. were denied theoppdrtunity to take their meal breaks. As such, DEFENDANTS are responsible for paying premium compensation for missed meal periods pursuant to Labor Code § 226.7 and 512. 33. Plaintiff and other members of Class regularly worked in excess of five (5) hours .pef day and accordingly had a right- to take a 30-minute meal period each day worked in excess of fivé (5) hours. Furthermore, Plaintiff and other members of Class who worked in excess 0f ten (10) hours per day had a right to take a second 30-minute meal period each day worked in excess of ten (10) hours.’ ‘ l. ’ . . ' 5‘ '34. As a pattern and inactice, DEFENDANTS regularly required employees t_o work throughtheir meal periods Without proper compensation and denied Plaintiff and their employees the right to take proper meal periods as required‘by law. 35. This policy of requiring efnployees to work through their legally mandated meal periods and not allowing them to take profier meal periods is a violation of California law. 36. Plaintiff is informed and believes and based thereon alleges that DEFENDANTS willfully failed to pay employees who were not provided the 6pport1¥nity to take meal breaks the premium compensation set out in Labor ’Code § 226:7 and that Plaintiff find those employees similarly situated as him are owed wageé for the meal period violations set forth above. Plaintiff is infomed and believes and based thereon alleges DEFENDANTS’ willful. "failure to provide Plaintiff and other members of Class the wages due and owing them upon separation from 9 SECOND AMENDED CLASS ACTION COMPLAINT \ooo-qmmbw-Ni-g I NM MN MN N N Mud I-ir-I I-n h-r g- hnvu- p- y.- OOQONUIAWNHOQWQQU’I-bWNb-‘O 9" employment results in é éo‘ntinued payment of wgges ufi to thirty (30) days from the time the wages were due. Therefdrc, Plaintiff and other members of Class who have separated from employment are entitled to Icompensation pursuant to Labor Colds § 203. ' 37. Such a pattern, practice and uniform administration of cimporate policy as described herein is unlawful and creates an entitlement to recovery by the Plaintiff and othe‘r members of Class identified herein, in a civil action, for the unpaid balance of the unpaid premium compensation pursuant to Labor Code § 226.7 and‘ 5121including interest thereon, penalties, reasonable attomcy’s fees, and costs of suit. 3 SECOND CAUSE 10F ACTION ' FOR VIOLATIONOF LABOR'CODE §226.7 REGARDING REST PERIODS (AGAINST ALL DEFENDANTS BY PLAINTIFF AND 0N BEHALF OF THE CLASS) 38. Plainfiff re-ailleges and incomorates by reference paragraphs l through 37 as though fully set for herein. ' I ' 39. DEFENDAN’TS failed in their affirmative obligatiOn to provideall of their employees, including Plaintiff and other members of Class, the opportunity to take rest periods in accordance with the mandates of the California Labor Code and the applicable IWC Wage Order. Plaintiff and other members pf Class were suffered and permitted to work thrbugh legally I required rest breaks and were denied the opportunity to take their rest breaks. As such, DEFENDAN-TS are responsible for paying premium compensation for missed rest periods pursuaht to Labor Code § 226.73 40. Plaintiff and other‘members 0f Class regularly worked shifts O_f t_hree and one-h‘alf‘ hours (3.5) hours or more per day aridaccordingly had a right to take a 10-minute rest period ' each day. Furthermore, Plaintiff and other members of Class who worked shifts of seven and one-half (7.5) hofirs or more per day had a right to take a second 10-minute rest period. 41. As a pattern aand practice, DEFENDANTS regularly required employees t0 work through their rest periods without proper 00mpensation and denied Plaintiff and theiremployees . the right to take proper rest periods as required by law. 42. " This policy 0f requiring employees t0 work through their legally mandated rest 10 ‘ SEC0N1) AMENDED CLASS AchON COMPLAINT KOOOQOMAUJNH N'N N [\J N N N N N H v-i v- r-- 1-- t- h-a r- n-- u-x 0° Q m UI h W,I\J H O \O 00 fl Ox U1 A w N *-* O "il'. 0' periods and not allowing them to take proper rest periods is a violation of California law. 43. Plaintiff is informed and believes and based thereon alleges that DEFENDANTS' I willfully failed t6 pay employees who were not provided the Opportunity to take rest breaks the premium compensation set out in Labor Code § 226.7 and that Plaintiff and those employees similarly situated as him are owed wages for the rlcst period violations set forth above. Plaintiff is informed and believes and based thereon alleges DEFENDANTS’ willful failure to provide Plai-ntiff and other members of Class the wages due and owing them upon separation from employment results in a continued payment ofwages up f0 thirty (30) days from the time thé I wages were due. Therefore, Plaintiff and other members of Class who have separated from employment are entitled to compensation pursuant to Labor Code § 203. 44. Such a pattem, practice and unifgrm administration of corporate policylas described herein is unlawful and creates an entitlement to recovery by the Plaintiff and other members of Class identified herein, in a civil action, for the unpaid balance 6f the finpaid» premium compensation pursuant to Labor Code § 226.7 and IWC Wage Order No. 5 § 12(B), including interest thereon, penalties, reaéonable attomey’s fees, and costs of suit. THIRD CAUSE OF ACTION . MATION OF LABOR CODE 221-226 & 2802 E91! UNREIMBUSED BUSINESS EXPENSES I LGAJNST ALL DEFENDANTS BY PLAINTIFF AND QN BEHALF 0F THE CLASS) 45_. Plaintiff re-a'lleges and incorporates by reference paragraph‘s l through 44 as _ though fully set for herein. l. ‘ § 46. This cause ofaction is brought pursuant to California Labor Code § 2802 which provides that employees are entitled to be. indemnified for ex‘pensés and losses in discharging the dutieé of their employers." I l 47. As a pattern and practice, Defendants regularly failed to reimburse and indemnify Plaintiff and the Class members for the maintenance ofwork uniforms’nécessary t0 discharging their duties for Defendants. I 48. As a pafiem and practice, Defendants had a uniform corporate pattern and 11‘ ‘SE'COND AMENDED CLASS ACTION COMPLAINT \ \DOONONLh-RUJNH NNNNNNNNNt-‘HH-wn-HI-o-sn-t 00 Q O\ U! A U) N |-‘ O'\D 00 \J ON Uh A w N r-d O < .practicé ahd procedure regarding the above pfactices in violation of California Labor Code §'§221-226 and 2802, 49. Such a pattern, practice and uniform administration of corporate policy regarding illegal employee compensation as described herein is unlawful and creates an entitlement to recovery by Plaintiff in a civil actibn, for the unpaid balance of the full amount ofdamages owed, including interest thereon, penalties, attomey’s fees; and costs of suit according to the mandate of California Labor Code §§ 2210.26 and 2802, et seq. FOURTH CAUSE 0F ACTION- VIOLATION OF LABOR CODE I 510 558 1194 1194.2 1197 1197.1' 1198 .1199 FOR ”FAILURE T0 PAY MINIMUM, REGULAR AND OVERTIME WAGES (AGAINST ALL DEFENDANTS BY PLAINTIFF AND ON BEHALF 0F THE CLASS). ‘ 50. Plaintiffre-alleges and incorporates by reference paragraphs 1 through 49 as "though fully set for herein. 5 1. At all times relevant herein, DEFENDANTS were required to compensate all their'non-cxempt employees correct and proper overtime wages for all overtime hours worked in v excess of 8 hours in a work day or 40 hours in a work week. Further, DEFENDANTS were required to compensate their non-exempt employees, minimum or regular wages for all hours worked. .52. DEFENDANTS regularly required Plaintiff and Class members to maintain their I - work uniforms without thé payment ofany wages. DEFENDANTS further regularly required Plaintiff and Class members: to work split shifts without payment of split shifi premium wages, ‘in violation of applicable Wage Order(s) and Labor Code Sections 200, 210, 226, 558, 1194, and ' ' 1197.1. 53. Plaintiffis in‘formed and believes and based thereon alleges DEFENDANTS .willfully failed to pay employees all minimum, regular overtime, and double time wages all V hours worked. Plaintiff is informed and believes, and based thereon alleges, that DEFENDANTS’ willful failure to provide all minimum, regular, overtime, and double time wages due and owing them upon separation from employment fesults' in a continued payment of 12 SECOND AMENDED CLASS ACTION COMPLAINT W 00 Q ON M'h DJ N H NNNNNNNNNw-rI-v-awwn-nww oo \J Ox Ut -h w N I- O \o 00 q Ox-UI h U.) N 1-- O wages up to thirfy (30) days from the time the Wages were due. Therefore, Plaintiff is entitled t0 compensation pursuant to Labor Code § 203.. fl' 54. Such a pattern, practice and uniform administration of corporate policy regarding illegal employee compensation as described herein is unlawful and creates an entitlement to ‘ recovery by Plaintiff in a civil action, for the unpaid balance of the full amount of overtime wages owing, including interest thereon, attorneys fees, and costs of suit according to the - mandate of California Labor Code § 1194. FIFTH CAUSE OF ACTION VIOLATION OF L_A_BO£R CODE §§ 22613), 226.3 & 1174 FOR FAILURE T0 PROVIDE; > M&TE AND COMPLETE WAGE STATEMENTS (AGAINST ALL DEFENDANTS BY PLAINTIFF AND ON BEHALF 0F THE CLASS) 55. Plaintiff re-allcges and incorporates by reference paragraphs 1 through 54 as though fully set for herein; I , 56. Defendants failed in their affirmative obligation to keep accurate itemized wage statements. Defendants, as a matter of pplicy and Practice, did not maintain and provide accurate records a5 required under California Labor Code § 226(a).by failing as a matter of policy and ‘ practice to keep accurate records of Plaintiff and the Class members’ gross wages earhed, the appropriate rates ofpay, all applicable hourly rates in effect during the pay period, the corresponding number of hours worked at each hofirly rate by the employee, and/o; net wages earned.’ I 57. Such a pattern, practice and uniform administration of corpprate policy as i described herein is unlawful and creates an entitlement to repovery by the Plaintiff and the Class > _ identified herein, in a civil action, for all damages or penaltiespursuant t0 California Labor Code §§ 226(a),_2_26.3, and 1174 including interest thereon, attorney’s fees, and costs of suit according to the mandate Qf'CaIifdmia Labor Code § 226(a). - l3 SECOND AMENDED CLASS ACTION COMPLAINT ‘OOONQM-BWNH N N N N N N N N-N u-i r-L s- p-A u-I -n -- t_- u-n u-s OOQONUIAWNHOOWQONM-PUJNHO r SIXTH CAUSE OF ACTION VIOLATION OF LABOR CODE §§ 201.3, 204, 204B FOR FAILURE T0 PAY WAGES IN A TIMELY MANNER (AGAINST ALL DEFENDANTS BY PLAINTIFF AND 0N BEHALF OF THE CLASS} 58. PLAINTIFF fe-alleges and incorporates by reference paragraphs 1' through 57 és though fully set for herein. 59. DEFENDANTS failed t_o pay all of-their employees, including Plaintiff and other members of Class, on a timely basis in accordance with Labor Code § 201 .3, 204 and 204b_. I 60. Pursuant to Califpmia Labor Code § 201 .3, all Temporary Services Employees must be paid theirWages on a weekly basis. Further, pursuant to Califomia-Labor Code §§ 204 and 204b, all earned wages must be paid within the set forth deadlines. Plaintiff alleges that he and alluothcr security guards/officers are Temporary Services Employées and were paid their wages beyond the timeframes set forth in Labor Code'§ 201.3, 204 apd 204b. 61. Such a pattern, practice and Uniform administration of corporate policy regarding untimely payment ofwages as described herein is unlawful and creates an entitlement to recovery by Plaintiff in a civil action, fof the unpaid balance of the full amount of damages owed, including interest thereon, penalties, attorney’s fees, and costs of suit according to the mandate of California Labor Code §§ 201.3, 203, 204 and 204b. I SEVENTH CAUSE OF ACTION I VIOLATION 0F LABOR CODE § 2698, ETSEQ. (AGAINST ALL DEFENDANTS BY PLMNTIFF AND 0N BEHALF OF THE CLASS) 62. PLAINTIFF :re-alleges and incorporates by reference paragraphs 1- thrmigh 61 as though fully set for herein. . ' . 63. PLAINTIFF brings this cause of action as a proxy for the State of California and . in this capacity, seeks penalties on behalf of all Aggrieved Employees for DEFENDANT’S violations of Labor Code §'§-201~.3, 203, 204, 204b, 221-226, 226.7, 510, 512, 558, 1174, 1194, 1197, 1197.1, 1198,and 2802. ' V " ‘ l4 SECOND AMENDED CLASS ACTION COMPLAINT \DOOQOSM¥UJNI~‘ 64. 0n or about January 2’5, 2017, PLAINTIFF sent written notice to the California Labor & Workforce Development Agency (“LWDA”) ofDEFENDANTS’ violations of Labor Code §§ 201.3, 226(a), 226.7, 510, 512, 558, 1194, 1197, 1197.1, and 2802., pursuant to Labor Code' § 2698, et seq., the Private Attorney General Act (“PAGA”). A true and correét copy of Plaintiffs~LWDA notice is: attached hereto as Exhibit “AJ’. The LWDA has not informed PLAINTIFF whether theLWDA intends to investigate PLAINTIFF ’s claims. As such, PLAINTIFF has exhausted his administrative remedies under the PAGA and may proceed in this - Court. On or- about October 24, 2017, PLAINTIFF sent written notice to the LWDA of b DEFENDANTS’ Violations 0f Labor Code §§201 3,203, 204, 204b, 221-226, 226.7, 510, 512, 558,1174, 1194, 1197,A119'7.1, 1198, and 2802; I 65. Definitiop: The named individual Plaintiff seeks penalties pursuant t0 PAGA on. behalf of the following aggrieved employéés (which shall be collectively referred to as the “Aggrieved Employees”): a. .All employees who were employed by Defendants in the State of Califqmia at any time from January 25, 2016 through the present as a security officer/guard (the “ PAGA Subclass”); ‘ I b. 3 A11 employees who were employed by Defendants in the State of California at any time from January 25, 2016 through the present as la security officef/guard and Who worked more than five (5) hourS‘in any work shift (the “Meal Period PAGA Subclass”); - c. All employees who were employed by Defendants in the State of California at any time from January 25, 201 6 through the present as a security officer/gu'ard and who worked three and one-half (3.5) hours or more inlany‘work shift (the “Rest Period PAGA I Subclass”); ~ EIGHTH CAUSE 0F ACTION I VIOLATIONS OF BUSINESS AND PROFESSIONS CODE §17200 ET SE! 2. (AGAINST ALLDEFENDANTS BY PLAINTIFF‘AND ON BEHALF OF THE CLASS) 66. Plaintiff re-alleg‘es and incorporates by reference paragraphs 1 through 65 as ) ' though fully set for herein. 15 SECOND AMENbED CLASS ACTION COMPLAINT \O 0° \J O\ kl! h DJ‘N F‘ WQ¢M$WNHO NNNNN’NNNN ooqamnwmuo H ‘ \O _ 67. DEFENDANTS, and each of them, have engaged and continue to engage in ’ unfair, unlawful; and misleading business practices in California by practicing, employing and utilizing the employment practices outlined above, inclusive, to wit, by failing t0: (a) failed to provide meal periods; (b) failed to provide" rest periods; (c) failed to reimbursefor business related expenses; and (d) failed t9 pay minimum or ovenime wages; ~ 68. DEFENDANTS’ utilization of such unfair and unlawful business practices constitut‘es unfair, unlawfuil competition and provides an unfair advantage over DEFENDANTS’ competitors. I 69. Plaintiff seeks, on his own behalf and on behalf of the general public, full restitution ofmonies--including overtime wages--as necessary and according to proof, to restore any and all monies withheld, acquired and/or converted by the DEFENDANTS by means of the unfair practices complained of herein. 70. Plaintiff seeks wages owed pursuant‘to DEFENDANTS’ own policies, practices and procedures for overtime wages that did not comply with California law. 71. J Plaintiff seeks, on hisown behalf arid on behalf of the general public, an injunction to prohibit DEFENDANTS from continuing to engage in the unfair business practices complained of herein. ' m 72. The acts complained of herein occurred within thé last four years preceding the .filing of the complaint in this action. I 73'. . Plaintiff is informed and believes and based thereon alleges that at all times herein I mentioned DEFENDANTS-have engaged in unlawful, deceptive and finfair business practices, as proscribed by California Business and Professions Code §17200 et seq., including those set forth herein above thereby depriving Plaintiffs and other members of the general public the miniinum working conditioin standards and conditions 'due to them under the California laws and Industriai Welfare Commission wage orders as specifically described therein. . . PRAYER FOR RELIEF WHEREFORE, Plaintiffprays for judgment for herself and all others on Whose behalf this suit is brought against Defendants, jointly and' severally, as follows: '16 SECOND AMENDED CLASS ACTION COMPLAINT KOOOQONUI-tht-I N N‘N N N N N N N r- r- p-n -- r-t r-d u-t y-n -- -- GO ‘Q'Q U‘I k W N >-‘ o \o 0° \l ON til A DJ N H'O 1‘. Fér an order certifying the proposed classes; 2. For an ordeIE appointing Plaintiff-as the representative of the classes as described herein; 3. For an order appointing Counsel for Plaintiff as class counsel; 4. Upon the-First Cause of Action, for damages gnd/or penalties pursuant to statute as set forth in-Labor Code §§. 226.7 and 512, and for costs and attorneys’ fees; 5. Upon the Second Cause of Action, for damages andllorpjcnalties pursuant to statute as set forth in Labor Code §§ 226.7, and fdr costs andattomeys’ fees; 6. Upon the Third Cause of Action, for damages and/or penalties pursuant to statute as set fonh in Labor Code §§ 221-226 and 2802, and for costs and attorneys’ fees; 7. Upon the Fourth Cause of Action, for damages and/or penalties pursuant to statute .as set forth in Labor Code §§ 510, 558, 1194, 1194.2, 1_197, 1197.1, 1198 and 1199 and for costs and attorneys’ fees; ' 8. Upon the Fifth Cause of Actiofi, for damages and/or penalties pursuant to statute as set forth in Labor Code §§ 226 and 1174, and for costs and attorneys’ fees; 9. Upon the Sixth Ca‘use of Action, for damages and/or penalties pursuant to statute, A as set forth in Labor Code §§ 201 .3, 204 and'204b, and for costs and attomeys’ fees; 10. Upon the Seventh Cause of Action, for civil penalties according to proofpuréuant to Labor Code § 2698, et seq., as .Well as attorneys’ feés and costs provided as provided by _ California Labor Code § 2699(g)(1); ll. Upon the Eighth Cause of Action, for restitution of all funds unlawfully acquired by DEFENDANTS by means of any acts or practices declared by this Court t0 be in violation of Business and Professions Code §l7200 et seq.; 12. On-al] causes ofaction for'attomeys’ fees and costs as provided by Califomia Labor Code §201-203, 218.5, 558, 1.194, 1197, and Céde of Civil Procedure § 1021.5;‘and l3. For such other and further relief the Court may deem just and proper. 17 SECOND AMENDED CLASS ACTION COMPLAINT I , , H N N N,l\) N N N N N t-‘ H H H r-u :- v- u-s H H 0° fl ON U1 A L») N H O \O 0° \1 ON Ur A u) N'fl O \OWQO\LII-PUJN DATED: November 3, 201 7 V By: LAW OFFICES OF CHOI & ASSOCIATES 1's Edward W. Choi Attorneys for Plaintiff and the Class SECOND AMENDED CLASS ACTION COMPLAINT {I ‘ A. PROOF 0F SERVICE. I am employed in ihe County of Los Angeles; l arfi over the age of 18 years and n01 a party to the within action; my business address ls 515 S. Figueroa St., Suite 1250, Los Angeles, California 90071.. On November 10, 2017, I served the foregoing document(s) described as: SECOND AMENDED COMPLAINT, on the interested parties in this action by placing a true copy thereof, m ' a sealed envelope(s) addressed as follows: Linh 1:. Hua, Esq. Larry W. Lee, Esq. Gordon Rees ‘ ~ DIVERSITY LAW GROUP, RC. 633 West Fifih Street, 52nd Floor SIS S. Figueroa St., Suite 1250 ' Los Angeles, CA 90071 ' ‘ Los Angeles, CA 90071 ' William L. Marder, Esq. POLARIS LAW GRO/UP 501 San Benito Street, Suite: 200 Hollister, CA 95023 _’___X___ BY MAIL ‘ - . _X_ As follows: I am “readily familiar” with the practice ofChoi & Associates, Attorneys at Law for collection and processing of correspondence for mailing with me United States Postal Service and that correSpondence placed in the outgoing mail tray in my office for collection would be deposited in the United States: Mail that same day in the ordinary course ofbusiness. ' BY PERSONAL SERVICE I caused such envelope to be delivered by hand to the offices ofthe addressee. BY FACSIMIILE TRANSMISSION . I caused a true and complete copy ofthe document(s) described above to be transmitted by facsimile transmission to the telephone number(s) ofthe person(s) set forth above. x_ (State) I declare under penalty of perjury that the foregoing is true and correct. (Federal) ‘ I declare under penalty of perjury that the foregoing is true and correct, and that I am employed in the office of a member ofthe bar ofthis Court at whose direction the service was made. BxeCuted on November 10,20 1 7, at Los Angeles, California. ' /' / Ciqa Kim . PROOF OF SERVICE ‘ EXHIBIT E 5’6: N C) C} FE i3 E21 Eff) l DEBRA ELLWOOD MEPPEN (SBN: 183885) I M 5f“ i L. {”5 £3: JENNIFER L. GHOZLAND (SBN: 236275) ALAMEDA {fiaifiimfiw 2 LINH T. HUA (SBN: 247419) GORDON&REES LLP I JAN fl 52mg 3 633 West Fifih Street, 52"“ Floor Los Angeles, CA 90071 4 Telephone: (213) 576-5000 Facsimile: (213) 680-4470 5 . Attorneys for Defendant SOS SECURITY, LLC 6 Larry W. Lee, Esq. SBN 228175 7 DIVERSITY LAW GROUP, P.C. 515 S. Figueroa St., Suite 1250 8 Los Angeles, CA 90071 Telephone: (2 I 3) 488-6555 9 Facsimile: (213) 488-6554 10 Edward W. Choi, Esq. SBN 21 1334 LAW OFFICES OF CHOI & ASSOCIATES ll 515 S. Figueroa St., Suite 1250 Los Angeles, CA 90071 12 Telephone: (213) 381-1515 Facsimile: (213) 465-4885 13 William L. Marder, Esq. (SSN 170131) l4 POLARIS LAW GROUP 50! San Benito Street, Suite 200 15 Hollister, CA 95023 Telephone: (83 l) 531-4214 i6 Facsimile: (83 l) 634-0333 l7 Attorneysfor PlaintiflJason Bell 18 SUPERIOR COURT 0F THE STATE OF CALIFORNIA l9 COUNTY OF ALAMEDA 20 JASON BELL, as an individual and on behalf) Case No.: RG 17859072 of all others similarly situated, ) 2! . . ) CLASS ACTION Plaintiffs, ) 22 VS. ) [Assigned tofor all purposes to the ) Honorable Brad Seligman; Dept. 23] 23 ) sos SECURITY, LLC., a Limited Liability ) 24 Company, and DOES 1 through so, inclusive} gfigfié‘figfiNAGREEMENT 25 ) . 26 Defendants. g ) 27 ) 28 MASH" ”3331132049! )\.i Page I CLASS ACTION SETTLEMENT AGREEMENT \OOONQUI-PMN- N NNNNN----n-n----H cogghmn$ww~owooqoxm¢mwmo CLASS ACTION SETTLEMENT AGREEMENT IT IS HEREBY STlPULATED, by and among Plaintiff Jason Bell, on behalf of himself and the Settlement Class Members on the one hand, and Defendant SOS Security, LLC (“Defendant”), on the other hand, subject to the approval of the Court, that the Action is hereby being compromised and settled pursuant to the terms and conditions set forth in this Class Action Settlement Agreement (“Agreement”), and subject to the definitions, recitals and terms set forth herein, which by this reference become an integral part of this Agreement. DEFINITIONS l. “Action” means the matter ofJason Bell v. SOS Security, LLC (case no. RG 17847734, filed on January 3 l , 20 l 7, in Alameda County Superior Court). 2. “Class Counsel” means Diversity Law Group, PC, Law Offices of Choi & Associates, and Polaris Law Group. 3. “Class Counsel Award” means attorneys’ fees for Class Counsel’s litigation and resolution of this Action, and actual expenses and costs incurred in connection with the Action paid from the Gross Settlement Amount. 4. “Class Information” means information regarding Settlement Class Members that Defendant will in good faith compile from its records and provide to the Settlement Administrator. It shall be formatted as a Microsofi Excel spreadsheet and shall include: each Settlement Class Member’s full name; last known address; last known home telephone number; Social Security Number; start date of employment; end date ofemployment; and Total Hours Worked during the Class Period. 5. “Class Period” means the period from January 3 l, 2013 through the date of entry of the order granting preliminary approval of this Settlement or November 20, 2017, whichever is earlier. 6. “Class Representative Enhancement Award” means the amount that the Court authorizes to be paid to Plaintiff, in addition to his Individual Settlement Payment, in recognition of his effort and risk in assisting with the prosecution of the Action. Page 2 CLASS ACTION SETTLEMENT AGREEMENT OOO‘JQm-RWNH NNN NNNNu-I-----n-r-n-- 7. “Court” means the Alameda County Superior Court. 8. “Defendant” means SOS Security, LLC and SOS Security, LP 9. “Effective Date” means the date upon which the Court grants final approval of Settlement if no Settlement Class Members file objections to the Settlement However, if an appeal or other appellate proceeding is initiated, the Effective Date shall be sixty (60) days afier the Court grants final approval of the Settlement or date of termination of such appellate proceedings. 10. “Gross Settlement Amount” means One Million Dollars ($l,000,000). l l. “Individual Settlement Payment” means the amount payable from the Net Settlement Amount to each Settlement Class Member who does not request to be excluded from this Settlement. 12. “Net Settlement Amount” means the Gross Settlement Amount, less Class Counsel Award, Class Representative Enhancement Award, PAGA Payment, and Settlement Administrator Costs. l3. “Notice” means the Notice of Pendency 0f Class Action Settlement (substantially in the form attached as Exhibit 1). l4. “PAGA Payment” means a payment made to the California Labor and Workforce Development Agency in exchange for the release of claims under the Private Attorneys General Act of 2004. 15. “Parties” means Plaintiff and Defendant, collectively, and “Party” shall mean either Plaintiff or Defendant. l6. “Payment Ratio” means the respective Total Hours Worked for each Settlement Class Member divided by the sum of Total Hours Worked for all Settlement Class Members. l7. “Plaintiff” means Jason Bell. 18. “Released Claims” means any and all known and unknown claims, losses, damages, liquidated damages, penalties, interest, liabilities, causes of action, civil complaints, arbitration demands or suits which arise from the facts asserted in the Action, including, without limitation to, all claims under the California Labor Code as alleged in the Action for violations Page 3 CLASS ACTION SETTLEMENT AGREEMENT \OOO-10\'JI-#UJN- NM NNNN-u-n -~-r----- guaagmN-owmzmmth-o of meal periods, rest breaks, unpaid overtime and minimum wages, expense reimbursement, split shifts, timely payment of wages, wage statements, waiting time penalties, penalties under the Private Attorneys General Act sections 2698, et seq., and violations of California Unfair Competition Law (Cal. Bus. & Prof. Code §§ 17200, et seq.) or other remuneration whether sought under statute, tort, contract or as an unfair business practice. l9. “Released Parties” means Defendant and any parent, partner, subsidiary, affiliate, predecessor or successor, and all agents, employees (current and former), officers, directors, insurers, and attorneys. 20. “Response Deadline” means the date forty-five (45) days after the Settlement Administrator mails the Notice to Settlement Class Members and the last date on which Settlement Class Members may postmark written requests for exclusion or a Notice of Objection to the Settlement. 21. “Settlement” means the disposition of the Action pursuant to this Agreement. 22. “Settlement Administration Costs” means the amount to be paid to the Settlement Administrator from the Gross Settlement Amount for administration of this Settlement. 23. “Settlement Administrator” means Phoenix Class Action Settlement Administration Solutions. 24. “Settlement Class Members” means all current and former non-exempt security guards employed by Defendant in California during the Class Period. Defendant represents there are approximately 2,300 Settlement Class Members. 25. “Total Hours Worked” means the number of hours worked by Settlement Class Members during the Class Period. RECITALS 26. Class Cenification. The Parties stipulate and agree to the certification of this Action for purposes of this Settlement only. Should the Settlement not become final and effective as herein provided, class certification shall immediately be set aside and the Settlement Class immediately decertified. The Parties’ willingness to stipulate to class certification as part Page 4 CLASS ACTION SETTLEMENT AGREEMENT \OOONJQMADJN- NNNNNNNNN-w---~-u-_n “\IQM-th-oomflaUIhWN-o ofthe Settlement shall have no bearing on, and shall not be admissible in or considered in connection with, the issue of whether a class should be certified in a non-settlement context in this Action and shall have no bearing on, and shall not be admissible or considered in connection with, the issue of whether a class should be certified in any other lawsuit. 27. Procedural History. On January 3 l, 2017, Plaintiff filed a putative class action against Defendant for various wage and hour violations. Following an exchange of informal discovery and mediation data to assess potential class-wide damages, the Parties agreed to participate in a private mediation with mediator Mark Rudy, Esq. on September l9, 2017. The Parties reached an agreement as to all material terms for this Settlement at the conclusion of the mediation session. TERMS OF AGREEMENT 28. Release As To All Class Members. As of the Effective Date, Plaintiff and the Settlement Class Members who are not excluded from this Settlement, on behalf ofthcmselves and each of their heirs, representatives, successors, assigns and attorneys, hereby release Defendant and Released Parties from the Released Claims for the Class Period as consideration for Defendant’s payment of the Gross Settlement Amount. 29. Additionally, Plaintiff, on behalf of himself only, and each of his heirs, representatives, successors, and assigns, stipulates and agrees to release Defendant and the Released Parties from all claims, demands, rights, liabilities and causes of action of every nature and description whatsoever, known or unknown, assefled or that might have been asserted, whether in tort, contract, or for violation ofany state or federal statute, rule or regulation arising out of, relating to, or in connection with any act or omission by or on the pan of any ofthe Released Parties committed or omitted prior to the execution hereof. Plaintiff stipulates and agrees that he expressly waives and relinquishes, to the fullest extent permitted by law, the provisions, rights and benefits of Section l542 of the California Civil Code, or any other provision under federal or state law, which provides: A general release does not extend to claims which the Page 5 CLASS ACTION SETTLEMENT AGREEMENT \OOOVQUIhbJN- N N N [Q N N [\J - - - - b-- -- - - - - creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Plaintiff may hereafier discover facts in addition to or different from those he now knows or believes to be true with respect to the subject matter of the Released Claims, but shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all of the Released Claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. 30. Tax Liability. The Parties make no representations as to the tax treatment or legal effect of the payments called for hereunder, and Settlement Class Members are not relying on any statement or representation by the Parties in this regard. Settlement Class Members understand and agree that they will be responsible for the payment of any employee-side taxes and penalties assessed on the payments described herein. 3 l . Circular 230 Disclaimer. Each Party to this Agreement (for purposes of this section, the “Acknowledging Party” and each Party to this Agreement other than the Acknowledging Party, an “Other Party”) acknowledges and agrees that (l) no provision of this Agreement, and no written communication or disclosure between or among the Parties or their attorneys and other advisers, is or was intended to be, nor shall any such communication or disclosure constitute or be construed or be relied upon as, tax advice within the meaning of United States Treasury Department circular 230 (31 CFR part 10, as amended); (2) the Acknowledging Party (a) has relied exclusively upon his, her or its own, independent legal and tax counsel for advice (including tax advice) in connection with this Agreement, (b) has not entered into this Agreement based upon the recommendation of any other party or any attorney or adviser to any Other Party, and (c) is not entitled to rely upon any communication or Page 6 CLASS ACTION SETTLEMENT AGREEMENT \OOO‘JQlJIhbJNu- NNNNu-nu-u-n---u---m disclosure by any attorney or adviser to any Other Party to avoid any tax penalty that may be imposed on the Acknowledging Party; and (3) no attorney or adviser to any Other Party has imposed any limitation that protects the confidentiality of any such attorney’s or adviser’s tax strategies (regardless of whether such limitation is legally binding) upon disclosure by the Acknowledging Party of the tax treatment or tax structure ofany transaction, including any transaction contemplated by this Agreement. 32. Notice and Preliminary Approval of Settlement. As part of this Settlement, Plaintiff will request that the Court: (a) grant preliminary approval of the Settlement, (b) certify a Settlement Class, (c) approve notice to Settlement Class Members of the Settlement, and (d) grant final approval of the Settlement. Plaintiff shall request a hearing before the Court to obtain preliminary approval of the Settlement. 1n conjunction with the hearing, Plaintiff will submit this Agreement, which sets forth the terms of this Settlement, and will include a preposed Notice, as necessary to implement the Settlement. 33. Settlement Administration. Within thirty (30) calendar days afier the Court grants preliminary approval ofthis Agreement, Defendant shall provide the Settlement Administrator with the Class Information for purposes of mailing the Notice to Settlement Class Members. a. Notice By First Class U.S. Mail with Business Reply Mail Postage. Upon receipt of the Class Information, the Settlement Administrator will perform a search based on the National Change 0f Address Database to update and correct any known or identifiable address changes. Within fourteen (l4) calendar days after receiving the Class Information from Defendant as provided herein, the Settlement Administrator shall mail copies of the Notice to all Settlement Class Members via regular First Class U.S. Mail. The Settlement Administrator shall exercise its bestjudgment to determine the current mailing address for each Settlement Class Member. The address identified by the Settlement Administrator as the current mailing address shall be presumed to be the best mailing address for each Settlement Class Member. Page 7 CLASS ACTION SETTLEMENT AGREEMENT ©00QOSUI$UJNH b. i. Undeliverable Notices. Any Notice returned to the Settlement Administrator as non-delivered on or before the Response Deadline shall be re-mailed to the forwarding address affixed thereto. If no forwarding address is provided, the Settlement Administrator shall promptly attempt to determine a correct address by use of skip-tracing, or other search using the name, address and/or Social Security number of the respective Settlement Class Member, and shall then perform a re-mailing, if another mailing address is identified by the Settlement Administrator. If a Settlement Class Member’s Notice is returned to the Settlement Administrator more than once as non-deliverable on or before the Response Deadline, then an additional Notice need not be re-mailed and the Settlement Cfass Member is deemed to have received Notice. No Claim Form Necessary. All Settlement Class Members who do not request to be excluded from the Settlement will receive Individual Settlement Payments from the Net Settlement Amount; submission of a claim form Es not necessary to receive an Individual Settlement Payment. i. Disgutes Regarding Individual Settlement Payments. Settlement Class Members will have the opportunity, should they disagree with Defendant’s records regarding their employment dates or Total Hours Worked, to provide documentation and/or an explanation to correct the information and modify their estimated Individual Settlement Payments. If there is a dispute, the Settlement Administrator will consult with the Parties to determine whether an adjustment is warranted. The Settlement Administrator shall determine the eligibility for, and the amounts of, any Individual Settlement Payments under the terms ofthis Agreement. The Settlement Administrator’s determination of the eligibility for and amount ofany Individual Settlement Payment shall be binding upon the Settlement Class Members and the Parties. Page 8 CLASS ACTION SETTLEMENT AGREEMENT \Omuoxmhwmm g‘dONUIAUJN-OOOON¢M&WN-O ii. Disputes Regarding Administration of Settlement. Any disputes not resolved by the Settlement Administrator concerning the administration of the Settlement will be resolved by the Court, under the laws 0fthe State of California. Prior to any such involvement of the Court, counsel for the Parties will confer in good faith to resolve the disputes without the necessity of involving the Court. c. Exclusions. The Notice shall state that Settlement Class Members who wish to exclude themselves from the Settlement must submit a written request for exclusion by the Response Deadline. The written request for exclusion: (l) must contain the name, address, telephone number and the last four digits of the Social Security number and/or the Employee ID number of the person requesting exclusion, (2) must be signed by the Settlement Class Member; (3) must be postmarked by the Response Deadline and returned to the Settlement Administrator at the specified address; and (4) must describe the Settlement Class Member’s intent to request exclusion, opt out, or words t0 that effect. If a signed request for exclusion is not timely submitted stating the name and address of the Settlement Class Member, it will not be deemed valid for exclusion from this Settlement. The date of the postmark on the return mailing envelope of the request for exclusion shall be the exclusive means used to determine whether the request for exclusion was timely submitted. Any Settlement Class Member who requests to be excluded from the Settlement Class will not be entitled to any recovery under the Settlement and will not be bound by the terms of the Settlement or have any right to object, appeal or comment thereon. Settlement Class Members who fail to submit a valid and timely written request for exclusion on or before the Re5ponse Deadline shall be bound by all terms of the Settlement and any Judgment entered in this Action, if the Settlement is finally approved by the Court. Page 9 CLASS ACTION SETTLEMENT AGREEMENT \OOONOSMQWN- N Q N N [Q N N N - I- - - - - -- - p- _ 34. i. No later than fourteen (l4) calendar days afier the Response Deadline, the Settlement Administrator shall provide counsel for Defendant only with a complete lis‘t of all Settlement Class Members who have timely submitted written requests for exclusion. At no time shall any of the Parties or their counsel seek to solicit or otherwise encourage members of the Settlement Class to submit requests for exclusion from the Settlement. d. Obiections. The Notice shall state that Settlement Class Members who wish to object to the Settlement may mail to the Settlement Administrator a written statement of objection (“Notice of Objection”) by the Response Deadline. The date of the postmark on the return envelope shall be deemed the exclusive means for determining that a Notice of Objection was timely submitted. The Notice of Objection must be signed by the Settlement Class Member and state: (l) the full name of the Settlement Class Member; (2) the last four digits of the Settlement Class Member’s Social Security number and/or the Employee ID number; and (3) the basis for the objection. Class Counsel shall include all objections received and Plaintiff’s response(s) with his motion for final approval of the Settlement. Settlement Class Members who submit a timely Notice of Objection will have a right to have their objections heard at the Final Approval/Settlement Fairness Hearing. Class Counsel shall not represent any Settlement Class Members with reSpect to any such objections. e. No Solicitation of Settlement Objections or Exclusions. The Parties agree to use their best efforts to carry out the terms of this Settlement. At no time shall any of the Parties or their counsel seek to solicit or otherwise encourage Settlement Class Members to submit either Notices of Objection to the Settlement or requests for exclusion from the Settlement, or to appeal from the Court’s Final Judgment. Funding and Allocation of Gross Settlement Amount. Within thirty (30) calendar days after the Effective Date, Defendant shall provide the Gross Settlement Amount to Page l0 CLASS ACTION SETTLEMENT AGREEMENT \DOO'QO\M&UJN- the Settlement Administrator. No later than thirty (3 0) calendar days afier the Response Deadline, the Settlement Administrator will provide the Parties with an accounting of all payments and awards payable from the Gross Settlement Amount. Payments from the Gross Settlement Amount shall be made, as specified in this Agreement and approved by the Court, for: (I) Individual Settlement Payments to Settlement Class Members who do not request to be excluded, (2) Class Representative Enhancement Award, (3) Class Counsel Award, (4) PAGA Payment, and (6) the Settlement Administration Costs. Defendant’s employer-taxes on the wage portion of any Individual Settlement Payments will be paid separate and in addition to the Gross Settlement Amount. a. Individual Settlement Payments. Individual Settlement Payments will be paid from the Net Settlement Amount and shall be paid pursuant to the terms set forth herein. Individual Settlement Payments shall be mailed by regular First Class ULS. Mail to the respective Settlement Class Member’s last known mailing address within fourteen (l4) calendar days after Defendant provides funds to the Settlement Administrator for disbursement under this Agreement. Individual Settlement Payments will be allocated as follows: one-third as wages, one-third as penalties, and one-third as interest. Any checks issued to Settlement Class Members shall remain valid and negotiable for one hundred and eighty (180) days from the date of their issuance. i. Calculation of Individual Settlement Payments. Defendant will calculate the Total Hours Worked by each Settlement Class Member. The reSpective Total Hours Worked for each Settlement Class Member will be divided by the Total Hours Worked for all Settlement Class Members, resulting in the Payment Ratio for each Settlement Class Member. Each Settlement Class Member’s Payment Ratio is then multiplied by the Net Settlement Amount to determine his or her Individual Settlement Payment. Each Individual Settlement Payment will be reduced by any legally mandated deductions (e.g., payroll taxes, etc.) Page ll CLASS ACTION SETTLEMENT AGREEMENT \OOO'QmUI-bUJN 10 ll 12 l3 l4 15 16 l7 l8 l9 20 21 22 23 24 25 26 27 28 for each Settlement Class Member. Defendant’s share of payroll taxes and other required withholdings from Individual Settlement Payments, including but not limited to Defendant’s FICA and FUTA contributions, shall be paid in addition to the Gross Settlement Amount. Settlement Class Members are not eligible to receive any compensation other than an Individual Settlement Payment. b. Unpaid Cash Residue or Unclaimed/Abandoned Class Member Funds. In accordance with California Rule of Civil Procedure section 384, any unpaid cash residue or unclaimed or abandoned class member funds generally attributable to California residents, plus any accrued interest that has not otherwise been distributed pursuant to order of this Court, shall be transmitted as follows: i. Twenty-five percent (25%) to the State of California State Treasury for deposit in the Trial Court Improvement and Modernization Fund, established in section 77209 of the Government Code, and subject to appropriation in the annual Budget Act for the Judicial Council to provide grants to trial courts for new or expanded collaborative courts or grants for Sargent Shriver Civil Counsel; ii. Twenty-five percent (25%) to the State of California State Treasury for deposit into the Equal Access Fund of the Judicial Branch, to be distributed in accordance with sections 6216 through 6223, inclusive, ofthe Business and Professions Code, except that administrative costs shall not be paid to the State Bar or the Judicial Council from this sum; iii. The remaining fifty percent (50%) of any such unclaimed funds will be sent to Legal Aid Society - Employment Law Center. c. Class Representative Enhancement Award. Subject to Court approval, in exchange for the release of all Released Claims, a general release under Section [542 of the California Civil Code, and for his time and effort in bringing and prosecuting this matter, Plaintiff shall be paid up to Seven Thousand Five Page [2 CLASS ACTION SETTLEMENT AGREEMENT \DOOQQUI-bLHNH NNNNNNN---------u- 58¢M-PWN-OQOOVO‘M-PWN-o Hundred Dollars ($7,500.00), subject to Court approval. The Class Representative Enhancement Award shall be paid to Plaintiff from the Gross Settlement Amount no later than fourteen (l4) calendar days after Defendant provides funds to the Settlement Administrator for disbursement under this Agreement. Any portion ofthe requested Class Representative Enhancement Award that is not awarded to the Class Representative shall be part of the Net Settlement Amount and shall be distributed to Settlement Class Members as provided in this Agreement. The Settlement Administrator shall issue an [RS Form 1099 - MISC to Plaintiff for his Class Representative Enhancement Award. Plaintiff shall be solely and legally responsible to pay any and all applicable taxes on his Class Representative Enhancement Award and shall hold harmless Defendant and Released Parties from any claim or liability for taxes, penalties, or interest arising as a result of the Class Representative Enhancement Award. The Class Representative Enhancement Award shall be in addition to the Plaintiff’s Individual Settlement Payment as a Settlement Class Member. d. Class Counsel Award. Defendant agrees not to oppose or object to any application or motion by Class Counsel for attorneys‘ fees not to exceed Three Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars ($333,333.00) or 33 l/3% of the Gross Settlement Amount. Defendant further agrees not t0 oppose any application or motion by Class Counsel for the reimbursement of actual costs of up to $30,000.00, subject to submission of records to the Court, associated with Class Counsel’s prosecution of this Action from the Gross Settlement Amount. Any portion of the requested Class Counsel Award that is not awarded to Class Counsel shall be part of the Net Settlement Amount and distributed to Settlement Class Members as provided in this Agreement. So long as there are no objection, Class Counsel shall be paid any Court-approved fees and costs no later than fourteen (l4) calendar days after Defendant provides funds to the Settlement Administrator for disbursement Page l3 CLASS ACTION SETTLEMENT AGREEMENT \OOOQQMhbJN- gNQMAmN-OOWNOM#WN-C under this Agreement. Class Counsel shall be solely and legally responsible to pay all applicable taxes on the payment made pursuant to this paragraph. The Settlement Administrator shall issue an IRS Form 1099 - MISC to Class Counsel for the payments made pursuant to this paragraph. This Settlement is not contingent upon the Court awarding Class Counsel any particular amount in attorneys’ fees and costs. e. PAGA Payment. Twenty-Five Thousand Dollars ($25,000.00) shall be allocated to the release of Plaintiff’s PAGA penalty claim. From that allocation, the Settlement Administrator shall make the PAGA Payment to the California Labor and Workforce Development Agency, in the amount of Eighteen Thousand Seven Hundred Fifiy Dollars ($18,750.00), or 75% of the PAGA allocation. The PAGA Payment will be paid from the Gross Settlement Amount within fourteen (l4) calendar days afier Defendant provides funds to the Settlement Administrator for disbursement under this Agreement. f. Settlement Administration Costs. The Settlement Administrator shall be paid for the costs of administration of the Settlement from the Gross Settlement Amount. The capped cost of administration for this Settlement is $17,000. The Settlement Administrator shall provide the Parties with a declaration to support the cost of administration. The Settlement Administrator shall be paid the Settlement Administration Costs no later than fourteen (l4) calendar days after Defendant provides fimds to the Settlement Administrator for disbursement under this Agreement. The Settlement Administrator, on Defendant’s behalf, shall have the authority and obligation to make payments, credits and disbursements, including in the manner set forth herein, to Settlement Class Members and the Internal Revenue Service, calculated in accordance with the methodology set out in this Agreement and orders of the Court. i. The Parties agree to cooperate in the Settlement Administration process and to make all reasonable efforts to control and minimize the Page l4 CLASS ACTION SETTLEMENT AGREEMENT \OWVQM-FUJN- NNNN-wh-H-F-Hu-n-n- 35. g. cost and expenses incurred in administration of the Settlement. The Parties each represent they do not have any financial interest in the Settlement Administrator or otherwise have a relationship with the Settlement Administrator that could create a conflict of interest. ii. The Settlement Administrator shall be responsible for: processing and mailing payments to the Plaintiff, Class Counsel, Settlement Class Members, the Internal Revenue Service, the California Labor and Workforce Development Agency, California State Treasury, and the cy pres; printing and mailing the Notice to the Settlement Class Members, as directed by the Court; receiving and reporting the requests for exclusion and Notices of Objection submitted by Settlement Class Members; distributing tax forms; providing declaration(s) and reports as necessary in support of preliminary and final approval of this Settlement; and other tasks as the Parties mutually agree or the Court orders the Settlement Administrator to perform both before and after distribution of the Gross Settlement Amount. The Settlement Administrator shall keep the Parties timely apprised of the performance of all Settlement Administrator responsibilities. No person shall have any claim against Defendant, Defense Counsel, Plaintiff, Setflement Class Members, Class Counsel or the Settlement Administrator based on distributions and payments made in accordance with this Agreement. Final Settlement Approval Hearing and Entry of Final Judgment. Upon expiration of the Response Deadline, with the Court’s permission, a Final Approval/Settlement Fairness Hearing shall be conducted to determine final approval of the Settlement along with the amount properly payable for (i) the Class Counsel Award, (ii) the Class Representative Enhancement Award, (iii) Individual Settlement Payments, (iv) the Settlement Administration Cost, and (v) the PAGA Payment. Pursuant to California Rule Page 15 CLASS ACTION SETTLEMENT AGREEMENT \OOOQQthhlAJN- of Court 3.769(h), after granting final approval, the Court shall retain jurisdiction over the Parties to enforce the terms 0f the judgment. 36. Nullification of Settlement Agreement. In the event: (i) the Court does not enter an order for preliminary approval; (ii) the Court does not finally approve the Settlement as provided herein; (iii) the Court does not enter a Final Judgment, or (iv) the Settlement does not become final for any other reason, this Settlement Agreement shall be nuli and void and any order orjudgment entered by the Court in furtherance of this Settlement shall be treated as void from the beginning. In such a case, the Parties and any funds to be awarded under this Settlement shall be returned to their respective statuses as of the date and time immediately prior to the mediation, and the Parties shall proceed in all respects as if this Agreement had not been executed, except that any fees already incurred by the Settlement Administrator shall be paid by the Parties in equal shares. 37. No Effect on Employee Benefits. Amounts paid to Plaintiff or other Settlement Class Members pursuant to this Agreement shall be deemed not to be pensionable earnings and shall not have any effect on the eligibility for, or calculation of, any of the employee benefits (e.g., vacations, holiday pay, retirement plans, etc.) of the Plaintiff or Settlement Class Members. 38. Publicity. Plaintiff and Class Counsel agree not to file a press release regarding the settlement, respond to press/media inquiries regarding the settlement, or otherwise publicize the terms of this Settlement, except in Court filings. Plaintiff will not disparage Defendant or its counsel. Plaintiff will not Speculate about the motivations behind the decision of Defendant to settle this Action. 39. No Admission By the Parties. Defendant denies any and all claims alleged in this Action and denies all wrongdoing whatsoever. This Agreement is not a concession or admission and shall not be used against Defendant as an admission with respect to any claim of fault, concession or omission by Defendant. 40. Exhibits and Headings. The terms of this Agreement include the terms set forth in any attached exhibit, which is incorporated by this reference as though fully set Page l6 CLASS ACTION SETTLEMENT AGREEMENT \OOO'NIQUIhMN- NNNN---n----o--- forth herein. The exhibit to this Agreement is an integral part of the Settlement. The descriptive headings of any paragraphs or sections of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement. 41. Interim Stay of Proceedings. The Parties agree to stay all proceedings in the Action, except such proceedings necessary to implement and complete the Settlement, in abeyance pending the Final Approval/Settlement Fairness Hearing to be conducted by the Court. 42. Amendment or Modification. This Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest. 43. Entire Agreement. This Agreement and the attached exhibit constitute the entire Agreement among these Parties, and no oral or written representations, warranties or inducements have been made to any Party concerning this Agreement or its exhibit other than the representations, warranties and covenants contained and memorialized in the Agreement and its exhibit. 44. Authorization to Enter Into Settlement Agreement. Counsel for all Parties warrant and represent they are expressly authorized by the Parties whom they represent to negotiate this Agreement and to take all appmpriate actions required or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to effect the implementation of the Settlement. ln the event the Parties are unable to reach an agreement on the form or content of any document needed to implement the Settlement, or on any supplemental provisions that may become necessary to effectuate the terms of this Settlement, the Parties may seek the assistance of the Court to resolve such disagreement. The person signing this Agreement on behalf of Defendant represent and warrant that he/she is authorized to sign this Agreement on behalf of Defendant. The person signing this Agreement on behalf of Plaintiff represents and warrants that he/she is authorized to Page l7 CLASS ACTION SETTLEMENT AGREEMENT \OOON-IGUi-BWN- N N N N N N N - -- - - - -- -- - - - sign this Agreement and that he/she has not assigned any claim, or part of a claim, covered by this Settlement to a third-party. 45. Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the successors or assigns of the Parties hereto, as previously defined. 46. California Law Governs. All terms of this Agreement and the exhibit hereto shall be governed by and interpreted according to the laws 0f the State of California. 47. Countergarts. This Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. 48. This Settlement Is Fair, Adeguate and Reasonable. The Parties believe this Settlement is a fair, adequate and reasonable settlement of this Action and have arrived at this Settlement after extensive arms-length negotiations, taking into account all relevant factors, present and potential. 49. Jurisdiction of the Court. ln accordance with California Rule of Court 3.769(h), the Parties agree that the Court shall retain jurisdiction with respect to the interpretation, implementation and enforcement of the terms of this Agreement and all orders and judgments entered in connection therewith, and the Parties and their counsel hereto submit to thejurisdiction of the Court for purposes 0f interpreting, implementing and enforcing the Settlement embodied in this Agreement and all orders and judgments entered in connection therewith. 50. Invalidity gf Any Provision. Before declaring any provision of this Agreement invalid, the Court shall first attempt to construe the provisions valid to the fullest extent possible consistent with applicable precedents so as to define all provisions of this Agreement valid and enforceable. [Signatures on following page.] Page 18 CLASS ACTION SETTLEMENT AGREEMENT i PLAINTIFF 2 Date: ];*2\- ’7 QQMQ !&L_g3 J son Bell 4 5 CLASS COUNSEL Diversity Law Group, P.C. 6 Law Offices of Choi & Associates { 7 Polaris Law Group 7 / __ /_ 8 J L’ (H / // /” Date: /= 9 Lam? W. Lee Edward W. Choi )0 William L. Marder l I DEFENDANT 12 13 Date: l4 Barry A. Frank Executive VP and General Caunscl 15 SOS Security. LLC 16 DEFENDAN'I"S COUNSEL l7 Gordon & Rees LLP 18 Date: 19 Linh T. I-Iua 20 2| 22 23 24 25 26 27 28 1 i HJ'IIISDYdiMva L339 CLASS ACTION SIIITTLEMENTAGREEMENT p‘ \OOOMJQUI-h-L'HM NNNNNN MHHHHr-lt-su-tp-r-AH Ox Ln L L0 N l-‘_O \D 00 K] ON (Jr ~#- UJ M H C3 27 23 llI-l49UJD7-IJS4OVJ D’atc: Date: Date: Date: PLAINTIFF Jason Bell CLASS COUNSEL Diversity Law Group, P.C. Law Offices of Choi & Associates Polaris Law Group [OZ/a/J‘} 12/24! /'&ol7 l . Larry W. Lee Edward W. Choi William L. Marder DEFENDANT fla/W/”A L\\ Bally A F nk {/3};sz and General Counsel SQ culity, LLC - - DEFENDANT’S COUNSEL Gordon & Recs LLP Erflrh T.HIM Page 19 CLASS ACTION SETTLEMENT AGREEMENT EXHIBIT 1 IMPORTANT LEGAL MATERIALS *Barcode39* - <> <> Bell v. SOS Security, LLC «Address l>> [SETTLEMENT ADMINISTRATOR] «City» <> <> SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF ALAMEDA BELL v. SOS SECURITY, LLC Case No. RC 17859072 NOTICE OF PENDENCY OF CLASS ACTION SETTLEMENT YOU ARE ESTIMATED TO RECEIVE APPROXIMATELY $<> THROUGH THIS CLASS ACTION SETTLEMENT. To: All current and former non~exempt security guards employed by Defendant in California at any time between January 31, 2013 through November 20, 2017. PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED. YOU MAY BE ENTITLED TO RECEIVE MONEY FROM THIS PROPOSED SETTLEMENT. TO RECEIVE YOUR SHARE, YOU DO NOT NEED TO D0 ANYTHING. This Notice is Court Approved. This is not a solicitation from an attorney. l. WHY DID I GET THIS NOTICE? You received this Notice because a proposed settlement (the “Settlement”) has been reached in the class action and representative lawsuit entitled BELL v. SOS SECURITY, LLC, Case No. RG 17859072 (hereinafier referred to as the “Action”). The Notice explains the nature of the Action, the general terms of the proposed Settlement, and your legal rights and obligations. To obtain more information about the Settlement, including information about how you can see a copy ofthe Settlement Agreement, see Section 15, below. 2. WHAT IS THE ACTION ABOUT? On January 3 1, 201 7, Plaintiff Jason Bell (“Bell” or “Plaintiff”) filed a Class Action Complaint against Defendant SOS Security, LLC (“SOS Security” or “Defendant”), on behalf of Plaintiff and other similarly situated employees. On October 16, 20] 7, Plaintiff filed a First Amended Complaint. On November 13, 2017, Plaintiff filed a Second Amended Complaint (“Operative Complaint” or “Action”) alleging: (1) Violation of Cal. Labor Code §§226.7 and S 12 for failure to provide meal periods; (2) Violation of Cal. Labor Code §§226.7 and S 12 for failure to provide rest periods; (3) Violation of Labor Code §§221-226 & 2802 for failure to reimburse for business related expenses; (4) Violation of Cal. Labor Code §§5 10, 558, 1194, 1194.2, 1197, 1197.1, [198 and 1199 for failure to pay minimum, regular or overtime wages; (5) Violation of Labor Code 1 §§226(a), 226.3 & 1174 for failure to provide and maintain accurate and complete wage statements; (6) Violation of Cal. Labor Code §§201 .3, 203,204 & 204b for failure to pay wages in a timely manner; (7) Violation of Labor Code sections 2698, et seq.; and (8) Violation of California Business & Professions Code §§ 17200, et seq. SOS Security denies the allegations in the Action and is prepared to continue to defend the action vigorously. The court has not made any ruling on the merits in the Action. 3. WHAT IS A CLASS ACTION? In a class action lawsuit, one or more persons sue on behalf of other people who have similar claims. Bell brought his case as a class action. In the Action, the Plaintiff seeks to represent you on a class and representative basis. SOS Security is the Defendant. A class action allows the Court to resolve the claims of all the class members at the same time. A class member is bound by the determination or judgment entered in the case, whether the class wins or loses, and may not file his or her own lawsuit on the same claims that were decided in the class action. A class action allows one court to resolve all of the issues in a lawsuit for all the class members who choose not to exclude themselves from the class. 4. WHO IS INCLUDED IN THE SETTLEMENT CLASS? All non-exempt employees who worked for Defendant SOS Security at any time between January 31, 2013 through November 20, 2017 (the "Class" or "Settlement Class Members"). 5. WHAT ARE THE TERMS OF THE CLASS SETTLEMENT? There was a hearing on February 6, 2018, in the Superior Court of the State of California for the County of Alameda, at which time Judge Brad Seligman preliminarily approved the Settlement. The Settlement will resolve the Class Members' claims for failure to pay meal period premium wages, rest break premium wages, overtime and minimum wages, expense reimbursements, split shift wages, failure to timely pay wages, and failure to provide accurate wage statements. The Settlement represents a compromise of highly disputed claims. Nothing in the Settlement is intended or will be construed as an admission by SOS Security that the claims in the Actions have merit or that SOS Security has any liability to the Plaintiff or the Settlement Class Members on those claims. No court has made any ruling on the merits of the Action. The parties have agreed to settle the case for a maximum total payment of $1,000,000.00 ("Gross Settlement Amount"). Under the terms of the Settlement, the following payments have been agreed to: (1) attorneys' fees not to exceed $333,333.00 (33 1/3%) of the total settlement amount; (2) all documented litigation costs to Class Counsel not to exceed $30,000; (3) service payment to the Named Plaintiff for services in the Action, in an amount not to exceed $7,500; (4) $17,000 for administration settlement costs; and (5) $18,750 to the California Labor & Workforce Development Agency for PAGA penalties. The amount of money remaining after these payments is the amount that will be distributed to Settlement Class Members who do not request to be excluded. This amount is known as the "Net Settlement Amount." The Settlement Administrator will determine each eligible Settlement Class Member's Individual Settlement Payment as follows: The number of Total Hours Worked by all Settlement Class Members between January 31, 2013 through November 20, 2017 (the "Class Period") will be totaled. The respective Total Hours Worked for each Settlement Class Member during the Class Period wiH be divided by the Total Hours Worked for all Settlement Class Members during the Class Period, resulting in the Payment Ratio for each Settlement Class Member. Each Settlement Class Member's Payment Ratio is then multiplied by the Net Settlement Amount to determine his or her Individual Settlement Payment. All of the Net Settlement Value will be distributed to Settlement Class Members who do not exclude themselves from the Settlement. 2 Based on SOS Security's records, you worked a total of <> hours between January 31, 2013 through November 20, 2017. The Total Hours Worked by all Class Members is***. The estimated amount of your settlement payment is identified at the top of this Notice. 6. HOW DOES THE SETTLEMENT AFFECT MY RIGHTS? If the Settlement is approved, you will release the following claims, and will be barred from prosecuting any and all such claims against SOS Security and the Released Parties. Any and all known and unknown claims, losses, damages, liquidated damages, penalties, interest, liabilities, causes of action, civil complaints, arbitration demands or suits which arise from the facts asserted in the Action, including, without limitation to, all claims under the California Labor Code as alleged in the Action for violations of meal periods, rest breaks, unpaid overtime and minimum wages, expense reimbursement, split shifts, timely payment of wages, wage statements, waiting time penalties, penalties under the Private Attorneys General Act sections 2698, et seq., and violations of California Unfair Competition Law (Cal. Bus. & Prof. Code §§ 17200, et seq.) or other remuneration whether sought under statute, tort, contract or as an unfair business practice. The Released Parties include SOS Security LLC, SOS Security LP, and any parent, partner, subsidiary, affiliate, predecessor or successor, and all agents, employees (current and former), officers, directors, insurers, and attorneys The Judgment will resolve the claims to the extent provided in the Settlement Agreement and will permanently bar all Settlement Class Members from prosecuting any and all such claims against SOS Security. You will remain bound by the Settlement, and you cannot sue, continue to sue or be a part of any other lawsuit about the Released Claims. It also means that all of the Court's orders will apply to you and legally bind you. The precise definitions of the capitalized terms in the paragraphs above can be found in the Class Action Settlement Agreement, which can be viewed at the Courthouse (Superior Court of the State of California for the County of Alameda, 1221 Oak Street, Oakland, CA 94612) during normal business hours. 7. WHAT DO I NEED TO DO TO RECEIVE A SETTLEMENT PAYMENT? You do not need to do anything to participate in the settlement. You will receive a monetary award from this Settlement approximately **** days after the Final Approval Hearing on [INSERT DATE], if the Settlement is approved and no appeals are filed. Class Counsel have been appointed and approved by the Court and Class Counsel will represent you. NOTE: It is your responsibility to keep a current address on file with the Claims Administrator to ensure receipt of your settlement payment. If you fail to keep your address current, you may not receive your settlement payment. 8. WHAT IF I WANT TO OBJECT TO THIS SETTLEMENT? You can object to any of the terms of the Settlement before the Final Approval Hearing. Failure to take the steps below will be deemed a waiver of your objections. If the Court rejects your objection, you will still be bound by the terms of the Settlement, but you will also receive a monetary award. To object, you must mail your written objection and any notice of intention to appear at the Final Approval Hearing to the Claims Administrator and the attorneys at the addresses listed below by [INSERT OBJECTION DEADLINE]: Settlement Administrator: BELL v. SOS Security [INSERT SETTLEMENT ADMINISTRATOR] Toll-free number: [TBD] 3 Counsel for Defendant: Debra Ellwood Meppen, Esq. Linh T. Hua, Esq. GORDON & REES LLP 633 West Fifth Street, 52nd Floor Los Angeles, CA 90071 Counsel for Named Plaintiff: Larry W. Lee DIVERSITY LAW GROUP, P.C. 515 South Figueroa Street, Suite 1250 Los Angeles, California 90071 (213) 488-6555 (213) 488-6554 facsimile lwlee@diversitylaw.com Edward W. Choi LAW OFFICES OF CHOI & ASSOCIATES 515 S. Figueroa St., Suite 1250 Los Angeles, CA 90071 Telephone: (213) 381-1515 Facsimile: (213) 465-4885 edward.choi@choiandassociates.com William L. Marder, Esq. POLARIS LAW GROUP 501 San Benito Street, Suite 200 Hollister, CA 95023 Telephone: (831) 531-4214 Facsimile: (831) 634-0333 bill@polarislawgroup.com Any written objections sha11 state each specific reason for your objection and any legal support for each objection. Your objection and the envelope containing the objection should state: "Attention: Bell v. SOS Security, Inc., RG 17859072." Your objection shall also state your full name, address, and the last four digits of your Social Security number and/or your Employee ID number. You will then have the right to address the Court at the Final Approval Hearing scheduled for [INSERT DATE]. You may appear personally at the Final Approval Hearing, or through your own counsel, paid for at your own expense. If you do not timely make your objection, you will be deemed to have waived all objections and will not be entitled to speak at the final approval hearing. ll/32134910v. I 9. WHAT IF I DON'T WANT TO PARTICIPATE IN THIS SETTLEMENT? You have the right to request exclusion from the settlement. To do so, you must submit a written request for exclusion to the Claims Administrator at the following address: BELL v. SOS Security SETTLEMENT ADMINISTRATOR To be valid, a written request for exclusion must state that you wish to be excluded, and (I) must contain your name (and former names, if any), current address, telephone number, and the last four digits of your Social Security number and/or your Employee ID number; (2) must be signed by you; (3) must be postmarked on or before [EXCLUSION DEADLINE]; and (4) returned to the Claims Administrator at the address listed above. Unless you timely request to be excluded from the settlement, you will be bound by the judgment upon final approval of the Settlement, including the Release described in this Notice. Class Counsel will not represent your interests if you request to be excluded. 10. WILL THE NAMED PLAINTIFF BE COMPENSATED FOR BRINGING THIS LAWSUIT? Plaintiff will request an enhancement award of up to $7,500 for his services as the Representative and for his efforts in bringing the Action. The Court will make the final decision as to the amount to be paid to the Plaintiff. Plaintiffs Application for his service award can be viewed at the Courthouse after [INSERT DATE], 4 during normal business hours (as weH as Class Counsel's Application for Attorneys' Fees and Costs as discussed below). 11. DO I HA VE A LA WYER IN THIS CASE? Yes. The Court has ordered that the interests of Named Plaintiff and the Class Members are represented by counsel for Named Plaintiff, listed above in Section 8. Settlement Class Members will not be separately charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. If you have questions about the case or the settlement, you should ask Class Counsel. Counsel for Defendant listed in Section 8 above represents SOS Security and does not represent you or any Settlement Class Members. 12. HOW WILL THE LA WYERS BE PAID? Class Counsel will be requesting from the Court an amount not to exceed 33 1/3% of the total settlement amount (in other words, up to$ 333,333.00) for their attorneys' fees and litigation costs not exceeding $30,000. A copy of Class Counsel's application for attorneys' fees and costs can be viewed at the Courthouse after [INSERT DATE], during normal business hours. The actual amount awarded to Class Counsel will be determined by the Court. 13. WHAT IS THE FINAL APPROVAL HEARING? The Court has preliminarily approved the Settlement and will hold a hearing to decide whether to give final approval to the Settlement. The purpose of the Final Approval Hearing will be for the Court to determine whether the Settlement should be finally approved as fair, reasonable, adequate, and in the best interests of the Settlement Class; to consider the award of attorneys' fees and expenses to Class Counsel; to consider the request for a service award to Named Plaintiff; and to consider the request for a service award to the California Labor and Workforce Development Agency. 14. WHEN AND WHERE IS THE FINAL APPROVAL HEARING? The Court will hold the Final Approval Hearing on [INSERT DA TE and TIME] a.m./p.m., in Department 23 of the Superior Court of the State of California for the County of Alameda, 1221 Oak Street, Oakland, CA 94612 ("Final Approval Hearing"). The Final Approval Hearing may be continued without further notice to the Class Members. It is not necessary for you to appear at the Final Approval Hearing unless you have timely filed an objection with the Court. However, you have the right to attend the Final Approval Hearing and be represented by your own counsel at your own expense. If you plan to attend the Final Approval Hearing, you may contact Class Counsel to confirm the date and time. If the Settlement is not approved by the Court or does not become final for some reason, the Action may continue to trial. 15. MAY I SPEAK AT THE FINAL APPROVAL HEARING? At the hearing, the Court will be available to hear any objections and arguments concerning the Settlement. You may attend, but you do not have to attend. You may speak at the Final Approv_al Hearing only if (a) you have timely served and filed an Objection, and (b) followed the procedures set forth in Section 8 above for notifying the Court and the parties that you intend to speak at the Final Approval Hearing. If you have requested exclusion from the Settlement, however, you may not speak at the Final Approval Hearing. 16. HOW DO I GET MORE INFORMATION? To see a copy of the Class Action Settlement Agreement (which defines the capitalized terms used in this Notice and provides a brief summary of what has happened in the Action), the Court's Preliminary Approval Order, Class Counsel's application for attorneys' fees and costs, the operative Complaint filed in the Be// lawsuit, and other filed documents related to Bell's lawsuit and this Settlement, you may view all such files 5 at the Clerk's office at the Superior Court of the State of California for the County of Alameda, 1221 Oak Street, Oakland, CA 94612. IF YOU NEED MORE INFORMATION OR HA VE ANY QUESTIONS, you may contact the Settlement Administrator at the address and telephone number Jisted below, toll free. Please refer to the SOS Security Class Action Settlement. BELL v. SOS Security SETTLEMENT ADMINISTRATOR [INSERT INFO] You may also contact the attorneys for the Class, whose names and contact information is listed above. 17. WHAT IF MY INFORMATION CHANGES? If, after you receive this Notice, you change your postal address or telephone number, it is your responsibility to inform the Settlement Administrator of your updated information. DO NOT ADDRESS ANY QUESTIONS ABOUT THE SETTLEMENT OR THE LITIGATION TO THE CLERK OF THE COURT OR THE JUDGE 6 EXHIBIT F \Doogoxmhwma NNNNNNNNNi-Iy-tr-IHHHb-Av-‘Ht-I WQQM-BWNHOCOOQOm-fiwwi-‘O Larry W. Lee, Esq. SBN 228175 DIVERSITY LAW GROUP, P.C. 515 S. Figueroa St, Suite 1250 Los Angeles, CA 90071 Telephone: (213) 488-6555 Facsimile: (213) 488-6554 BY Edward W. Choi, Esq. SBN 21 1334 LAW OFFICES OF CHOI & ASSOCIATES 515 S. Figueroa St, Suite 1250 Los Angeles, CA 90071 Telephone: (213) 381-1515 Facsimile: (213) 465-4885 Attorneys for Plaintiff and the Class CLERKO TH SUPER WNWWlllmlltll‘lllHIllHllllllllM!‘20908884 ALAMEDA COUNTY JUN 2 7 2018 COURT eputy William L. Marder, Esq. (SSN 170131) POLARIS LAW GROUP 501 San Benito Street, Suite 200 Hollister, CA 95023 Telephone: (83 1) 53 1 ~4214 Facsimile: (831) 634-0333 SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA JASON BELL, as an individual and on behalf of all others similarly situated, Plaintiffs, VS. SOS SECURITY, LLC., a Limited Liability Company, and DOES 1 through 50, inclusive, Defendants. Case No. RG] 7847734 [FWD] AMENDED ORDERAND JUDGME T OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT Date: June 26, 2018 Time: 3:00 pm. Location: 23 Judge: Hon. Brad Seligman RESERVATION NUMBER: R-l969488 l WWENDED ORDER AND JUDGMENT 0F FINAL APPROVAL 0F CLASS ACTION SETTLEMENT fi>-- -~·-., .. •-•-·· ·-~ [Jubn;." f~l U.w Ot lHL CllbCtllCU COi lUl '!'."Hr\ S ~ $018 Virl'NP)V CO'il-1.U, ~-- 'r E iJ i:....., l , 1 H)...» m-..__,.,.m._.. -u, Dvbnrylh m wr 0h ms; onuwncu cu: 1w ‘mV: 5 W‘NE‘J‘J WM L}. MEM Q \OOOQQLfl-RWNH NNNNNNNNNHHHHHHHHHr-t 0° N ON LII -h DJ N H O \O GO \J’m kl! h DJ N I--‘ O This matter having come before this Court for hearing on June 26, 2018 at 3:00 pm. on Plaintiff JASON BELL’s (“Named Plaintiff”) unopposed Motion for Final Approval of Class Action Settlement, as set forth in the Parties’ Joint Stipulation and Settlement 0f Class Action Claims (“Settlement Agreement”), pursuant to the Order Granting Preliminary Approval of Class Action Settlement (“Preliminary Approval Order”), adequate notice having been given as required in said Order, and the Court having considered all papers filed and proceedings had herein, and good cause appearing therefore, it is ORDERED, ADJUDGED AND DECREED THAT: The Court has jurisdiction over the subject matter of the action and all parties. . Based 0n a review of the papers submitted by Named Plaintiff and a review of the applicable law, the Court finds that the Gross Settlement Amount of $1,000,000.00 and the terms set forth in the parties’ Settlement Agreement are fair, reasonable, and adequate. The Settlement Agreement is hereby incorporated into this Order as though fully set forth herein. Except as otherwise specified herein and for purposes of this Order, the terms used in this Order have the meaning assigned to them in the Settlement Agreement and Notice of Pendency of Class Action and Proposed Settlement (“Class Notice”). The Court has determined that the Class Notice provided to the Class pursuant t0 the Preliminary Approval Orde_r fully and accurately informed all Class Members of the material elements of the proposed Settlement, constituted the best nOtice practicable under the circumstances, and constituted valid, due and sufficient notice t0 all Class Members. The Court hereby grants full, unconditional and final approval of the Settlement as fair, reasonable and adequate in all respects, determines that the Settlement was made in good faith and in the best interests of the Parties, and orders the Parties to effectuate the Settlement in accordance with the terms of the Settlement Agreement. The Court further finds that the Settlement was the result of arm’s-length negotiations conducted after Class Counsel had thoroughly and adequately investigated the claims and became familiar with the strengths and weaknesses of those claims. In particular, the amount of monies allocated to the Class Members, and the assistance of an experienced mediator in the settlement process, among other factors, 2 ’TFFGPUSEDTAMENDED ORDER AND JUDGMENT 0F FINAL APPROVAL OF CLASS ACTION SETTLEMENT \DWQQU‘I-fiWNh-n NNy-‘HHt-lr-Hv-Iy-‘Hp-n "OKDOO‘JON‘J‘I-PUJNb-to NNNNNN OOQQUI-AU) NN . support the Court’s conclusion that the Settlement is fair, reasonable, and adequate. The amounts agreed to be paid by Defefidant Credit Union of Southern California (“Defendant”), including the Individual Settlement Allocations to be paid to Settlement Class Members as provided for by the Settlement Agreement, are fair and reasonable under the facts 0fthis case. The Court hereby grants final approval of attorneys’ fees in the amount of $275,000.00 and costs in the amount 0f $16,502.49 to Class Counsel. Class counsel shall hold $27,500.00 in an interest bearing account pending the submission and approval of the final compliance status report after completion of the distribution process. The Court hereby grants final approval of an enhancement awafd in the amount oi $7,500.00 to Named Plaintiff, in addition to her share of the Class Settlement Payment Allocation as a Settlement Class Member, for his time and effort serving as the Class Representative. The Court also hereby approves payment of $17,000.00 to Phoenix Settlement Administrators, the appointed Claims Administrator, for the services it has'rendered and will render in administering the Settlement as described more fully in the Settlement Agreement. Pursuant to California Labor Code Section 2698, et seq., the Court also hereby approves payment of $18,750.00 to the California Labor & Workforce Development Agency (“LWDA”) as payment for Named Plaintiffs claims on his own behalf and 0n behalf of all aggrieved employees/Class Members for penalties under the Private Attorneys General Act (“PAGA”). The $18,750.00 payment constitutes the 75% allocation to the LWDA of the total amount of $25,000.00 allocated to PAGA penalties. The Court hereby finds that the Class Notice and all related documents have been mailed to all Class Members as previously ordered by the Court, and that such Class Notice fairly and adequately described the terms of the preposed Settlement Agreement, the manner in which Class Members could object to or participate in the Settlement, and the manner in which Class Members could opt out of the Class; was the best notice practicable under the circumstances; was valid, due and sufficient notice to all Class Members; and complied fully with California Rule of Court 3.769, due process and all other applicable laws. The Court further finds that a 3 [PBQBOSED] AMENDED ORDER AND JUDGMENT OF FINAL APPROVAL 0F CLASS ACTION SETTLEMENT \OOOQONM-QUJNI-A NNNNNNNNNb-‘r-‘r-Ap-tp-tr-‘r-‘r-AHH OOflosm-hWNHOKOOO‘JCNm-PWNHO full and fair opportunity has been afforded to Class Members to participate in the proceedings convened to determine Whether the proposed Settlement Agreement should be given final approval. Accordingly, the Court hereby determines that all Class Members who did not file a timely and proper request to be excluded from the Settlement are bound by this Order. The Court finds that the Settlement Agreement is fair, reasonable, and adequate as to the Class, Named Plaintiff and Defendant. The Court further finds that the Settlement is the product of good faith, intensive, serious, non-collusive, and arm’s-length negotiations between the Parties, is supported by an evidentiary record, experienced and qualified Class Counsel and involvement of an experienced mediator, and all Settlement Class Members, and confers a significant financial benefit to the Class commensurate With the likely recovery if Named Plaintiff prevailed at trial and the risks of continued litigation. The Court further finds that the Settlement Agreement is consistent with public policy, and fully complies with all applicable provisions of law, including the provisions of California Code of Civil Procedure section 382 and California Rules of Court, Rule 3.760. The nature of the claims, the strength of Defendant’s defenses, the amounts paid under the Settlement, the allocation of settlement proceeds among the Settlement Class Members and the fact that a settlement represents a compromise of the Parties’ respective positions rather than the result of a finding of liability at trial all support the Court’s decision granting final approval. The following factors also support the decision granting final approval: the risk, expense, complexity and likely duration of further litigation; the risk oi attaining and maintaining class action status throughout the proceedings; and the extent of discovery completed and the stage of the proceedings. The reaction of the Class Members to the proposed Settlement further supports the Court’s decision granting final approval. There are no requests for exclusion from the Settlement. Also, n0 objections have been submitted to the Settlement by ‘any of the Class Members. ' Phoenix Settlement Administrators shall calculate and administer from the Maximum Gross Settlement Amount the following, all of which shall be deducted from the $1,000,000.0q Gross Settlement Amount: Settlement Class Awards to be made to the Settlement Class 4Wm AMENDED ORDER AND JUDGMENT 0F FINAL APPROVAL 0F CLAss ACTION ‘ SETTLEMENT \DOONONMAUJNH OOQCNUIAUJNHOWWQQLh-bWN-‘o Members; Attorney’s Fees and Expenses Payment to Class Counsel; Enhancement Payment to the Named Plaintiff; and PAGA payment to the LWDA. A total of approximately $665,247.00 will be distributed to the Settlement Class Members, which the Court hereby fully and finally approves. Phoenix Settlement Admifiistrators is hereby directed to take all other actions in furtherance of the settlement administration as specified in the Settlement Agreement. The releases, waivers and covenants not to sue by the Named Plaintiff and Settlement Class Members, as set forth in the Settlement Agreement (including but not limited to paragraph 18 of the Settlement Agreement and all corresponding definitions) and in the Class Notice, are approved and are hereby incorporated by reference and made a part of this Order as 'though fully set forth herein. As more specifically set forth in the Settlement Agreement, by operation of the entry of this Order and Judgment and pursuant to the Settlement, Named Plaintiff and Settlement Class Members waive and release the Released Claims as set forth in the Settlement Agreement, which are barred pursuant to this Order and Judgment. By means of this Final Approval Order, final judgment is entered, as defined in section 577 of the California Code of Civil Procedure, binding each "Settlement Class Member and Operating as a fill] release and discharge of Released Claims. All rights to appeal this Order or the Judgment have been waived except as specifically permitted in the Settlement Agreement. Nothing in this Order and Judgment shall preclude any action to enforce the Parties’ obligations under the Settlement or under this Order. A compliance hearing is set for March 12, 2019 at 3:00 p.111. in Department 23 of the above-referenced ‘Court. At least five (5) days prior to the compliance hearing, the Claimg Administrator will provide written certification of such completion to the Court and counsel for the Parties. Without affecting the finality of the Judgment in any way, the Court reserves exclusive and continuing jurisdiction over the action and the Parties for purposes of supervising the implementation, enforcement, construction, administration and effectuation of the Settlement Agreement. 5 [PROPBSE‘BfAMENDED ORDER AND JUDGMENT OF FINAL APPROVAL 0F CLASS ACTION SETTLEMENT \Dm‘QONm-hwwh‘ N [\J [\J N [\J [\J Ix.) [\J N.r-l i-‘ p-A x-s H h-a rdJ-t ’-a H mfiamgUJNHOWWQONLA-hWNF-‘O The Parties and Phoenix Settlement Administrators are hereby ordered to implement and comply with the terms of the Settlement Agreement. Notice of entry of this Order and Judgment shall be given to Class Counsel on behalf ofNamed Plaintiff and all Settlement Class Members. It éhall not be necessary to send notice of entry 0f this Order and Judgment to Class Members. IT IS SO ORDERED. Dated: June 2,1018 HON. BRAD MIGMAN ALAMEDA COUNTY SUPERIOR COURT JUDGE 6 [PROPOSEDJAMENDED ORDER AND JUDGMENT 0F FINAL APPROVAL OF CLASS ACTION SETTLEMENT EXHIBIT G SCOTT COLE &ASSOCIATES, APC ATTORNEYS AT LAW . sss 12w STREET, sum: 1725 OAKLAND, CA 94507 TEL: (s 10) 891-9800 KOOOQQUI-PUJNH NNNNNNNNNHHi-‘H Scott Edward Cole, Esq. (S.B. #160744) Laura Grace Van Note, Esq. (S.B #3 10160) Andrew Damel Weaver, Esq. (S.B. #318935) Eric Scott Fackrell, Esq. (S B. #298062) SCOTT COLE & ASSOCIATES, APC 555 12th Street suite 1725 Oakland, California 94607 Telephone: (5 1'0) 891-9800 Facsimile: (510) 891-7030 Email: scole@sca1aw.com Email: Ivannote scalaW.com Email: aweaver scalaw.com Email: efackrell scalaw.com Web: www.scalaw.com Attorneys for Representative Plaintiffs, Aggrieved Employees and the Plaintiff Class IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA I IN AND FOR THE COUNTY OF SACRAMENTO MAGED HAKEEM, SHERIF HAKEEM and BARBARA SANCHEZ individually, and on behalf of all others similarly situated, _ Case No. 34-2019-00270901 CLASS ACTION FIRST AMENDED COMPLAINT FOR Plaintiffs, DAMAGES, INJUNCTIVE RELIEF AND vs. RESTITUTION UNIVERSAL PROTECTION SERVICE ’ ~ LP, and DOES 1 through 100, inclusive, [JURY TRIAL DEMANDED] Defendant. Répresentative Plaintiffs allegeas follows: INTRODUCTION 1. This’ is a class action Seeking unpaid compensation for meal and/or rest period violations, interest thereon, reimbursement of business expenses, liquidated damages and other penalties, injunctive and other equitable relief, and reasonable attorneys” fees and costs under, inter alia, California Labor Code §§ 200204, 210, 218, ez‘ seq, 224, 225.5, 226, ez‘ seq, 256, 510, -1- I First Amended Complaint for Damages, Injunétive Relief and Restitution SCOTT COLE &ASSOCIATES, APC ATTORNEYS AT LAW 555 12"“ STREET, SUITE 1725 OAKLAN D. CA 94-60 7 TEL: [510) 89 1-9900 KOOOQQUI-PUJNM NNNNNNNNHHHH [\J ' 00 512, 558, 1174, 1174.5, 1182.12, 1194, er seq, 1197, 1197.1, 1198, 1199, 2800, 2802, 2810.5, 2698, et seq., California Business and Professions Code §§ 17200, ez‘ seq. and California Code of Civil Procedure § 1021.5. Plaintiffs Maged Hakeem, Sherif Hakeem and Barbara Sanchez (“Representative Plaintiffs” or “Plaintiffs”)'bring this action on behalf 0fthemselves and‘ all other persons similarly situated (“Class Members” and/or the “Plaintiff Class”) 'who are or have been employed by defendants Universal Protection Service, LP, land/or Does 1 through 100, inclusive (collectively “Defendant”) as hourly employees within the State of California within the applicable class period. 2. The relevant class périod extends thrbugh trial, based upon the allegation that the Violations 0f California’s wage and hour laws, as described more fully below, have been ongoing throughout that time. 3. During the class period, Defendant has had a consistentpolicy of (1) unlawfully I denying Plaintiffs and Class Members statutorily-mandated meal and rest periods, (2) willfully failing t0 provide Plaintiffs and Class Members With accurate semimonthly itemized wage statements reflecting the total number of hours éach worked, the applicable deductions, and the applicable hourly rates in effect during the pay period, afid (3) willfully failing to pay compensation in a prompt and timely manner to Plaintiffs and those Class Members Whose employment With Defendant has terminated. ‘ 4. Defendant operates a security service company Within California for Which Representative Plaintiffs worked as non-exempt employees. The Representative Plaintiffs are informed and believe and, on that basis, allege that, Within the Class Period, Defendant employed hundreds 'of indiViduals in California in recent years in non-exempt positions, employment positions Which did not, and currently do not, meet any known test for exemptionfiom the payment of overtime wages and/or the entitlement t0 meal or rest periods. 5. Despite acfual knowledge of these facts and legal mandates, Defendant has and gentinues to enj0y an advantage over its competition and a resultant disadvantage to its workers by electing not t0 pay all wages due (including missed meal and rest period compensation) and/or . -2- First Amended Complaint for Damages, Injunctive Relief and Restitutidn SCOTT COLE & ASSOCIATES, APC ATTORN 3Y5 AT LAW 555 12TH STREET, sums 1725 OAKLAND, CA 94607 TEL: (510) 39 1-9300 ‘ \O 00 fl O\ U1 -I>~ U) N ’-‘ NNNNNNNNNH' ooqoxm4>wwwoxoafiaaxmfifis lall penalties due (including “Waiting time” penalties) to its Califomia-based non-exempt ' Defendant’s officers knew of these facts and legal mandates yet, nonetheless, repeatedly ' unfair and/Qr fraudulent business practices under California Business & Professions Code § 17200, employees. 6. Representative Plaintiffs are informed and believe and, on .that basis, allege that authorized and/or ratified the violation ofthe laws cited herein. 7. ‘ Despite Defendant’s knowledge of Class Members’ entitlement t0 expense rehfibursements and meal and/or fest periods for all applicable wqu periods, Defendant failed to provide v tfie same to Class Members, in Violation of California state statutes, the applicable California Industrial Welfare'Commission Wage Order, find Title 8 of the California Code 0f Regulations. This action is brought to redress and end this prolonged pattern ofunlaWfifl conduct. JURISDICTION AND VENUE 8. This Court has jurisdiction over the Representative Plaintiffs’ and Class Members” claims for unpaid wages, expenses and/or penalties under, im‘er alia, the appliéable Industrial Welfare Commission Wage Order, Title 8 .of the California Code of Régulations, Labor Code §§ 201-204,~226, 226.7, 512, 1174, and/or the California Code of Civil Procedure § 1021.5. - ’9. This Court also has jurisdiction over the Representativé Plaintiffs’ and Class Members ’ claims for injunctive reliefand restitution 0fill-gotten benefits arising fi-om Defendant’s ez‘ seq. v 10. Venue aslto Defendant is proper in this judicial district pursuant to California Code of Civil Procedure § 395(a). Defendant has a branch office and provides. security services Within the County 0f Sacramento (where numerous Class Members worked), transacts business, has agents, and is otherwise Within this Court’s jurisdiction for purposes of service of process. The unlawful acts~alleged herein have and have had a direct effect 0n Representativc Plaintiffs and _ those similarly Situated Within the State 0f California and Within the County 0f Sacramento. -3- First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE 8L ASSOCIATES, APC ATTo RNEYs AT LAw 555 12TH STREET, SUITE 1725 OAKLAND, CA 94507 TEL: (510) 89 1-9300 KO 0° -fl O\ U1 ~D~ U) [\J H .NNNNMNMNNH V mummAwwwooaSaaz’CSE‘SS PLAINTIFFS .1 1. Representative Plaintiffs Maged Hakeem, SherifHakeem and'Barbara Sanchez are natural persons Who were employed by Defendant as non-exempt employees during the Class. Period. _ . 12. In these éapacities, Representative Plaintiffs are and were entitled t0 full, unintermpted and statutorily-mandated meal and rest periods, as well as other benefits 0f employment as set forth herein. ’ ‘ ' DEFENDANT 13. Representative Plaintiffs ate informed and believe and, op that basis, allege that, at all times herein relevant, defendants Universal Protection Service, LP, and Does 1‘ through 100, did business Within the State of California providing security services. 14. Those defendants identified as Does 1 through 100, inclusivé, are and were, at all relevant times herein-mentioned, officers, directors, partners, and/or managing agents of some or each 0f the remaining defendants. Representative Plaintiffs are informed and believe and, on that basis, allege that, at all relevant times herein mentioned, defendants Universal Protection Service, ‘ LP, and those identified as Does 1 through 100, inclusive, employed and/or exercised control over the wages, hours and/or working conditions 0f the Representative Plaintiffs and Class Members Within the State of California. I 15. The Representative Plaintiffs are unfiware o'fthe true names and capacities ofthose defendants sued herein as Ddes‘l throfigh 100, inclusive and, therefore, sues these‘defendants by such fictitious names. The Representative Plaintiffs Will seek leave 0f éourt to amend this Complaint Wheri such names are ascertained. The Representative Plaintiffs are informed and believe and, on that basis, allege that each 0f the fictitiously-named defendants were responsible . in some manner for, gave consent to, ratified, and/or authorized the conduct herein alleged and that the Representative Plaintiffs” and Class Members’ damages, as herein alleged, were proximately caused thereby. 16. Representative Plaintiffs. are informed and believe and, on that basis, allege that, at all relevant times herein mentioned, each 0fthe defendants was the agent and/or employee 0f each . -4- First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE &ASSOCIATES, APC OAKLAND, CA 94607 TEL: (510) 89 1-9800 ATTORNEYS AT LAW 555 121'" STREET, SUITE 1725 \OOOVQUI-bmmht NNNNNNNN 'h ‘ ooqoxmgmwwgtc-SQSEGES’QSS ofthe remaining defendants and, in doing the acts herein alleged, was acting within the course and scope 0f such agency and/or employment. CLASS ACTION ALLEGATIONS 17. The Representative Plaintiffs bring this action 0n behalf of themselves and as a class action on behalf of all persons similarly situated and proximately damaged by Defendant’s . conduct including, but not. necessarin limited to, the following Plaintiff Class: “A11 current and former non~exempt employees Who worked at any time for Defendant in California after November 22, 2017.” 18. Defendant’s officers and directors are excluded from the Plaintiff Class. 19'. "This action has been brought and may properly be maintained as' a class action under California Code 0f Civil Procedure § 382 because there is a well-defined community 0f interest in the litigation and the proposed Class is easily ascertainable. a. Numerosi’gy: A class action is the only available method for the fair and efficient adjudication of this controversy. The members 0f the Plaintiff Class are so numerous that joinder of all members is impractical, if not impossible, insofar as Representative Plaintiffs are informed and believe and, 0n that basis, allege that there are sufficient Class Members to meet thc numerosity requirement. Membership in the Class Will be determined .upon analysis of employee and payroll, among other, records maintained by Defendant. b. Commonalityz- The Representative Plaintiffs and the Class Members share a community 0f interests in that there are numerous common questions and issues 0f fact and lawwhich predominate over any questions and issues solely affecting individual members, including, but not necessarily limited to: 1) Whether Defendant violated California Business I and Professions Code § 17200, ez‘ seq. by failing t0 provide meal and/or rest breaks t0 Class Members working eligible shifts; 2) Whether Defendant violated. California Labor Code § 1174 by failing t0 keep accurate records of gmployees’ hours ofwork; 3) 'Whether Defendant violated California Labor Code §§ 20 1-204 , by failing to pay wages due and owing at the time that certain Class Members’ employment With Defendant terminated; _ -5- First Amended Complaint for Damages, Injlinctive Relief and Restitution . SCOTT COLE &ASSOCIATES, APC ATTORNEYs AT LAW 555 12m STREET. SUITE 1725 OAKLAND, CA 94607 TEL: (s10) 891-9800 KooonLA-A'wNv-t NNNNINNNNNHH. ’ 4) Whether Defendant violated California Labor Code § 226 by failing t0 provide semimonthly itemized statements t0 Class Members 0f total hours worked by each and, all applicable hourly rates in effect during the pay period; and 5) Whether Class Members are entitled to -“waiting time” penalties, pursuant to California Labor Code § 203. c. -- ‘ Typicality: The Representative Plaintiffs’ claims are typical of the claims of Class Members. TheRepresentative Plaintiffs and Class _.Members sustained damages ansing out of and caused by Defendant’s common course of conduct in Violation 0f law, as alleged herein. d. ' Adequacy of Representation: The Representative Plaintiffs in this class action are adequate representatives ofthe PlaintiffClass in that the Representative Plaintiffs” claims are typical of those of the Plaintiff Class and the Representative Plaintiffs have the same interests in the litigation of this case as the Class Members. The Representative Plaintiffs are committed to Vigorous prosecution of this case and have retained competent counsel who are experienced in conducting litigation ofthis nature. The Representative Plaintiffs are not subj ect t0 any individual defenses unique from those conceivably applicable to Class Members as a' Whole. The Representative Plaintiffs anticipate no management difficulties in this litigation. e. Superiority! of Class Action: Since the damages; suffered by individual Class Members, While not inconsequential, may be relatively small, the expense and burden of individual litigation by each member makes 01' may make it impractical for Class Members to seek redress individually for the wrongful conduct alleged herein. Should separate actions be brought, or be required to be brought, by each individual Class Member, the resulting multiplicity 0f lawsuits would cause undue hardship and expense for the Court and the litigants. The prosecution ofseparate actions would also create a risk ofinconsistent rulings Which might be. dispositive ofthe interests of other Class Members Who are not parties to the adjudications and/or may substantially impede their ability to adequately protect their interests. COMMON FACTUAL ALLEGA’I-‘IONS' 20. As desdfibed herein, for years, Defendant has knowingly failed to adequately compgnsaté those employees within the class definition identified above for all wagés earned (including premiurfi wages such as compensation for missed meal and/or rest periods) under the California Labor Code and the applicable I‘WC .Wage Order, thereby enjOying a significant competitive edge over other security service providers. -5- First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE &ASSOCIATES, APC ATTORNEYS AT LAW SSS 121'“ STREET, SUITE 1725 ‘ OAKLAN D, CA 946 07 TEL: [510] 89 1-9 800 \OOOQONUW-PWNy-A NNNNNNNN‘NH ooqoxulAwww-aoxoagaagafizg 21. Defendant has declined to pay these wages, even upon a Class Members” termination 0r resignation from employment, in blatant violation of California Labor Code § 201 and/or § 202. I . ‘ 22. I California Labor Code §§ 201 and 202 require Defendant to pay severed employees, all 'Wages due and owed to the employee immediately upon discharge or Within 72 hours of resignation of their positions, in most circumstances. California Labor Code § 203 provides that an employer Who willfully fails t0 timely pay such wages must, as a penalty, continue to pay the 'subjest employees’ wages until the back wages are paid in full or an action is commenced, and the payment 0f such penalty shall continue for a period oftime up to 3O days. 23. Moreover, according to Diefe'ndant’s policies, Plaintiffs and Class Members were required t0 incur business expenses related to the operations ofDefendant but were hot reimbursed for those expenses. n I V 24. Furthermore, despite its knowledge of the Reprgsentative Plaintiffs’ and the Class Members’ entitlement to compensation for all hours worked, Defendant violated California Labor Code -§ 1 174(d) by failing to provide or require the use, maintenance, 0r submission offime records by members 0f the Plaintiff Class; Defendant also failed to pro'vide the Representative Plaintiffs ahd Class. Members With accurate semimonthly itemized statements of the total nfimber of hours worked by each, and all applicable hourly rates in effect, during the pay period, in Violation 0f California Labor Code § 226. In failing to provide the required documents, Defendant has not only failed t0 pay its wofkers the full amount ofcompensation due, but the company has also, until now, effectively shielded itself from its employees’ scrutiny by concealing the magnitude and financiai impact of its wrongdoing that such documents might otherwise have led workers t0 discover. 25. Representative Plaintiffs and all persons similarly Situated are entitled to unpaid compensation, yet, to date, have not received such compensation despite many ofthe same having ' been terminated by and/or feéigned from Defendant’s employ. More than 30 days have passed since certain Class Members have left Defendant’s employ. 26. As a consequence of Defendant’s willful conduct in hot paying former employees’ compensation for all hours worked in a prompt and timely manner, Representative Plaintiffs and , _7_ First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE &ASSOCIATES, APC I ATTORNEYS AT LAW 555 12TH STREET, SUITE 1725 OAKLAND, CA 94-607 TEL: [510) 891-9300 H \OOOQO‘xUl-PUJN NMNNNNNNNHH ooqoxmhwwv-LoxoooSE‘EEEEZS certain Class Members are entitled to up to 30 days wages as a penalty under California Labor Code § 2032 togetfier with attomeys’ fees and costs. I 27. As a direct and proximate result of. Defendant’s unlawful conduct, as set forth herein, Representative Plaintiffs and Class Members have sustained damages, as described above, including compensation for loss ofearnings for houréworked on behalfofDefendant, 1'11 an amofint f0 be established at trial. As a fufiher direct and proximate result ofDefendant’s unlawful conduct, as set forth herein, certain Class Members are entitled to recover “waiting time,” penalties (pursuant to California Labor Code § 203) and penalties for failure to provide semimonthly statements of hours worked and all applicable hourly rates (pursuant to California Labor Code §h 226) in an amount to be Established at trial. As a further direct and proximate result ofDefendant’s unlawful conduct, as set” forth herein, Representative Plaintiffs and Class Members are also entitled to recovei‘ costs and attorneys’ fees pursuant to Califomia Code of Civil Procedure § 1021.5, among other authorities. ‘ I - ‘ . 28. Representative Plaintiffs seek injunctive relief prohibiting Defendant from engaging in the complained-of illegal labor acts and practices in the future. Representative Plaintiffs élso seek restitution 0f costs incufied by RepreSentative Plaintiffs and Class Members under California’s Unfair Competition Law. Unless enj oined, Defendant’s unlawful conduct will continue unchecked, While Representative Plaintiffs and Class Members bear the financial brunt 0fDefendant’s unlawful conduct. As a further direct and proximate result ofDefendant’s unlawful conduct, as set forth herein, RepresentatiVe Plaintiffs and the Plaintiff Class are also entitledtq recoverposts and attomeys’ fees, pursuant to statute. 29. Representative Plainfiffé have complied with the procedures for bringing suit specified in California Labor Code §‘26993 necessary to maintain a civil action against Defendant for Violation 0f (and/or recove-ryunder) California Labor Code §§ 200-204, 210, 21 8, etseq? 224, 225.5, 226, er seq, 256, 510, 512, 558, 1174, 1174.5, 1182.12,'1194, et seq, 1197, 1197.1, 1198, 1199, 2800, 2802, 2810.5, and 2698, erseq. ' ' -3- First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE SLASSOCIATES, APC ATTORN EYs A'r LAW 555 12m STREET, SUITE 1725 OAKLAND. CA 94607 TEL: [510) 891-9800 \OOOQQUI-hmwh‘ NNNNNNMM »-- - ooqoxm..h.mw~8\o;333:$5:5 FIRST CAUSE OF ACTION UNLAWFUL FAILURE TO PAYWAGES (California Labor Code $8 200-204, 510, 558, 1194, 1197 and 1198; IWC Wage Order) 30. Representative Plaintiffs incorporate in {his cause 0f action each and every allegation of the preceding paragraphs, With the same force and effect as though fully set forth herein. 3-1. During the limitations period, Plaintiffs performed work for Defendant, oftentimes in excess of eight hours in a workday and/or forty hours in a workweek». The number 0f hours Will- be proven at trial. 32. During the limitations period, Defendant refused to compensate Plaintiffs for all 0f the wages earned, in violation of the applicable IWC Wage Order and‘pi‘ovisions ofthe California Labor Code. ' 33. At all relevant times, Defendantwas aware of, and was under a duty to comply With, the overtime provisions ofthe California Labor Code including, but not limited to, California Labor Code §§ 510, 1194, and 1198. I 34. California Labor Code §h 5 1 0(a), in pertinent part, provides: Any work in excess of eight hours in one workday and any work in excess of 40' hours in any one workweek and the first eight hours worked 0n the seventh day of work in any one workweek Shall be compensated at the rate of no less than one and one-half times the ' regular rate 0fpay for an employee. . 35. California Labor Code § 1194(a), in pefiinent part, pfovides: Notwithstanding any agreement to work for a lesser wage, any employee receiving less than the legal minimum wage or the legal overtime compensation applicable to the em loyee is entitled t0 recover in a civil action the unpaid balance oft e full amount ofthis minimum wage or overtime compensation, including interest thereon, reasonable attomeys’ fees, and costs of suit. 36. California Labor Code § 1198, in pertinent part, provides: The maximum hours 0f work and the standard conditions of labor fixed by the commission shall be the maximum hours of work and the standard conditions of labor for employees. The employment of any employee for longer hours than those fixed by the order 0r under conditions of labor prohibited by the order is unlawful. _9_ First Amended Complaint for Damages, Injunctive Relief and Restitution I 555 12"“ STREET. SUITE 1725 SCOTT COLE &ASSOCIATES, APC ATTORN 5Y3 AT LAW ' OAKLAND, CA 94507 TEL: (5 10) $9 1-9800 \O 0° Q 0V U‘I «k LA) N H NNNNNNNNNHH ooqoxm-hmmwoxoooSKSEi-SESS 37. By refusing t0 cpmpensate Plaintiffs for overtime wages earned, Defendant violated those Californié Labor Code provisions cited herein as well as the applicable IWC Wage Order. 38. Defendant’s conduct, as heretofore detailed, represents underpayment of wages pursuant t0 Califofilia Labor Code §§ 218, et seq, 225.5, 558, 1182.12, 1194.2, 1197; 1197.1, 1198, for Which Plaintiffs seék damages and/or penalties according to proof. 39. As a direct and proximate result 0f Defendant’s unlawful conduct, as set forth herein, Plaintiffs have sustained damages, including loss of earnings for hours ofovertime worked on behalf of Defendant, in an amount to be pstablished at trial. As‘ a further direct and proximate ' result of Defendant’s unlawful conduct, as set forth herein, Plaintiffs are entitled to recover penalties in amounts to be established at trial, as well as attorneys” fees and costs, and restitution, pursuant to statute. SECOND CAUSE OF ACTION FAILURE TO PROVIDE MEAL AND REST PERIODS LCalifornia Labor Code $8 226.7 and 512) 40. I Representative Plaintiffs incorporate in this cause of action each and every allegation of the preceding paragraphs, With the same force and effect as though fully set forth herein. 41. At all relevant times, Defendant was aware ofand was under a duty' to comply With California Labor Code § 226.7 and §512. 42. California Labor Code § 226.7 provides: (a) N0 empioyer shall require any employee to work during any meal 0r rest period mandated by an applicable order ofthe Industrial Welfare Commission. ' . (b) If an employer fails t0 provide an employee a meal period or rest period in accordance With an applicable order of the Industrial Welfare Commission, the employer Shall pay the employee one additional hour of pay at the employee’s regular rate of compensation for each work day that the meal or rest period is not provided. . -10- First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE &Assoc1ATEs, Apc ATTORNEYS A'I‘ LAW 555 12TH STREET, SUITE 1725 OAKLAND, CA 94607 TEL: (510) 891-9800 \oooqamhmph‘ NNN'NNNNN,NHHHH ooqoxmquwwy-ono.ooqm33835:8 43. 4'4. employers provide all applicable meal and/or rest periods to non-exempt (including Exempt- Moreover, California Labor Code § 5 12(a) provides: A11 employer may not employ an employee for a work period of more than five hours per day Without providing the employee with a meal period of not less than 30 minutes, except that if the total work period per day of the employee is no more than six hours, the ' meal period may be waived by mutual consent ofboth the employer and employee. A11 employer may not employ an employee for a work period of more than 10‘ hours per day Without providing the employee With a second meal period 0f not less than 30 minutes, except that if the total hours worked is no more than 12 hours, the second meal- period may be waived by mutual Consent of the emplocylrer and the employee only if the first meal period was not wawe . v Sections 11 and 12, respectively, of the applicable. IWC Wage Order mandate ‘ misclassified) employees. 45. 46. Section 11 ofthe applicable IWC Wage Order provides: (A) Nb employer shall employ any person for a work period ofmore » - than five (5) hours without a meal period 0f not less- than 30 minutes... (B) An employer may not Employ an employee for a work period of more than ten (1 0) hours per day Without providing the employee With a second meal period of not less than 30 minutes. .. ‘ . (C) If an employer fails t0 provide an employee a meal period in accordance with the applicable provisions of this order, the employer shall pay the employee one (1) hour of pay at the employee’s regular rate of compensation for each workday that the meal period is not providad. . Moreover, Section 12 of the applicable IWC Wage Order provides: (A) Every employer shall authorize and permit all employees t0 take rest periods, Which insofar as practicable shall be in the middle of each work period. The authorized rest period time shall be based on the total hours worked daily at the rate of ten (10) minutes net rest time per four (4) hours 01‘ maj 01* fiaction thereof (B) If an employer fails t0 pfovide. an employee a rest period in v accordance With the applicable provisions of this order, the employer shall pay the employee one (1) hour of pay at the employee’s regular rate of compensation for each workday that the rest period is not provided. -11- First Amended Complaint for Damages, Injunctive Reliefand Restitution SCOTT COLE 8L ASSOCIATES, APC ATTORNEYS AT LAW 555 12W STREET, SUITE 1725 OAKLAND, CA 94607 TEL: [510) 391-9300 \oooqoxmhwmw NNNNMNNNNHHH .mqmmhmwwoomqafii’u‘ofifig herein. 47. By failing to consistently provide uninterrupted thifty~minute meal periods Within the first five hours of work each day and/or uninterrupted net ten-minute rest periods to Representative Plaintiffs and Class Members, Defendant violated the California Labor Code and I applicable IWC Wage Order provisions. 48. Representative Plaintiffs are informed and believe and, on that basis, allege that Defendant has never paid the one hour 0f compensation t0 any Class Member due to its violatibns 0f the California Labor Code and'applicable IWCWage Order provisions. A 49. .As a direct afid proxfinate result 0f Defendant’s unlawful conduct, as set forth herein, Representative Plaintiffs and Class Membefs have sustained damages, including lost compensation resulting from missed meal and/or rest periods, in an amount to be established at trial. _ I 50. As a further direct and proximate result of Defendant’s unlawful conduct, as éet forth herein, certain Class Members are entitled to recover “waiting time” and other penalties, in amounts t0 be established at trial, as well as recovery 0f attomeys’ fees and costs, pursuant t0 statute. ' THIRD CAUSE OF ACTION FAILURE T0 PROVIDE ACCURATE ITEMIZED WAGE STATEMENTS LCalifornia Labor Code §§ 226 and 1174) 51. Representative Plaintiffs incorporate in this cause 0f action each and every allegation 0f the preceding paragraphs, with the same force and effect as though fully set forth 52. .. California Labor Code § 226(a) provides: Each employel shall semimonthly, 01 at the time 0feach payment 0f wages, furnish each of his 0r her employees either as a detachable part of the check, draft or voucher paying the employee s wages, or separater When wages are paid by personal check or cash, an . itemized wage statement in writing shOWing: (1) gross wages , earned; (2) total number of hours worked by each employee Whose compensation is based on an hourly wage; (3) all deductions, provided that all deductions made on written orders 0fthe employee may be aggregated and shown as one item; (4) net wages earned; (5) the inclusive date of the period for Which the employee 1s paid; (6) -12- . First Amended Complaint fo'r Damages, Injunctive Relief and Restitution ATTORNEYS AT LAW 555 127" STREET, SUITE 1725 SCOTT COLE &ASSOCIATES, APC OAKLAND, CA 94607 TEL: [510) 891-9800 W \oooqoxmgww NNNNNNNM m_umm‘AwNHbo‘JG'o-o‘SEGKSSSS the name ofthe employee ahd his 0r her social security number; and (7) the name and address ofthe legal entity Which is the employer. 53. Moreover, California Labor Code § 226(e)kprm'/ides: An employee suffering injury as a result 0f a knowing and intentional failure by an employer to comply With subdivision (a) is entitled t0 recover the greater of all actual damages or fifty dollars ($50) for the initial pay period in which a Violation occurs and one ' hundred dollars ($100) per employee for each Violation in a ' subsequent pay period, not exceeding an aggregate penalty of four thousand dollars ($4,000), and is entitled to an award of costs and reasonable attorney’s fees. 54. Finally, California Labor Code § 1174(d) provides: Every person employing labor in this state shall. . . [k]eep, at a central location in the state...payroll records showing the hours Worked daily by and the wages paid to...employees.... These records shall be kept in accordance with rules established for this purpose by the commission, but in any case shall be kept on file for not less than two years. 55. Representative Plaintiffs seek to recover actual damages, costs, and attorney‘s’ fees under these provisions onbehalf ofthemselves and 0n behalf of all Class Members. 56. Defendant has failed to provide'timely, accurate itemized wage statements to the Representative Plaintiffs and Class Members in éccOrdance with California Labor Code § 201 .3, 204, 226, 226.3 1174, 1174.5 and 2810.5. Representative Plaintiffs are informed and believes and, on that basis, alleges that none ofthe statements provided by Defendant accurately reflected actual gross wages earned, net wages earned, or the appropriate deductioris of such Class Members. 57. As a direct and proximate result 0f Defendant’s unlawful conduct, as set forth herein, the Representative Plaintiffs and Class Members havp sustained damages in an amount té be established at trial and are entitled to recover attorneys’ fees and costs of suit. /// /// /// . -13- - ' First Amended Complaint for Damages, Injunctive Reliefand Restitution SCOTT COLE &ASSOCIATES, APC ‘ ATTo RNEYS AT LAW 555 12TH STREET, SUITE 1725 OAKLAND, CA 94607 TEL: (510) 891-9800 \Oooflmmuhwwifl NMMNNNNNNH muamamN-HOKDESEGKSEZS FOURTH CAUSE OF ACTION FAILURE TO PAY WAGES ON TERMINATION I (California Labor Code S 203) 58. Representative Plaintiffs incorporate in this cause of action each and every allegation 0f the preceding paragraphs, with the same force and effect as though fillly set forth ' herein. '59. California Labor Code § 203 provides that: If an employer willfully fails t0 pay, without abatement 01' reduction, in accordance With Sections 201, 201.5, 202, and 205.5, any wages of an employee who is discharged or Who quits, the wages of the employee shall continue as a penalty from the due date thereof at the same rate until paid or until an action therefor is commenced; but the wages shall not contimle for more‘ than 30 days. 60. Plaintiffs and numerous Class Members were employed by Defendant during the ‘ class period and were thereafter terminated or resigned from their positions, yet they were not paid all premium (ovelfirne) wages due upon said termination 0r within 72 hours of said resignation of employment therefrom. Said non-payment was the direct and proximate résuit of a willful refusal t0 do so by Defendant. 61. More than 30 days have elapsed since certain Class Members Were involuntarily terminated or voluntarily resigned from Defendant’s employ. 62. As a direct and proximate result 0f Defendant’s willful conduct in failing to pay said Class Members foi‘ all hours worked, affected Class' Members are entitled t0 recover “waiting time” penalties of up to thirty days’ wages pursuant to California Labor dee § 203, 256 in'an amount t0 be established at trial, together with interest thereon, and attQmeys’ fees and costs. /// /// -14- . . First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE &ASSOCIATES, APC ATTo RNEYS AT LAW 555 12TH STREET, sun's 1725 OAKLAND, CA 94507 TEL: (510) 591.9800 KDOOQONU‘t-Puowr-L NNNNNNNNN-HMH mumm-bw‘w’wowmqgmgaszg FIFTH CAUSE OF ACTION FAILURE TO REIMBURSE EXPENSES AND/OR PROHIBITED CASH BOND LCalifornia Labor Code $8 406 and 2802) 63. Representative Plaintiffs incorporate in this cause 0f action each and every allegation of the preceding paragraphs, With the same force and effect as though fully set forth herein. 64. During the class period, Defendants required the Representative Plaintiffs and Class Members t0 incur expenses related to the business operations ofDefendant. These expenses include(d), withdut limitation, use 0f their personal cellular devices for company purposes. These expenditures were incurred in direct consequence of the discharge of the duties of Representative Plaintiffs and members ofthe Plaintiff Class, or oftheir obedience t0 the directions ofthe employer and have not yet been reimbursed by Defendant. . A . 65. At all relevant times, Defendants were aware of and was undefa duty t0 comply With various provisions of.the California Labor Code, including, but not. necessarin limited to §§ 224, 406, 2800, and 2802(a). 66. California Labor Code § 406 provides: Any property put up by an employee, or applicant as a part of the contract ofemployment, directly 01 indirectly, shall be deemed to be put up as a bond and ls subject to the plovisions of this article Whether the propefiy is put up 0n a note or as a loan 0r at} investment and regardless 0fthe welding 0fthe agreement under which it is put up. '- 67. _ California Labor Code § 2802(a) provides: - An employer shall indemnify his 01 her employee for all necessary expenditures or losses incurred by the employee 1n direct consequence of the discharge of his 0r hel duties or ofhis or hel obedience to the directions 0fthe employer, even though unlawful, unless the employee, at the time of obeying the directions, believed them t0 be unlawfill. 68. By requiring the Representative Plaintiffs and Class Members to incur uncompensated expenses in direct consequence 0f the discharge 0f their duties, Representative Plaintiffs and Class Members were forced and/or brought t0 contribute to the capital and'expenses 0f Defendants’ business which is legally a cash bond, and which must be refunded by Defendants to each Class Member. -15- First Amended Complaint for Damages, InjunctiVe Relief and Restitution SCOTT COLE 8; ASSOCIATES, APC ATI'ORNEYS AT LAW 555 12TH STREET, SUITE 1725 OAKLAND, CA 94507 TEL: [510] 391-9800 \OOOQQUI-RUJNH ’NNNNNNN r-a "I mqmmawwggmgSaaEEE’C-V‘S 69. California Labor Code § 2802 (b) and (c) provides for interest at the stg’tutory posf judgment rate of ten percent simple interest per- annum from the dafe of the expenditure, plus attorneys’ fees to collect reimbursement. 70. Therefore, Representative Plaintiffs demand reimbursement for expendifures or losses incurred‘by themselves and other Class Members in direct C0nseqfience of the discharge of their duties, 0r of their obedience t0 the directions 0f the employer, plus return of all toash bonds 01‘ other coerced investments in the businéss 0f Defendant, With interest, at the statutbry rate, plus attorneys’ fees. I SIXTH CAUSE OF ACTION UNFAIR BUSINESS PRACTICES UNDER THE UNFAIR COMPETITION ACT (California Business & Professions Code §§ 17200-47208) 71. Representative Plaintiffs incorporate in this cause of action each 'and every allegation of the preceding paragraphs, with the same force and effect as- though fully set forth herein. o I ‘ ’ 72. Representative Plaintiffs fufiher bring this cause of action seeking equitable and statutory relief to. stop Defendant’s miscbnduot, as complained ofherein, and t0 seek restitution of the amounts Defendant acquifed through the unfair, unlawful, and fraudulent business practices described herein. ~ ~ 73. Defendant’s knowing cofiduct, as alleged herein, constitutes an unlawful and/or fraudulent business practice, as set fofih in Califorhia Business & Professions Code §§ 17200- 17208. Specifically, Defendant conducted business activities whilelfailing to comply With the legal mandates cited herein. ' ~ 74. Defendant has I clearly. established a policy of accepting a certain amount 0f collateral damage, as represented by the damages t0 the Replgesentative Plaintiffs and to Class Members herein alleged, as incidental to its business operations, rather than accept the alternative costs 0f full compliance With fair, lawful; and honest business practices, ordinarily borne by its responsible competitors and as set forth in legislation and the judicial record. . -16- First Amended Complaint for Damages, Injunctive Relief and Restitution v SCOTT COLE &ASSOCIATES, APC ATTORNEYS AT LAW SSS 121'" STREET, SUITE 1725 OAKLAND, CA 94-607 TEL: (510] 891-9800 \ooo\1_oxm.huaw._¢ MNNNNNMM H mu-mmgwwwgogg‘aagsgza ' SEVENTH CAUSE OF ACTION PRIVATE ATTORNEYS GENERAL ACT CLAIM (California Labor Code 88 2692) _ 75. Representative Plaintiffs incorporate in this cause 0f action each and every allegation 0f the preceding paragrapth With the same force and effect as though fillly set forth herein. 76. California Labor Code § 2699(a) states: Notwithstanding any other provision 0f the law, any provision of this code that provides for a civil penalty to be assessed and collected by the Labor and Workforce Development Agency or any of its departments, divisions, ' commissions, boards, agencies, or employees, for a Violation of this code, may, as an alternative, be recovered through a civil action brought by an ._ aggrieved employee on behalf ofthemselves 0r herself and other current or former employees. . . ' ’ 77. Representative Plaintiffs (and each and every other Aggrieved Employee) are “aggrieved employees,” as defined by California. Labor Code § 2699(0), because they were employed by Defendant and were among the many employees against Whom violations 0f law ~ were committed. 78. Representative Plaintiffs have met all 0f the requirements set forth in California Labor Code § 2699.3 necessary to maintain a ciVil action against Defendant for Violations of (and/or recovery under) California Labor Code §§ 200-204, 210, 218, ez‘ seq, 224, 225.5, 226 et seq, 256, 510, 512, 558, 1174,’ 1174.5, 1182.12, 1194; et seq, 1197, 1197.1, 1198, 1199, 2800, 2802, 2810.5, and 2698, ez‘ seq. ' 79. Representative Plaintiffs Bring this actidn on behalf of themselves and all Aggrieved' Employees alleging Violations of the V California Labor Code sections cited in the preceding paragraph. l _ 80. ‘As _a direct and proximate result of Defendant’s unlawful conduct, as set forth herein, Representative Plaintiffs and Aggrieved Employees are entitled to reéover various penaities as provided by California Labor Code § 2699, in an amount to be established at trial, as well as costs and attomeys’ fees, pursuant to statute. . -17- First Amenfied Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE &ASSOCLATES, APC OAKLAND, CA- 94507 TEL: (510] 891.9300 ATTORNEYS AT LAW 555 12TH STREET. SUITE 1725 \OOOQONM-fimwr-a NNNNNN'NNNHH ooqmmnbwwwowooSEGEC-ss:8 RELIEF SOUGHT WHEREFORE, the Representative Plaintiffs, on behalfOfthemselves and the proposed . Plaintiff Class, pray fbr judgment and the following specific relief against defendants, and each of them, jointly and separately, as follows: I 1. That-the Court declare, adjudge, and decree that this action is a proper class action and certify the proposed Class and/OI any other appropriate subclasses under California Code of Civil Procedure § 382; 2. That the_ Court declare, adjudge, and decree that Defendant willfully violated its legal duties to. pay all Wages due under the Califomia Labor Code and the applicable California Industrial Welfare Commission Wage Orders; A _ 3. That the Court make an award t0 the Representative Plaintiffs and the Class Members of one hour of pay at each employee’s regular rate of compensation for each workday that a meal period was not provided; 4. That the Court make an award t0 the Representative Plaintiffs and the Class Members 0f one hour 0f pay at each employee’s regular rate of compensation for each workday that a rest period was not provided; 5. That the Court declare, adjudge and decree that Defendants violated California Labor Code §§ 406 a_nd 2802(a) by, inter alia, willfully failing t0 reimburse the Representative Plaintiffs and Class Members for expenses made o'n behalf 0f Defendant; 6. That the Court Order Defendant to pay restitution to the Representative Plaintiffs and the Class Members due to Defendant’s unlanul activities, pursuant to California Business arid Professions Code §_§ 17200-17208; a I 7. That the Cofirt further enjoin Defendant, ordering it t0 cease and desist fiom unlawful activities in Violation o'f California Business and Professions Code § 17200, ez‘ seq. 8. ”For all other Orders, findings and determinations identified and sought in this Complaint _ 9. For, interest on the amount 0f any and all eéonomic losses, at the prevailing legal rate; V ~18- First Amended Complaint for Damages, Injunctive Relief and Restitution SCOTT COLE & ASSOCIATES, APC ATTORN Evs AT LAW 555 12TH STREET, SUITE 1725 OAKLAND, CA 94507 TEL: (510) 89 1.9300- H Nwwwwwww H ' ' wQQ.M->mmngo$§33§$.§:g KO 00 Q O\ 01 -h m.fiD 10. That the Court declare, adjudge, and decree that this action is a proper representative action pursuant to California Labor Code § 2699; 11.' That the Court make an award of civil penalties for Violations of the Califofrfia Labor Code, pursuant to California Labor Code § 2699; 12. That the Court make an award to Plaintiffs of penalties, pursuant t0 California Labor Code §§ 203, 226, 558, and 1174.5, in an amount t0 be proven at trial; 13. For reasonable attorneys’ fees, pursuant to California Code 0f Civil Procedure § 1021.5 and Labor Code § 218.5; and . 14. For costs of suit and any and all such other relief as the Court deems just and proper. JURY DEMAND Representative Plaintiffs, on behalf 0f themselves and the Plaintiff Class, hereby demand a trial by jury. Dated: January 13, 2020 SCOTT COLE & ASSOCIATES, APC Scogwar/dMe, Eff Att eys for Representative Plaintiffs, Aggrieved Employees and the Plaintiff Class '-19- . First Amended Complaint for Damages, Injunctive Reliefand Restitution SCOTT COLE &ASSOCIATES, APC ATTORNEYS AT LAW 555 127“ STREET, SUITE 1725 OAKLAND, CA 94607 TEL: (5 10) 891-9800 H \oooqoxmA-ww' NNNNNNNNNHH ' ”{qmmgwwkdoxomsaazaszs , Email: aweaver Scott Edward Cole, Esq. (SB. #160744) Laura Van Note, Esq. (S.B. #3 1 0160 - Andrew Daniel Weaver, Esq. (S .B. 3 1 893 5) SCOTT COLE & ASSOCIATES, APC 555 12th Street, Suite 1725 Oakland, California 94607 Telephone: (5 10) 891-9800 Facsimile: (510) 891-7030 Email: scole@scalaw.com Email: lv‘annote scalaw.com scalaw.com Web: WWW.SC aw.cOm Attorneys for Representative Plaintiffs, Aggrieved Employees, and the Plaintiff Class IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA I IN AND FOR THE COUNTY OF SACRAMENTO MAGED HAKEEM, SHERIF HAKEEM and BARBARA SANCHEZ individually, Case N0. 34-2019-00270901‘ ' and 0n behalf of all others similarly CLASS ACTIbN situated, ‘ ' PROOF OF SERVICE Plaintiffs, vs. UNIVERSAL PROTECTION SERVICE, LP, and DOES 1 through 100, inclusive, Defendants. -1- Proof of Service SCOTT COLE &ASSOCIATES, APC ATTORN ms AT LAw 555 12m STREET, SUITE 1725 OAKLAND, CA 94607 TEL: (510) 89 1-9300 KOOOQONU‘I-le-JNH NNNNNNNNNHHHr-A ooqmmgmwwoxoooQQKESEFL-‘S PROOF 0F SERVICE I am over 18 years of age, not a party to the habove-captioned action, am emloyed by the law firm of Scott Cole & Associates, APC, 555 12th St. Suite 1725, Oakland Cali ornia 94607. On this date, I served a copy of: FIRST AMENDED COMPLAINT FOR DAMAGES, INJUNCTIVE RELIEF AND RESTITUTION X By depositing the document(s) With the United States Postal Service, with postage fully prepaid, addressed as indicated below, in the same day 1n the ordmary course of business. By transmitting Via facsimile, the document(s) listed above to the fax number(s) below on this date before 5:00 p.m. PST. By placing the document(s) listed above 1n a sealed Federal Express envelope and affixing a pre-paid air bill and causing the envelope to be delivered t0 a Federal Express agent this day for delivery By personally delivering the document(s) t0 the person(s)vat the address(es) below. X By transmitting via e-majl, the document(s) to the person(s) at the e-mail address(es) below. By electronically filing With the Clerk of the Court using the CM/ECF System Which Will automatically generate a Notice of Electronic Filing at the time said document is filed to the email address(es) listed in the ' Electronic Mail Notice List and denoted below, Which constitutes service pursuant t0 FRCP 5(b)(3). By uploading the document(s) to the th1rd~party document management/service company, court~approved for purposes of this litigation. . .MARTENSON, HASBROUCK & SIMON LLP on the following person(s): Jeremy Naftel Esq. 455 Capitol Mall, Suite 601 Sacramento, California 958 14 I declale under penalty 0f perjury under the laws of the United States and-fhv te of California the foregoing ls true and correct. Executed 1n Oa nd Cali am ra . a ry 13, 2020. Calfissa ones N E U%,/ -2- Proof ofService EXHIBIT H I DocuSIgn Envelope ID: 2993601 B-1EDZ-4307-85FA-83758'301ZOEB ALLIED UNIVERSAL SECURITY SERVICES WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims (“Settlement Agreement”) is entered into by ’ and between DefendantUniversal Protection Service, LP DBA Allied Universal Security Services, LP, (“Allied”), on the one hand, and Plaintiffs Sherif Hakeem, Barbara. Sanchez and Maged Hakeem (“Representative Plaintiffs”) on behalf of themselves individually, and on behalf of all members of the “Plaintiff Class” as described herein, on the other. DEFINITIONS 1. “Action” 'me‘ans the proceeding captioned Méged Hakeem, er al. v. Universal Protectiop Service, LP; (Case No.‘ 34-2019-0d270901)? filed in the Superior Courf for the State of California, 'C’ounty of Sacramento. v 2. “Alameda County Litigation” means the proceeding captioned Hakeem, et al. v. Allied Universal Security Services, et al. (Case No. RG17885320), filed in the Superior Court for {he State of California, County ofAlameda. 3. “Attorneys’ Fees arid Costs” means attomeys’ fees for Class Coufiselfis litigation and resolution 0fthe Action, and all costs incurred and to be incurred by Class Counsel in the Action, iqcluding but not limitpd t9, costs associated with documentihg the Settlement, providing-any notices requii'ed as palrt of the Settlement and/or puréuant to Court Order, securing the Court’s approval of the Settlement, administerihg the Sfcttlement, obtaining entLy of a Judgment terminating the Action, and expenses for any gxperts. Class Counsel will apply for, and Defendant will not oppose, attorneys’ fees not to exceed one- third (1/3) of the Gross Settlement Fund, or Three Million, Three Hundred and Thirty-Three Thousand, ThreeHundred and Thifiy-Three Dollars and Thirty~Threc Cents ($3,333,333.33). The Attorneys’ Fees and Costs Will also mean and include the'additional reimbursement of any costs/expenses associated With Class Counsel’s litigation and settlement ofthe Action, up to Thirty Thousand Dollars ($30,000), subject - 1 _ . UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS // CASE NO. 34-2019-00270901 h.» m-..“ ..,__,_,_,,__ k . DocuSign Envelope 1D: 2993001 8-1 ED24307-85FA-8375BSC120 E8 to the Court’s approval. Defendant has agreed not t0 oppose Class Counsel’s request for fees and reimbursement 0f costs as set forth above. Ifthe Coufl'doe-s not approve an award of 33 1/3% ofthe Gross Settlement Fund and/ér the full amount of costs requested, the (fifference' between this/these amount(s) and the actfial amount(s) approved shall be ’l‘etumed to the Net Settlemefit Fund to be distributed to the ‘ ' Seftlement Class Members, according t0 the formula set forth below. These fees and costs are included in, and come from, the Gross Settlément Ffind and Will be paid directly to Class Counsel by the Settlement Administrator. Only Class Cbunsel Will be issuéd an IRS Form 1099 for their award of attomeys’ fees. .No portion of these fees éhall be part of any Form 1099 issued to the Representative Plaintiffs. v 4. “Class Counsel” means Scott Cole & Associates, APC. 5. . “Class Notice” means a form substantially similar to the attached Exhibit “A,” Which shall be disseminated to all member's of .the Plaintiff Class, subject to Court appl‘oveil. This Class Notice is incorporated by reference into this. Settlement Agreement. 6. “Compenséble Pay Period” means any pay peri.0.d in Which a member ofthe Plaintiff Class received wages for hours worked during the Settlement Period. L I A 7. “Court” means the Superior Court of Califofnia in and for the Comity of Sacramento. I ' 8. u “Defendant” means Universal Protection Service, LP DBA Allied Universal Security ServiCes, LP. 9. “Defendant’s Counsel” means Maltenson, Hasbrouczk & Simon LLP. 10. “Defcfidant Allied Releasees” means Defendant and each of its past, present and/or‘future, direét and/or indirect, officers, directors, employees, agents, principals, repfesentatives, fiduciaries, attorneys, accountants, auditors, consultants, partners, investors, shareholders, administrators, insurers and reinsurers, parent companies, sfibsidiaries, affiliates? divisiofis, pgedecessors, 'successors, assigns, ’ and/or any pérty that was o; could have begn na'med as defendants in the Action; . 2 . ~ UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS // CASE NO. 34401900270901 x DocuSign Envelope 1D: 2993001 B-‘I E02-4307-85FA-837533C120E8 11. “Effective Date” means sixty (60) days following the date on Which the Court’s Order granting final approval ofthis Settlement Agreement (“Final Approval Order”) becomes final. The Court’s Order “becomes final” upon the last ofthe following to occur: a. Ifthere are no objections to this Settlement Agreement, or if any objection is filed and subsequently withdrawn, the date ofEntry of the Final Approval Order. Class Counsel shall not be required to file and/or serve a Notice ofEntry of Judgment or similar Notice for the Effective Date to occur; b_. If there are objections to this Settlement Agreement, and if an appeal, review, or writ 1's not sought from the Order, the 65th day after entry of the Final Approval Order; or ' g ' c. If an appeal, review, or writ is sought from the Final Approval Order, the date after the Final Approval Order is affirmed 01‘ the appeal, review, 0r writ is dismissed or denied, and the Final Approval Order is no longer subj ect t0 further review or modification. 12. “Gross Settlement Fund” refers to the amount ofTen Million Dollars ($10,000,000), which . represents the maxifilum amount payable in this Settlement by Defendant (notwithstanding payment by the employer of its share of payroll taxes, which shall remain the Defendant’s obligation and not b6 subtractqd from the' Gross Settlement Fund), Which includes, without limifation, the cash payments to the members of the Plaintiff Class, the atfomeys’ fees and costs, the costs of settlement administration by the Settlement Administrator, the enhancement awards to the Representative Plaintiffs, and payment to the Califor‘nia Labor & Workforce Development Agency (“LWDA”) for release of claims under the Private Attorneys General Act (‘;PAGA”) pursuant to California Labor Code §§ 2699; et seq, all as further described below. I I 13. “Net Settlement Fund” shall be calculated by deducting approved Class Counéel’s ° attomeys’ fees and litigation costs, the enhancement awards to Representative Plaintiffs, the payment to the LWDA for release of claims under PAGA {California Labor Cod'e §§ 2699, et-seq.), and the fees and expenses of the Settlement Administrator from the Gross Settlement Fund. - 3 _ UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEIVLENT AND RELEASE OF CLAIMS // CASE NO. 34-2019-00270901 DocuSI'gn Envelope ID: 2993001 B-1 EDZ-4307-85FA-83758301 2OE8 14. “Parties” refers to Plaintiffs Sheri? Hakeem, Barbara Sanchez _and Maged Hakeem, the Plaintiff Class, and Defendant, collectively. . . 15. “Plaintiff Class” comprises a1} current and former non~exempt employees who worked at any time for Defendant in California from November 22, 2017 to Febrfiary 1, 2020,‘ excluding any such individuals Who opt out ofthis Settlement. 16. “Representative Plaintiffé” refers to Plaintiffs SherifHakeem, Barbara Sanchez and Maged Hakeem. ~ - 17'. “Settlement Administrator” refers to the third-party company responsible for administering the Settlement. The Settlement Administrator shall be CPT Group. '1 8. “Settlement Administration Expanses” are those expenses incurred by the Settlement Administrator in effectuating the Settlement._ 19. “Settlement Class” and/or “Settlement Class Members” refers collectivgly or individually to those members 0f the Plaintiff Class who do not timely submit a Valid ppt-out(s) consistent with the processes described herein. 20_. “Settlement Period” is November 22, 2017 through February 1, 2020. BACKGROUND ‘ 21. On December 7, 2017, Plaintiff" Sherif Hakeem filed a Class Action Complaint in the Superior Court for the State of California, County ofAlameda (the “Alameda County Litigation”) alleging various wage and hour claims against Defendant. On March 19, 2018, Defendant filed an. Answer to Plaintiff SherifHakeefil’s Complaint denying all claims and asserted its affirmative defenses. On 0r about' ‘ July 18, 201 8, Plaintiff SherifHakeem filed a First Amended Complaint adding a cause of action for civil penalties pursuant t0 the PAGA to the Complaint. On August 22, 201 8, Defendant filed an Answer to the First Amended Complaint denying all claims and asserted its affirmative defenses. On November 12, 20 1 9 . 4 _ ~ UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS // CASE NO. 34~2019~00270901 --.-._m,.___.._..- . . . .., . ._ ‘ DocuSl'gn EnVelope ID: 2993CO1B-1 EDZ-4307-85FA-837583C120E-8 the parties stipulated to‘ the filing of a Second Amended Complaint adding a cause of action under California Labor‘Code § 2802 for unreimbursed expenses, and several additional (albeit derivative and/or alternative pleading claims) and adding Plaintiff Sanchez (Who, it is alleged, posseSse’s claims finder California Labor Code § 2802 as well as the other recefitly-included statutmyolaims). The parties agree that the Answer filed by Defendant on August 22, 201 8 Will serve as an Answer to the Second Amended Complaint and no other response by Defendant thereto shall be necessary in connection with the Alameda County Litigation. 22. On December 9, 2019, Plaintiff Maged Hakeem filed a Class Action Complaint alleging various wage and hour claims against Defendént ifi the Superior Court for the State of Califomia, County of Sacramento (hereinafter, the “Action”). Prior to the execution of this Settlement Agréement by all parties, Class Counsel shall file a First Amended Complaint, as of right, adding Plaintiffs SherifHakeem and Barba1a Sanchez (i 6., the cunent Representative Plaintiffs 1n the Alameda County Litigation) .as Representative Plaintiffs to the Action. Defendant shall thereafter file a timely Answer to the Action. The parties agree that Defendant shall not be deemed to have waived any rights or privileges to contest any ' l and/or all aspects, claims, allegations, causes 0f action, remedies or requests sought in the FirstlAmended Complaint in the Action by Vilma of filing an Answeg thereto; Should 'settlement of the ACtion not ultima’éely be approved by the Court presiding thereover, the parties agree (a) Plaintiffs Sherif Hakeem and Barbara Sanchez (but not Maged Hakeem) shall dismiss the Actioh with prejudice (as to their claims ~ only), (b) aflomeys’ fees and costs Shall be deemed'waived in connection wifh their dismissal of-the Action, (c) the stay ofthe Alameda County Litigation shall be .lifted, and (d) all other proceedings and all 'pam'es’ rights, claims and défensesshall revert, nuncpro tuna, to their status prior to the e‘xecution' ofthis Settlement Agreement. 23. Within five (5) business days of execution of this Settlement Agreement by all parties, a Stipulation and [Proposed] Order shall be negotiated and approved between and by counsel to the parties - 5 - UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASE NO. 34~2019-00270901 fl .A DocuSign Envelope ID: 2993001 B-1 EDZ~4307~85FA-8375BSC120E8 and, thereupon? submitted to thejudge in the Alameda County Litigation. The Stipulation and [Proposed] Order shall explain that a settlement has beenreached ofthe Action and éhall request a stay ofproceedings in the Alameda County Litigation (pending approval ofthe Settlement Agreement afid entry ofjudgment thereon in the Sacramento County Superior Comb. ' 24. ' The terms of {his Settlement Agreément shall have no forée'or effect in the event the stay ofprocéedings referenced in the preceding paragraph is not granted in the Alameda County Litigation. 25. This Settlement Agreement affects claims of the Plaintiff Class arising during the Settlement Pefio d. Representative Plaintiffs allege that Defendant violated wage and. hour IaWs and seek, on their own behalf, as well as 01; behalf of the class alleged therein, unpaid-wages and interest thereon, penalties, upreimbursed business expenses, liquidated damages, equitable relief, and reasonable attorneys’ fees ar'ld costs, under, inter alia, Title 8 of the California Code of Regulations, Célifomia Business &: Professions'Code §§ 17200, er 569., {rations Industrial Welfare Commission Wage Order(s), California Code of Civ;il Procedure §1021.5, and various provisions of the California Labor Code. 26. Defendant denies ail claims as to liability, damages, penalties, interest, fees, restitution, injunctive reliefand all other forms of relief asserted in the Action, as thatterm is defined herein. Nothing contained in this Setflement Agrgeme‘nt,‘ nér the consummation of this Settlemént Agreement, is t0 be construed or deemed an admission of liability, culpability, negligence, or wrongdoing By Defendant. 27. The Parties intend to fully, finaliy, and forever settie, compromise, and discharge ail disputes and_ claims arising during thg Settlerfient Period alleged by the Plaintiff Class in the Complaint for Damages and/or any amendments and/or modifications thereto, as Well as known and un'known claims which could have been brought based 0n the specific factual allegatidns and legal theories contained therein, including, but npt limited to claims for unpaid wages, unpaid o§ertime, record~keéping violations, paycheck violatiOns, meal period and reét period violations, “waiting fime” penalties, PAGA claims, and failure to reimburse business hexpenses, whichéroée between NoVember 22, 2017 to February 1, 2020. . ~ 6 _ UNIVERSALPROTECTION SERVICE WAGEAND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASE NO. 34-201-9-002709‘041 ‘ DocuSiQn Enveiope 1D: 2993C01 B-‘i ED2-4307-85FA-837583C‘1 2DE8 28. The Parties intend that this Settlement Agreement shall include a full and complete settlelfient and release, as described herein, and which includes ii} its effect all of the Defendant Allied Releasccs. 29. Class Counsel represent that they have conducted a s'ufficiently thorough investigation into the claims of the Plaintiff Class against Defendant. Baéed on their OWn independentinvestigation and evaluation and all known facts and circumstances, including the risk of significant defenses asserted by Defendant, Class Counsel argiofthe opinion that the Settlement is fair; reasonable, and adequate and isjin the best interest of the Plaintiff Class. 30. The Part’ies agree to cooperate and take all steps necessary. and appropriate to obtain preliminary and final approval of this Settlement and to effectuate a1_1 aspects of this Settlement Agreement. SETTLEMENT CERTIFICATION OF THE PLAINTIFF CLASS 31. For settlement purposes only, the ?arties agree that the Piaintiff Class (as defined in the Second Amended Complaint) shali be certified. This Settlementv Agreement is contingent upon the approval ané certificationbby the Court ofthe-Plaintiff Class for settlement'purposes only. Defendant does not waive, and instead expressly reserve‘s, Rs rights to challenge the propriety 0f class certification for any purpose should the, Court not approve the Settlement Agreement. Defendant denies all claims as to liability, damages, penalties, interest, fees, restitution, injunctive reliefand all other forms ofrelief asserted in the.Aot'ion‘ Defendant has agreed to resolve the Actions via this Settlement but, to the extent this Settlement is deemed void or the Effeétive Date does not occur, Defendant does not waive, but rather expressly reserves, all rights to challenge all such claims and allegations in the Action; upén all procedural, fierit, and factual grounds, including, Without limitation, the ability to challenge Representative Plaintiffs’ statutory Wage and hour and PAGA claims on any grounds, as well as asserting - 7 . UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASENO. 34-2019-00270901 x. DocuSign Enveiope ID: 2993001 B-1 EDZ-4307-85FA-8'37583C120E8 any and all other privileges and potential defensgs. The Representative Plaintiffs agree that Defendant retains and reserves these rights, and the. Representative Plaintiffs agree nof: to argue or present any argfiment, and hereby waive any argument that, based oh this. Settlemefit, Defendant cannot contest. Representative Plaintiffs’ Isfatuto-Iy wage and hour claims and/or PAGA claims. on any grounds whatsoever, 0r assert any and all other privileges or potential defenses if this Action were to proceed. In connection with the proposed certification ofthe Plaintiff Class, the Part-ies shall coopérate and present to the Cqurt for its consideration'competent evidence, as may be requested by {he Court, under the applicable due process requitcments and standards for class certification. SETTLEMENT APPROVAL PR0CEDURE 32. This Settlement Agi'eement will become final and effective upon occurrence of all ofthese (subsections (a)'through (t), inclusive) events: a. Execution ofthis Settlement Agreement by the Parties and their respective counsel ' of record; b. Entry of an Order by the Court (i) granting preliminary approval ofthe Settlement Agreement, including conditional certification of th'e Plaintiff Class for settlement pmposes only, (ii) apploving the proposed Class Notice (the Parties’ proposed form is attached hereto as Exhibit “A, ” Iespectively) and (iii) scheduling a hearing date f01 final approval ofthe Settlement Agreement; c. Filing by Class Counsel, at least five (5) calendar days prior to the final approval hearing, the Settlement Administrator’s mitten verification that the Class Notice - has been disseminated in accordance with the Court’s preliminary approval Order; d. Entry ofan Order by the Com”: granting final approval ofthe SettlementAgl‘eemént; e. 3 Entry of a Request for Dismissal with prejudice (with a waiver by the parties of ' fees and costs incuned in the prosecution the1eot) of the Alameda County Litigation (i. e. Hakeem, et al v. Allied UniversalSecurity Services, et al. (Alameda County Superior Court Case No. RG17885320)); f. Occurrence ofthe Effective Date, as defined above. . _ 8 _ UNIVERSAL PROTECTION SERVICE WAGEAND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASE NO. 34-2019-00270901 \ ‘ DocuSlgn Envelope ID: 2993001 B-1 ED2-4807~85FA-837533012058 SETTLEMENT PAYMENT AND CALCULATION OF CLAIMS 33. I In consideration of the mutual cov-enants and promises setforth herein, the Parties agree, subject to the Court’s approval, as follows: . 34: Settlement Amount. Defendant agre‘es to pay a Maximum Settlement Amount of Ten Miilion Dollars ($0,000,000.00); This amount includes: (i) payments made to Settlement'Class Memberé as described 1'11 this Settlement Agreement, (ii) enhancement awards (i.e., service payments) to the Representative Plaintiffs (ofup to $5,000 for Plaintiff SherifHakeem and up to $2,500 each for Plaintiffs Barbara Sanchez and Maged Hakeem), (iii) $1 8,750 (75% of the $25,000 allocated as PAGA penalties) to the LWDA for its share of the settlement of claims; (iv) fees and eXpanses of the Settlement: Administrator; (y) Class Counsel’s approved attomeys’ fees, and (vi) Class Counsel’s approved fitigation costs. Defehdant Will. pay. Ten Million Dollars ($10,000,000) t0 fufid the Gro‘ss Settlement Fund on 6r before the Effective Date; V I 35. The LWDA, the Representative Plaiptiffs (for their enhancement award payments), Class Counsel (for their awardpd attorneys’ fees anél expenses), the Settlement Administrator (for its fees and expenses) find Settlement Class Members will be mailed their portions of the Gross Settlement by the Settlement Administrator Within ten (1 0) business days after the Effective Date. h 36. Payments to the California Labor & Workforce Development Agency. The Parties shall ' apply to the Court for approvél of a payment under PAGA. The Parties have agreed to allocate Twen.ty ‘ Five ThoUsand Dollars ($25,000) (the “PAGA Payment”) from the Gross Settlement Fund towards‘a release of the PAGA claims, as described more fully herein. The Parties agree that this amount is reasonable in ligfit of the fac;cs and Circumstances presented in the Action. If approved, the LWDA shall be paid seventy-five percent (75%) of the total amount allocated towards PAGA claims. If approved, l' txfienty-five percent (25%) of the fotal amount allocated towards PAGA claims shall be included in the caiculafion ofthe Net Settlement Fund and thereafiér be distribyted to the Settlement Class in acco¥dance a 9 , ‘ UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEBEENT AGREEMENTAND RELEASE OF CLAMS // CASE NO. 34-2019~00270901 '1 DocuSign Envelope ID: 2993001B-‘iED24307-85FA-8375BSC120E8 with the terms 9f thi’s Settlement Agreement. In the event the LWDA or Court rejects thgs allocation, the -parties will meet and confer With the Court and theLWDA to reach a penalty allocation that is acceptable to all parties and that does not materially alter the terms ofthe SettlementAgreement. Notably, theLWDA rhas .beenlnotified ofthependenoy ofthe Action and has elected npt to pufsue penalties or any other remedy for the alleged violations described in the Action. I 37. ' Enhancement Awards. Subject: to Court apprcival, in addition to any payment Representative Plaintiffs Ileceive in their capacity as Class Members, Representative Plaintiffs Will eaph individually receive an enhancement award. from the Gross Settlement Fund for their services as the Represeniéative P1ain£iffs in an amount up to Five Thousand Dollar; ($5,000) for Plaintiff SherifHakeem, _ and in an amountup to.Two Thousand, Five Hundred Dollars ($2,500) each for Plaintiffs Barbara Sanchez and Maged Hakeem (i.e., $10,000 total for the three Plaintiffs). If the Court does ngt approve the full amount sought for either or both ofthe enhancement award(s), the difference between this/thesc amount(s) and the actual amount(s) approved shall be returned to the Net Settlement Fund to be distributed. to the Settlement Class Members according to the formula set fodfi below. The Representative Plaintiffs’ ‘enhancement awards fill be distributed by the Settlement Administrator, Will not be treated by th¢_Parties as subjcot to taxation, and Will inclfide the issuance of an IRS Form 1099 in connection With this payment. No.0ther Form 1099s Will issue to thg Representative Plaintiffs. 38. Attornevs’ Fees and Costs. I_n’ conjun-ction with flnal\ approval 0f this Settlement Agreement, Class Counsel Will_app1y to the Court for an award of attomeys’ fees ifi an amount totaling _up to 33 1/3% of the Gross Settlement Fund (i.e., $3,333,333.33), plus actual costs. Defendant Will not oppose éuch application. Ifthe Court does not approve an award of33 1/3% ofthe Gross Settlement Fund, the difference between this amdunt and the actual amount approved shall be returned t0 the Net Settlement Fund to be distributed to the Settlement Class Members, according to the formula set forth below. These fees and costs are included in, and come fi'om, the Gl‘oés Settlement Fund and Will.be paid directly to ' - 10 - UNIVERSAL PSRO'IECTION SERVICEWAGE AND HOUR CLASS ACTION SETTLEMENT AGREElViENTAND RELEASE OF CLAIMS // CASE NO. 34-20 19-00270901 ‘ * DocuSign Envelope ID: 2993001 B-1 ED2-4307-85FA-8375830‘E 20E8 Class Counsel by the Settlement Administrator. Only Class Counsel will be issued an IRS Fonh 1099 for their award of atto‘meys’ fees. No porfiion of these fees shall be part 0f any Form 1099 issued to the Representative Plaintiffs. l ' 39. Cost of Séttlément Administration. The fees and expenses ofthe Settlement Administrator shall {.36 paid from the Gross Settlement Fund Within ten (1 0) business days. after Defendant fully funds the Gross Settlement Fund. ifDefendant dpts to terminate the Settlement Agreement pursuant to the telms of this Settlement Agreement, then Defendant shall bear the cost of such fees and expenses. If the Settlement Agreément is not given final approval by the Court for any other reason, the Parties shall bear {he cost_of such fees and cxperifies equally. 40.“ Settlement Awards to Settlement Class Members: Each Settlement Class Member shaH be entitled to receive a pro rata pofiion ofthe Net Settlement Fund (his/her “Individual Settlement Share”), calculated based upon the number of Cofipensable Pay Periods worked thereby durifig the Settlement Period, divided by {he total number ofCompensable Pay Periods worked by all Settlement Class Members during said period. The ‘S ettlement Administratbr will calculate the number of Compensable Pay Periods worked by Settlement Class Members, the amount to be paid per Compensable Pay Period, and the Individual Settlement Share to be paid to each Settlement Class Member. The payment to~the Settlement Class Members shall be funded by the remainder of the Gross Settlement after funding the payments to . the LWDA, the Representative Plamtiffs (for their enhancement award payments), to. Class Counsel (for their awarded attomeys’ fees and expenses), and to the Settlement Administrator (for its fees and expenses). ALLOCATION AND TAXTREATMENT 41. The Parties agree that 85% of the Individual Settlement Share that is distributed to each - Settlement Class Member Will be considered penalties and interest, and' 15% Will be considered wages. _ 11 - UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS l/ CASE NO. 34-2019-00270901 X r. DocuSIgn EHVeIope ID: 2993001 B-1 ED2-4307-85FA-8375830120E8 The ‘wages portion will. be reported as such to each Settiement Class Member on an fRS Fotm W-Z. Appropriéte federal, state, and local withholding taxes will be taken out ofthe wage alldcations, and each Settlement Class Member will receive an IRS Form W-Z with respect to this portion of‘the Individual Settlement Share. The penalties and interést portions Will be reported as such to each Settlement Class Me.mber‘via an IRS Form 1099. 42. Any tax obligation arising from the Settlement Payments, the Repg'esentative Plaintiffs’ enhancement award, and/‘Qr Class Counsel’s fees and costs made under the terms of this Settlement Agreement'Will be the sole responsibility of each persbn receiving such payment(s). Bach Settlement Class Member is responsible to pay his or her portion 0fthe taxes due on any payment he or she receives‘under this Settlement Agreement. . 43. Tax Liabilifl. Defendant makes n0 representation as to the tax treatment or legal effect 0f {he payments called for hereunder, and Plaintiffs and Participating Class Members are not relying on any statement, representation, or calculation b_y Defendant or by the Settlement Administrator in this regard. 44. Circular 230 Disclaimer. EACHPARTY TO THIS AGREEMENT (FOR PURPOSES OF THIS SECTION, THE “ACKNOWLEDGING PARTY”AND EACH PARTY TO THIS AGREEMENT OTHERTHAN TI-EACKNOWLEDGING PARTY, AN“OTHERPARTY”) ACKNOWLEDGES AND AGREES THAT ,(i) No PROVISION OF THIS AGREEMENT, AND No WRITTEN ‘ COMMUNICATION OR DISCLOSURE BETWEEN _ OR AMONG THE PARTIES OR THEIR ATTORNEYS AND OTHER ADVISERS, IS OR WAS INTENDED TO BE, NOR WILL ANY SUCH ‘COMM‘LNCATION 0R DISCLOSURE CONSTITUTE 0RBE CONSTRUBD ‘ORBERELIED UPON ' As, TAX ADVICE WITHIN THE WANMG 0F UNITED STATES TREASURY DEPARTMENT ‘ CIRCULAR 230 (31 CPRPART 10, As AMENDED); (2) THEAC'KIxIOWLBDGINGPARTY (A) HAS RELIED EXCLUSIVELY UPON HIS; HER, OR ITS OWN, INDEPENDENT LEGAL AND TAX ‘ COUNSEL FOR ADVICE (INCLUDING TAX ADVICE) 1N CONNECTION WITH THIS "- 12 - UNIVERSALPROTECTION SERVICE WAGE AND HOUR_CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE 0F CLAIMS // CASE No: 34-2019-00270901 .-.-......mw...u.-.-wms.4wu ‘ . DocuSign Envelope ID: 2993001 B-‘I ED2-4307-85FA-8375830‘1 20E8 AGREEMENT, (B) HAS NOT ENTERED INTO THIS AGREEMENT BASED UPON THE RECOMMENDATION OF ANY OTHER PARTY OR ANY ATTORNEY OR ADVISOR TO ANY OTHER PARTY, AND (C) IS NOT ENTITLED TO RELY UPON ANY CQNIMUNICATION OR DISCLOSURE BY ANY ATTORNEY OR ADVISER TO ANY OTHER PARTY TO AVOID ANY TAX PENALTY THAT MAY BE IMPOSED ON THE ACKNOWLEDGING IPARTY; AND (3) NO ATTORNEY OR ADVISER TO ANY OTHER PARTY HAS IMPOSED ANY LIMITATION THAT PROTECTS THE CONFIDENTIALITY OF ANY ‘SUCH A'ITORNEY’S OR ADVISBR’S TAX STRATEGIES (REGARDLESS OF WHETHER SUCHLIMITATION IS LEGALLYBiNDING)'UPON DISCLOSURE BY TI-E ACKNOWLEDGING PARTY OF THE TAX TREATMENT OR TAX STRUCTURE 0F ANY TRANSACTION, INCLUDING ANY TRANSACTION CONTEMPLATED . 'BY THIS AGREEMENT. 45. The employer’s taxes inclfide' a1} statutory FICA, FUTA and California payroil and Withholding taxes arising frém any payments to Settiement Class Members and shall be paic-l by Defendant separately and apart from this Settlement Agreement. Such amounts will be computed by the Settlement Administrator based on the amounts paid to the Scttlement Class Members. Tfie Settlement Administrator shall be responsible for making all necesséry filings in connection With such payments. .46.. No Credit Toward Benefit Plans. The Individual' Setflcment Payments made to Participating_C1ass_ Members under this Settlement, as well as any other payments maciépursuant to this Settlefilent, will not be utilized to calculate anyadditi'onal benefits under any benefit plans to which any Class 'Members may b-e eligible, including, but not limited to profiffshal‘ing plans, bonus plans, 401(k) plans, stock purchase plans, vacation plans, sick léav'e plans, PTO plans, and any other benefit plan. Rather, it is the Parties’ intention that this Settlement Agreement will not affect any rights, contributions, or amounts to Which any Class Member may be entitled under any benefit plans. _ 1-3 - UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS // CASE NO. 34~2019~00270901 a DocuSign Envelope ID: 2993C01 B-1 EDZ-4307-85FA-837SBSC120E8 47. No Prior Assignments. The Parties and their counsel represent, covenant, and warrant that they have not directly or indirectly assigned, transferred, Enoumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action or right herein released and discharged. APPOINTMENT OF SETTLEMENT ADMTNISTRATOR 48. The Settlement Administrator will perform the duties of distributing notice, independently reviéwing requests for exclusion and objections, and verifying and distributing any ambunts due to Settlement Clasé Members as describéd in this Settlement Agreement. The Settlemént Administrator Will ‘ report, in summary 6r narrative form, the substance of its findings. A11 disputes relating to the Settlement Admifiistrator’s ability and need tO‘perform its duties, shall be referred to the Couft, if necessary, Which Will have continfiing jurisdiction ovegthe farms and conditions of .this Settlement Agreement, until all payments and obligations contemplated by the Settlement Agreement have been fully carried out. 49. Certification Reports Regarding Individual Settlement Paymefit Calculations. The_ Setflement Administrator will providé Defendant’s dounsel and Claés Counsel a weekly report that certifie; {he number of Class Members who have Submitted valid Réquests for Exélusion, objections to ' the Settlement, and whether any Class Member has submitted a challenge to any information contained in his/he; Notice Packet. Additionally, t‘he Settlement Administrator will provide to counsel for both Parties afiy updated reports régarding the.administration ofthe Settlement Agréemcnt as needed.or requested. 50. Certification of Completion. ‘Upon completion of administration of'the Settlement, the Settlement Administrator will provide a written declaration under oath to certify such completion to the Court and counsel for all Parties. _ 14 - UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREBWNT AND RELEASE OF CLAIMS // CASE NO‘ 34-2019-00270901 § DocuSign Envelope ID: 2993(201 B-1 ED2-4307-85FA-837583C1 20E8 NOTICE TO THE PLAINTIFF CLASS 51. Subject to Coufi approval of it; fonn and content, the Class Notice shall be sent to the Plaintiff Cl‘ass, by first class mail, Within ten (10) business days of the entIy of an Order grafiting preliminary approval of this Settlement Agreement. The Class Notice Will, subject to Court approval, advise all Class Members of the nature ofthe case, the terms ofthe Settlement, the binding nature of the release, the final apprOVal hearing déte, and Class Members’ right to opt out or object. The Settlemeht Administrator will, at the time of mailing of Class Nofioe, cause to be published the Class Notice, the Second Amended Complaint, this Settiement Agreement and the Court’s Order preliminarily approving the Settlement on a website designed for this Settlement, with the URL fdr such website appearing in the mailed Class Nofice. 52. Within fifteen (15) calendar days of the end of entry of an Order granting preliminary approval of the Settlement and Class Notice, Defendant Will provide the Settlement Administrator a “Plaintiff Class List,” Which shall include the first and last name, the last known addresses; the social security number, and the number of Compensable Pay Periods that each member of the Plaintiff Class worked for Defendant during the Settlement Period. Defendant agrees to provide the Plaintiff Class List in a format reasonably acceptable (including, but not necessarily limited to MS Excel format) to the Settlement Administrator and Class Counsel. Within five (5) business days ofreceipt ofthe Plaintiff Class List, the Settlement Administrator shall mail the Noticé Package to a1] individuals on the Plaintiff Class List. 53. ‘ The Settlement Administrator will use the United States Postal Service National Change of Address (“NCO ”) List to verify the accuracy of all addresses on the Plaintiff Class List before the initial mailing date to ensure that the Class Notice is sent to all Plaintiff Class Members at the addresses most likely to result in immediate receipt of the claim documents. It Will be conclusively presumed that, if an envelope so mailed has not been returned Within thirty (30) calendar days of the mailing, the Class ~ 15 _ UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASE NO. 34401900270901 *‘v DocuSign Enveiope» 1D: 2993001 B-‘I EDZ-4307-85FA-8375B3C120E8 Member received the Class Notice. With respéct to any returned envelopes, th'e Settlement Administrator will perform a routine skip trace procedure to obtain a current address and, ifan updated address is located, shall then re~mail the envelope t0 such'address Within three (3) court days of the receipt of the returned . envelope. Plaintiff Class Members 'to whom .Class Notices were re-sent after having beIen returned undeliferable to the Settlement Administrator shall have ten (I O) calendar days thereafter to iject 01' opt out ofthe settiement. Class Notices that are s'o re-mailed shall be accompanied by a short cover lettef from the Settlement Administrator informing the recipient ofthis adjusted deadline. No third mailing shall occur without good pause, as d-etermined by the Sgttlement Administrator. 54. Class Counsel shall providefiheCourt, at least five (5) calendar days prior to the final approval hearing, a- declaration by the Settlement Administrator of due diligence and proof of mailing . With regard to the mailing of the Class Notice. CLAIM, OPT-OUT AND OBJECTION PROCESSES '55. Members ofthe Plaintiff Class shall not be required to submit claims and/or a claim form and Will, but for a valid objectiofi thereto 0r the election to opt out ~of the settlement, receive payment for their claims as set forth further in this Settlement Agreement. 56. Members of the Plaintiff Class may opt out of the Settlement by folloWing the directions in the Class Notice. Any such rcqueét must be postmarked not more than forty-five‘ (45) calendar days afier the date the Class Notice is mailed .to the Plaintiff Class (or not more than ten (10) calendar days _ after the date the Class Notice is re-mailed, in the circumstancé described above). Refigests to opt out that do not include allwequired information, or that are not submitted on a timely basis, Will be deemed nuil, ‘ void, and ineffgotive. Persons who are eligible'to and do submit valid afid timely requests to opt out ofthe Settlement Will not participate in the Settlement, .nor Will they be bound by the terms of the propésc4d Settlement, if it is approved, or the Final Judgment in this Action. . -16- UNIVERSALPROTECTION SERVICEWAGEAND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS //CASE NO. 34-2019-00270901 ~ é DocuSign Envelope ID: 2993001 B-1 E02-43OZ-85FA-837SBSC120E8 57. By signing this Settlement Agreement, the Representative Plaintiffs waive tfieir rights to l. opt out from the Settlement Class and any such request for an exclusion Will be void and of no force and effect. I 58. ‘ Objections to the Settlement must be submitted to the Settlement Administrator and postmarked not more than forty-five (45) calendar days after the date the Class Not§ce is mailed to the Plaintiff Class (or not more than ten (1 0) calendar days after the date the Class Notice is re-mailed, in the circumstance described above). The Settlement Administrator shall promptly forward any Objections received to counsel for the Parties. 59. Objections must describe why the objector believes the Settlément is unfair and whether v the objector intends to appear at the final approval hearing. Deficient or untimely objections shall not‘be considered. Class Mem‘befs Who fail to file and serve timely written obj actions in the manner specified above shall bé deemed to have waived afiy objections and shall be foreclosed figm making any objection (Whether by appeal or otherwise) to the Settlement, unless otherwise ordered by the Court. Class Counsel and Defendant’s Counsel may, at least five (5) cofirt days (or some other number o'f days as the Court shéll Specify) beforethe Final Approval Hearing, file responses to any writfen objections submitted to the Court. ' 60. Upon completion of its calculation ofpaymefits, the Settlement Administrator Will -provide Class Counsel and Defendant’s Counsel with a feport listing the amount 0f all payments to b5 made to each Settlement Class Member. The Settlement Administrator’s report shall not include each Settlement Class Member’s personal identifying. information éuch as name, address, telephonic nilmber, email address, or Social Security nilmber. After receiving the Settlement Administrator’s report, Class Counsel and Defendant’s Counsel shall jointly review the Settlement Administrator’s report to determiné if the calculation ofpayments to Settlement Class Members is consistent with this Settlement. -17- UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREENIENT AND RELEASE OF CLAIMS // CASENO. 34-201 9-00270901 DocuSIgn Envelope 1D: 2993001 B-‘l ED2-4307v85FA-837583012OE8 61. Defendant Will not retaliate against members of the Plaintiff Class for any actions taken or not taken with respect to this Settlement or retaliate against the Representative Plaintiffs for_ filing and/or pursuing the litigation. In response to any inquiry confisrning the Representative Plaintiffs, Defendant will only provide a neutral statement regarding the Representative Plaintiffs as to their dates of service andjob titles. . CLAIMAMOUNT DISPUTE PROCESS 62. ' The Class Notice will apprise each member ofthe Plaintiff Class ofthe approximate dates he or she held an eligible position during the Settlement Period as well as his ,or hei' total number of Compensable Pay Periods. These calculations shall be based on Defendant’s records. Defendant’s records are presumed to be accurate: '63. If a member of the Plaintiff Class does not Wish to challenge the information set forth in the Class Notice, then the member need do nothing, and payment (so long as member ofthe PlaintiffClass - does not opt-out ofthe sétt-lement altogether) Will be made based on Defendant’s records. ‘ 64. If a member of the Plaintiff Class wishes to challenga the information set foflh in the Class Notice, then the. member must submit a writtefi, sighed challenge along with supporting documents, ifany existho the Settlement Administrator at the address provided on the Class’ Notice within forty-five (45) calendar days of the date the Clasé Notice was mailed to the member 0f the Plaintiff Class (or within ten (1 O) calendar days of the date the Class Notice was re-mailed, in the circumstance described abdve). 65. No dispute will be .considefed timely if it is postmarked more than the number of day's set forth in the preceding paragraph of this Settlement Agreement. Absent an agreement between Class 'Counéel and Defendant’s Counsel regarding hqw to address the dispute,- the Setflement Administrator shall have authority to resolve the challenge and make a final and binding determination Without hearing or right of appeal. Defendant agrees to provide the Settlement Administrator With additional documents ‘ - -18- . UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGRBEWNT AND RELEASE 0F CLAIMS // CASE N0. 34-2019-00270901 ‘ DocuSign Enveiope m: 29930013-1E02-4ao7~85FA-837'5830_12058 necessary to assess the challenge, if such documents exiét. A11 disputes shall be resolved, either by agreement of Class Counsel and Defendant’s Counsel, 0r by decision of the Settlement Administrator as prdvided herein, prior to submitting the Settlement Administrator’s declaration to the Court for final lapproval. 66. . Settlement checks issued to the Representative Plaintiffs and Settlement Class Members shall remain valid for one hundred and eighty (1 80) calendar days from the date (Sf issuance. This expiration or cancellation date shall be clearly printed on the front of the check (“Void Date”). If the Representative Plaintiffs or any Settlement Class Member dogs not cash his or her settlement payment check(s) before the Void Date, the funds will be distributed to Legal Aid at Work in San Francisco, CA. Settlement checks can be reissued to Settlement Class Members upon request within this 180-day period, but afiy reissued checks shafl have the same Void Date as the original settlement check. Those Settlement Class Members who fail to cash their settlement checks by the Void Date Will be deemed to have Waived irrevocably any right in 01"c1aim t0 any proceeds from the Settlement and to any payments by befendant, but the terms of this Settlement Agreement shall remain binding upon them. ' RELEASES 67. BY Séttlement Class Member's. A11 members of the Plaintiff Class who do not timely request exclusion, and the State of California release the Defendant Allied Releasees from any and all debts, liabilities, costs, demands, obligations, claims, causes of action, or complaints arising during the Séttlement Period that were pled, or Which could'have been pied based on the'same facts as pled in the Plaintiffs’ Second Amended Complaint. This includes claims relating to the allgg‘ed' failure of the Defendant to.provide any ofthe Class Members with compensation aé required by law relating to wages, claims for overtime hours worked, meal periods, rest periods, business expense reimbursements, itemized wage statement/pay stub Violations, civil penalties, or Waiting-time penalties as' required by law or - 19 - UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASENO. 34-2019~00270901' . DocuSign Envelope ID: 2993C01 B-‘l E024307-85FA-8375BSC120E8 regulations, the failure to pay penalties, or that are based upon, or derive from the claims asserted in the Action, including alleged violations of California Labor Code Sections 201, 201.3, 202, 203, 204, 210, 218.5, 218.6, 221, 223, 224, 225.5, 226, 226.3, 2257,2263, 227.3, 246, 256, 450, 510, 512, 516, 558; 1174, 1174.5, 1182.12, 1194, 1194.2, 1197, 1197.1, 1197.2, 11-98, 1199, 2800, 2802, and 2698 ct seq. as well as the relevant Industrial Welfare Commission Wage Order(s), California Business and Professions Code Septions 17200,iet seq., California Code of Civil Procedure Séotion-IOZI .5, €13 well as claims for interest, costs, attornéys’ feés, compensatory damages, and all claims foi‘ restitution anéi other equitable relief, injfinctive relief, liquidated damages; and any other remedies owed or available under the law related to the facts set forth in the Action. As to the foregoing claimé only? Settlerfient Class Members and the State 0f California expressly waive the benefits of Califorfiia Civil Code § 1542, Which provides: A GENERAL. RELEASE DOES NOT EXTEND TQ CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST 1N HIS OR HER FAVOR‘ AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENTWITH THE DBBTOR. ' 68. Bv the Representative Plaintiffs. In consideration for the service payments being paid to the Representative Plaintiffs, upon the Court’s approval ofthe Settiement, Representative Plaintiffs hereby fully and finally release and discharge the Defendant Allied Releasees from €111 kilown and unknown claims that the Representative Plaintiffs, or Ieither of them, may have against the Defendant Allied Releasegs, of every nature or description whatsoever, up to fhe date 0f the Court’s final. approval 0f the Settlement, in addition to the Settiement Members; Released Claims described-above. This general release of claims includes any and all known or unknown contract, tort, statutory, common law, constitufiohal, discriminétion, public policy; retalifition, wrongful discharge, and che; claims 0f any type whatsoever, to the fullest extent such claims are releasablé by law, arising out of the Representative. Plaintiffs’ - employment With Defendant, and any other dealings wifh the Defendant Allied Releasees. The I 20 - v UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT ' AGREEMENTAND RELEASE OF CLAMS // CASE NO‘ 34-2019-00270901 a DocuS!gn Envelope ID: 2993001 B~1EDZ-4307-85FA-8375830120E8 ’ Representative Plaintiffs Waive all rights and benefits afforded by § 1542 of the California Civil Code, which provides; A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS, WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Accordingly, if the facts relating in any manner to this Stipulation are found hereafter ’co be other than or different from the facts now believed to be true, the General Release contained herein shall remain effective. The Representative Plaintiffs and Defendant acknowledge that the foregoing GeneraIReleasé was separately bargained for and is a material element of the Settlement. DUTIES OF THE PARTIES PRIOR TO FINAL COURT APPROVAL 69. Class Counsei will be responsible fo.r drafting all documents necessaly to obtain preliminary approval. Class Counsel shall promptly submit {his Settlement Agreement to the Court in support of Representative Plaintiffs’ Motion for Preliminary Approval for determination by the Court as to its fairness, adequacy, and reasonableness and apply for the entry of a preliminary Order substantially in the following form: a. Scheduling a fairness hearing on the question of Whether the proposed Settlement should be finally approved as fair, reasonable, and adequate as to the Plaintiff Class; b. Approving the proposed Class Notice; c. Preliminarily approving the' Settlement; and d, Preliminarily certifying the Plaintiff Class for purposes of séttlement only. -DUTIES OF THE PARTIES FOLLOWING FINAL COURT APPROVAL 70. ‘ . Class Counsel Will be regponsible for dfafting all documents necessary to obtain final approval. Class Counsel will also be rCSponsible for drafting the attorneys’ fees and costs application to . -211 UNIVERSALPROTECTION SERVICE WAGE AND. HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE 0F CLAIMS // CASENo. 34-2019-00270901 -mmm t DocuSign Envelope ID: 2993C01 8-1 EDZ-4307-85FA-83758301 20E8 be heard at the final approval hearing. Following final approval by the Court ofthis Settlement Agreement, Class Counsel Will submit a proposed final Order and judgment: a._ Approving the Settlement Agreement, adjudging the terms thereof to be fair, reasonable, and adequate, and directing consummation of its terms and provisions; b. Approving and awarding Class Counsel’s fees and costs, the settlement administration costs, and the enhancement awards a's set forth in the Settlement Agreement; and c. Entering judgment in accordance with the terms and conditions of the Settlement Agreement and retaining jurisdiction over the Parties to enforce the terms of the judgment. RIGHT TO WITHDRAW 71. Notwithstanding any other provision contained in this Settlement, ifmore than five percent (5%) of all members of the Plaifitiff Class submit timely and valid requests for exclusion from the Settlement during the Opt~Out Period ofitlined herein, Defendant shall have “the option, in its sole discretion, to withdraw from this Settlement (“Right to Withdraw”), whereupon the Settlement shall be null and void for any and fill purposes and may not be used or introduced in the Action or any other proceeding. In that instance, the parties will be restored to their respective positions in the litigation as if this Séttlement was never negOtiated, drafted, or agreed upon. However, if Defendant exercises its Right to Withdraw, Defendant Will be' responsible for all Settbment Administratiofi Costs incurred up to the date When théiDefendant exercises its_Right to Withdraw. The Settlement Administrator shall notify Class ‘ Counsel and Counsel fér Defendant of the number .of timely opt-outs within five (5) business day_s after the expiration ofthe right ofthe Plaintiff Class Members t0 Opt-Out ofthe Settlement. IfDefendant elects ‘to exercise its Right to Withdraw under this provision, Défendant Will so notify Class Counsel and the _ Coun no later than three (3) business days after receiving notice ofthe number of opt~outs. 72. If the Court does not approve any material condition of this Settlement Agreement or . effects g fundamental cha'ngé of the Parti‘es’ Settlement, with the exception of any changes to tile Class ~ 22 - ' - UNIVERSALPROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEME AGREEWNT AND RELEASE OF CLAIMS // CASE NO. 34-2019-00270901 ,- . DocuSign EnVelope ID: 2993001 B~1ED24307-85FA-8875B3C1ZOEB Notice, the award of Class Counsel’s fees/costs, and/ér the award of an enhancement award, then the entire Settlement Agreement Will be voidable and unenforceable at the. option of either Party hereto. In such case, the Settlement shall not be used or be admissible in any subsequent proceeding, either in the Action, or in any other Couzt or forum. Any order or judgment entered by the Court in furtherance ofthis écttlemént Agreement will likewise be treated as void from the beginning: Any funds paid into. the Settlement Fund shall be returned to the Defendant, less any de’dgctions fortreasona‘ble costs incurred by the Settlement Administrator. - 73. Either Party may void this Settlement Agreement as provided in the preceding paragraph in this Settlement Agreement, by giving notice in writing to all other Parties and the Court at any time prior to preliminary approval ofthe Settlement Agreement by the Court. - PARTIES’ AUTHORITY 74. Counsel for all Parties warrant and represent they are expressly authorized by the Parties Whom they represent t0 negotiate this Settlement Agreement and to take all appropriate action required or' permitted to be taken by éuch Parties pursuant to this Settlement Agreement to effecfiaté itsterms and to execfite any other documents required to effectuétp the terms of this Settlement Agreement. The Parties and their counsel Will cooperate with each other and use their best efforts to affect the implementation of the Settlement. Ifthe Parties are unable to reach agreement on the form or content ofany document needed t0 implement the Settlement, or on any supplemental provisions that may become necessary i0 effectuate ~ the terms ofthis Settlement, the ?arties may seek the assistance ofthe Court to resolve such disagreement. 75. V Representation BV Counsel. The Parties acknowledge that they have been represented by counsel throughout all negotifitions that preceded the execution of this Settlement Agreement, and that this Settlement Agreement has been executed with the eqnsent and advice of counsel. FUrther, Plaintiffs and Class Counsel warrant and represent that thére are no liens on the Settlement Agreement. ' ‘ . - 23 n UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS // CASE NO. 34-2019~00270901 ' 3 e DocuSign Envelope ID: 2993C01 B-1 ED2-4307~85FA-8875BSC120E8 ‘ MUTUAL FULL COOPERATION 76. The Pafiies agree to fully gooperate With each other to accomplish the telms of this Settlement Agreement, including but not limited to, execution of such documents as may reasonably be necessary to implement file terms ofthis Settlement Agreement. The Parties to this Settlement Agreement shall use their best efforts, including all efforts contemplated by this Settlement Agreement and any other efforts that may becomg necessary by order of the Court, or otherwise, to effectuate this Seftlement Agreement. As soon as practicable after. execution of this Settlement Agreement, Class Counsel shall, with {he assistance and cooperation ofDefendant’s Counsel, take ail necessary steps to secure the Court’s final approval ofthis Settlement Agreement. 77. Defefidafit understands that, in the course of applying fqr settlement approval, Representative Plaintiffs.may bjc required to submit suffiéient evidence to suppofi the faifngss of the proposed settlement telms. Defendant affirmatively agn‘ees t9 assist and support Representative Plaintiffs‘ in providing such evidence and, if requested by Representative Plaintiffs, wifl provide declaration(s) or ' othe‘r admissible evidence reflecting class size; compensation information, and Compensable Pay Periods . worked during the Settlement Period. 78. The Patties agree that neither they nor their counsel will solicit 01' otherwise encourage, directly or indirectly, Class Members to request exclusion from the Settlement Class, object t0 ”the settlement, or appeal the final judgmefit. 79. No Public Comment, The Parties and their counsel agree that they will not issue any press releases, initiate any contact with the press, respond to any press inquiry, or have any communication With . the press about the fact, amount or terms of the Settlement prior to the Court’s entry of an Order preliminarily approving this Settlement Agreement and accompanying papers/notices. - 24 « UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASE NO. 34-20 19-00270901 ‘F . DocuSign Envelope ID: 299300184 ED2-4307~85FA-8375830120E8 80. Waiver. No waiver of any condition or covenant contained in this Settlement Agreement or failure to exercise a right 0r remedy by any ofthe Parties hereto Will be considered to imply or constitute a further waiver by such party ofthe same or any other condition, covsnant, right or remedy. N0 ADMISSION 0F LIABILITY 8 1. Ea‘ch ofthe Parties has entered into this Settlement Agreerfient with the intention to ayoid fufiher disputes and litigation with the attendant risk, inconvenience, and expense. Nothing'contained herein, nor the consummation of this SettlementlAgreement, is to be‘ construed or deemed an admission of liability, culpability, negligence, or wrongdoing on the part of Defendant. This Sgtflement Agreement is a settlement docume'nt and shall, pursuant to California Evidence Code Section 1152, 6t seq.,_ be inadmissible as evidence in any proceeding. The preceding sentence sfiall not apply t6 an action or proceeding t0 approve, interpret, or enforce this Settlement Agreement. ENFORCEMENT 'OF THE SETTLEMENT AGREEMENT 82. In {hecvent that one or more of the Parties to this Settlement Agreement institufes any legal action, arbitration, 0r other proceeding against any othei‘ Party 01: Parties to enforce the provisions of this Settlement Agreement or t0 declare rights and/or obligatiogs under this Settlement Agreement, the 'prevailing Party or Parties shall be entitled to recéver from the hon~prevailifié Party or Parties reasonaBle attorneys’ fees and costs, including expel”; witness fees incurred in connection With any enforcement actions. - NOTICES 83. Unless otherwise spebifically provided, all notices, demands or other communications in connection with this Settlement Agreement shall be (a) in Writing, (b) deemed given on the third'business . _ 25 _ UNIVERSALPROTECTION"SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS // CASE NO. 34-2019-00270901 ‘ ‘ DocuSign Enveiope ID: 2993001 B~1EDZ-4307-85FA-8375B30120EB day after mailing, and. (c) sent via United States registered or'certified mail, return receipt requested, addressed as follows: To Representative Plaintiffs: Scott Edward Cole, Esq. SCOTT COLE & ASSOCIATES, APC 555 12*“ St, Suite 1725 Oakland, California 94607 Email: scole@scalaw.com Telephone: (5 I 0) 891 ~9800 T0 Defendant: Teremy T. Nafiél, Esq. MARTBNSON, HASBROUCK, & SIMON LLP 455 Capitol Mall, Suite 601 Sacramento, California 95814 Email: jnaftel@martensonlaw.com Telephone: (9 1 6) 970- 1430 CONSTRUCTION AND INTERPRETATION 84. The Paflies agree that the terms and conditions ofthis Settlement Agreement are the result 0f lengthy, intensive ann’s-Iength negotiations between the Parties and that this Settlement Agréement shall not Be-construed in favor 0f 01‘ against any bfthe Parties by reason 0fth§ir paficicipatiofi in the drafting ofthis Settlement Agreement. 85. Paragraph titles are inserted as a matte: of convenience. and for reference, and in no way define, limit, extend and/or describefche scope ofthis Settlement Agreement or any of its provisions. Each term 0fthis Séttlement Agreement is contractual and not merely a recifal. 86. This' Settlement Agreement shall be sfibject to and. governed by the laws of the State of California. The parties acknowledge 'th'at they are subject to the éohtinuing jurisdiction of the Court to enforce the teim‘s of'the Settlement contained herein. V . _ 25 _ UNIVERSAL PROTECTION'SBRVICE WAGE AND HOUR CLASS ACTION SETTLEWNT AGREEMENTAND RELEASE 0F CLAIMS II CASE No. 34-2019r00270901 ‘ d-n-mwrm t ‘ DocuSign Envelope ID: 2993001 B-1 E02-4307-85FA-8375830120E8 MODIFICATION 87. This Settlement Agreement may not be changed, altered, or modified, except in writing anti signed by counsel for the Parties, and approved by the Coufi. This Settlement Agreement may not be discharged except by performance in accordance with its terms 0r by a writing signed by counsel for the Parties. INTEGRATION CLAUSE 88. This Settlement Agreement contains the entire agreement between the Parties relating to any and-all matters addressed in the Settlement Agreement, and all prior or contemporaneous agreements, . understandings, representations, and statements, Whether oral or written and whether by a Party or such Party’s legal counsel, With respect to such matters are extinguished. No rights hereunder may be waived 01' modified except in a writing signed by all Parties. BINDING ON ASSIGNS 89. This Settlement Agreement sfiall be binding .upon and inure to the benefit of the Parties and their respective heirs, trustees, executors, administrators, successors, and assigns. CLASS COUNSEL SIGNATORIES 90. It is agreed that it is impossible or impractical to have each member of the Plaintiff Class execute this Settlement Agreement. The Notiée will advise all Class Members ofthe binding nature ofthe release and such shall have the same force and effect as if each member of the Plaintiff Class executed this Settlement Agreement. COUNTERPAR’I‘S 91. This Settlement Agreement may be executed in counterparts, and When each patty has signed and delivered at lea‘St one such counterpart, each counterpart shall be deemed an original, and, ~ 27 - - UNIVERSAL PROTECTION SERVICE WAGE AND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE 0F CLAIMS // CASE No. 34201900270901 E ‘ DocuSign Envelope ID: 2993001 8-1 EDZ-4307-85FA-8375BSC12088 when taken together with other signed counteIparts, shall constitute one Settlement Agreement, which shall be binding upon and effective as to all Parties. Copies ofthe executed agreement shall be effective ‘for a1} purposes as though the signatuges contained therein were ériginal signatures. IT IS SO AGREED: REPRESENTATIVE PLAINTIFFS : DATED: 1/15/2020 , 2020 By: DATED: 1/15/2020 ,2020 . By: DATED: 1(15/2020 ~ ,gozo B3}: DEFEfiDA‘NT: DATED: jfi/fl/t/rx /§f ,2020 ‘By: ' DowSIgned by: Maged Hak:§£ Representative Plaintiff Docustnngd by: 386133?" SherifHakeem Representative Plaintiff DowSlgned by: Egg?» SW07 . . 3230”“U»- . Barbara Sanchez Representative Plaintifi UNIVERSAL PROTECTION SERVICE, LP _ (Authofized Signatory] v -23- UNIVERSALPROTECTION SERVICE WAGEAND HOUR.CLASS ACTION SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS l/ CASENO. 34:2019~00270901 Q ' DocuSign Envelope 1D: 2993001 8-1 EDZ-4307-85FA-8375B3C120E8 APPROVEDAS T0 FORM' ' CLASS COUNSEL: DATED: ///é , 2020 SCOTT COLE & ASSOCIATES tBy: % Scoft Edward Cole, Esq. , Attorneys for the Represeritative Plaintiffs and the Plaintiff Class DEFENDANT’S COUNSEL: DATED: Janualy 14 , 2020 . MARTENSON, HASBROUCK& SIMON, LLP ,/.’7 «a/’ ,/Q74;- // ’ . Jeremy Nafiel, Esq. I Attorneys for Defendant Universal Protection Service, LP ' By: a 29 - UNIVERSAL PROTECTION SERVICEWAGEAND HOUR CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS // CASE NO; 34-201 9-00270901 EXHIBITI SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO GORDON D SCHABER COURTHOUSE MINUTE ORDER DATE: 08/26/2020 TIME: 09:15:00 AM DEPT: 53 JUDICIAL OFFICER PRESIDING: David Brown CLERK: D. Johnson-Mellado REPORTER/ERM: BAILIFF/COURT ATTENDANT: CASE NO: 34-2019-00270901-CU-OE-GDS CASE |N|T.DATE: 12/09/2019 CASE TITLE: Hakeem vs. Universal Protection Service, LP CASE CATEGORY: Civil - Unlimited APPEARANCES Nature of Proceeding: Ruling on Submitted Matter (Motion for an Order Granting Final Approval of Class Action Settlement) Taken under submission on 8/1 8/2020 TENTATIVE RULING Effective June 16, 2020 hearings for Department 53 will be held at 1:30 p.m. Until further notice, N0 lN-PERSON APPEARANCES WILL BE PERMITTED. All Civil Law and Motion hearings will be conducted remotely via CourtCall or Zoom [which includes telephonic and teleconferencing options]. This will also apply to "Appearance Required" matters. The Department 53 Zoom ID is: 841 204 6267. Consistent with Local Rule 1.06(B), any party requesting oral argument on any matter on this calendar must comply with the following procedure. To request oral argument, you must call the Department 53 clerk at (916) 874-7858 and opposing party by 4:00 p.m. the court day before the hearing. At the time of requesting oral argument, the requesting party shall leave a voice message to advise the clerk that it has notified the opposing party of the following: a) its intention to appear and b) that opposing party may appear via Zoom using the Zoom ID indicated above or by CourtCall. If no request for oral argument is made, the tentative ruling becomes the final order of the Court. The hearings will also be live-streamed on the Court's YouTube page for the benefit of the public. Although the hearings will be live-streamed on the Court's YouTube page, the broadcast will not be savedlpreserved. Thus, if any party wishes to preserve the hearing for future use, a court reporter will be required. During the COVlD-19 emergency, the Court will supply a court reporter upon request. Any party desiring a court reporter shall so advise the clerk upon request for oral argument. Unless a fee waiver has been granted, the reporter's fee must be paid to the Court prior to the hearing. Local Rule 1.12 and Government Code § 68086. Plaintiffs Maked Hakeem, Sherif Hakeem and Barbara Sanchez' (collectively, "Plaintiffs") motion for final approval of class action settlement is ruled upon as follows. Plaintiffs' request for judicial notice of the Order by Hon. Jesus G. Bernal of the United States District Court, Central District of California, Case No. 5:19-cv-02124-JGB-SP is granted. DATE: 08/26/2020 M|NUTE ORDER Page 1 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, CASE NO: 34-2019-00270901-CU-OE-GDS LP This action initially began as an action filed in Alameda County Superior Court. Specifically, on December 8, 2017, Representative Plaintiff Sherif Hakeem filed a class action Complaint in Alameda County Superior Court ("Hakeem I") against defendant Universal Protection Service ("Defendant" or "Universal"). In that action, plaintiff Hakeem sought individual and class-wide damages and penalties for (1) unlawful failure to pay wages, (2) failure to provide meal and rest periods, (3) failure to provide accurate itemized wage statements, (4) failure to pay wages upon termination, (5) failure to reimburse for business expenses, and (6) violation of the Unfair Competition Law (Bus. & Prof. Code § 17200). At that time, plaintiff Hakeem was still working for defendant Universal (and, dating back to August 2007, for its predecessors, ABM Industries, |nc./ACSS) as a Security Professional (a.k.a. Security Guard) at facilities in Glendale, Hollywood, West Hollywood, and Los Angeles. On his own behalf and on behalf of all Universal non-exempt security personnel, plaintiff Hakeem alleged in Hakeem | that he was required to remain "on call" during the totality of his work shifts, leaving him unable to enjoy meal and/or rest breaks. After filing a Notice with California's Labor and Workforce Development Agency ("LWDA") regarding Plaintiffs' intent to add a PAGA claim, and waiting the requisite period of time, the action was amended to add a PAGA claim. The parties thereafter began litigation in earnest. The parties engaged in traditional discovery efforts, including the taking of "person most knowledgeable" deposition testimony, testimony of plaintiff Hakeem, the production of documents detailing Defendant's business operations, common policies and procedures, wage rates and payroll information for over 12 million workdays by putative class members. Plaintiffs' counsel also examined litigation records and settlement documents generated in prior litigation against Universal, including two wage and hour class actions resolved prior to Hakeem |. In addition, Plaintiffs' counsel engaged the Service Employees International Union ("SEIU") in discussions regarding Universal‘s operations, including the challenges and details of the union's negotiations therewith. (Cole Decl. 1111 9-1 1 .) Throughout the course of the Hakeem | litigation, and as mediation approached, Plaintiffs' counsel designed an outreach campaign to locate and interview putative class members, a campaign that included the launching of Facebook and Google pay-per click-ads, the geotargeting of numerous client sites, and the hiring and directing of a canvasser to visit numerous client sites (to secure responses to a survey Plaintiffs' counsel designed). These efforts, and the extensive number of interviews with putative class members it produced, allowed Plaintiffs' counsel to obtain survey responses and/or declarations that assisted with the settlement. Further, in final preparation for mediation, Plaintiffs' counsel also requested (and Defendant produced) information tailored to developing a damages and penalties analysis for each of the primary claims. (Cole Decl. 1m 10-12; Naftel Reply Decl. 1111 7-19, Exhs. A-M.) On September 30, 2019, the parties mediated the matter before experienced neutral, Stephen J. Serratore, who was selected based on his employment law experience and specific knowledge of Universal's operations. At mediation, the parties achieved a resolution in principal of the matter, but continued to negotiate various settlement terms over the next four months. This process ultimately culminated in the settlement agreement accompanying this motion. (Cole Decl. 1T 13; Naftel Reply Decl. 1T4-) While a settlement had been achieved in principle, questions remained as to the "typicality" of original plaintiff Hakeem regarding his claims under Labor Code § 2802. Due to Plaintiffs' counsel's outreach campaign to putative class members, two additional security guards (Maged Hakeem and Barbara Sanchez) sought and, post-mediation, secured representation by Plaintiffs' counsel. The parties then agreed to allow the joinder of Maged Hakeem and Barbara Sanchez. (Cole Decl. 1111 13-14.) This instant action (Sacramento County Superior Court #34-2019-00270901» was filed on December 9, 2019, on behalf of plaintiff Maged Hakeem. The action was then amended (FAC; ROA #18) on January 13, 2020, to add Barbara Sanchez and Sherif Hakeem ("Hakeem II"). DATE: 08/26/2020 M|NUTE ORDER Page 2 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, CASE NO: 34-2019-00270901-CU-OE-GDS LP Plaintiffs' counsel declares he believes that due to the numerous wage and hour class actions filed in Alameda County and cutbacks in the Alameda County Superior Court system, this action would be better served if presented for approval in Sacramento County. (Cole Decl. 1T 15.) Given that belief, the parties negotiated a resolution of Hakeem II, agreed to a stay of Hakeem l, and asked the Alameda County judge at a CMC to enter an order staying Hakeem |. On January 14, 2020, the Alameda County Superior Court ordered a stay of Hakeem | so the parties could pursue approval of the Hakeem || settlement. The parties also agreed the discovery exchanged in Hakeem | may be utilized in Hakeem ||. (Cole Decl. 1T 16.) On February 12, 2020, this Court granted preliminary approval of the class action settlement, which was unopposed, thereby preliminarily approving the terms of the settlement. (ROA 20.) By this motion, Plaintiff now seeks final approval of the settlement. PIaintiff-lntervenors Reginald Moore and Eduardo Guerra ("PIS") have objected to final approval of the settlement. They did not object to the preliminary approval. The trial court has broad powers to determine whether a proposed settlement in a class action is fair. (Rebney v. Wells Fargo Bank (1990) 220 Cal.App.3d 1117, 1138.) The law favors settlement, particularly in class actions and other complex cases where substantial resources can be conserved by avoiding the time, cost, and rigors of formal litigation. (See Newberg on Class Actions 4th (4th ed. 2002) § 11.41 (and cases cited therein); Class Plaintiffs v. City of Seattle (9th Cir. 1992) 955 F.2d 1268, 1276; Van Bronkhorst v. Safeco Corp. (9th Cir. 1976) 529 F.2d 943, 950; see also Potter v. Pacific Coast Lumber Co. (1951) 37 Cal.2d 592, 602.) Before approving a class action settlement, the Court must find that the settlement is "fair, adequate, and reasonable." (Wershba v. Apple Computer(2001) 91 Cal.App.4th 224, 244-245.) "[A] presumption of fairness exists where: (1) the settlement is reached through arm's-length bargaining; (2) investigation and discovery are sufficient to allow counsel and the court to act intelligently; (3) counsel is experienced in similar litigation; and (4) the percentage of objectors is small." (Dunk v. Ford Motor Company (1996) 48 Cal.App.4th 1794, 1802.) The Court considers such factors as "the strength of plaintiffs' case, the risk, expense, complexity and likely duration of further litigation, the risk of maintaining class action status through trial, the amount offered in settlement, the extent of discovery completed and the stage of the proceedings, the experience and views of counsel, the presence of a governmental participant, and the reaction of class members to the proposed settlement." (Id. at 1801 .) First, Plaintiffs contend Pls' lack standing to object to final approval because Pls' individual claims in the parallel Moore class action filed in federal court have been ordered to individual arbitration. On May 15, 2020, the Honorable Judge Jesus G. Bernal (in the parallel Moore class action) granted Defendant's unopposed Motions to Compel Arbitration and ordered each of Pls' claims (excluding the PAGA claims) to individual arbitration. (RJN, Ex. A, pp. 7-9.) Plaintiffs argue that although the PAGA claim was not compelled to arbitration, the State-not the Pls-is the real party in interest for this claim. In turn, Plaintiffs contend that Pls have no personal interest in the outcome of this litigation to permit class representation and therefore lack standing to object to final approval of the Hakeem settlement in a representative capacity. However, besides citing to CCP § 367 and general standing requirements, Plaintiffs cite to no legal authority indicating that an order to arbitrate Pls individual claims, which are brought in a parallel action filed in federal court, deprives Pls of standing to object to a class action settlement in which they are included as class members. Indeed, pursuant to CCP § 367 a party must have standing to prosecute an action and must demonstrate "a personal interest in the litigation's outcome." (Torres v. City of Yorba Linda (1993) 13 Cal.App.4th 1035, 1046.) The Court disagrees that Pls do not have a personal interest DATE: 08/26/2020 M|NUTE ORDER Page 3 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, CASE NO: 34-2019-00270901-CU-OE-GDS LP in the outcome of this litigation as unnamed class members and declines to disregard their objections based on a purported lack of standing. Thus, the Court has reviewed Pls objections and rules on them as follows. First, PIS object on the ground that "the settlement provides zero compensation for waiting time penalties, wage statement violations, and PAGA penalties, yet contains a broad release that wipes those claims away, including federal FLSA claims that were never pled in the Hakeem case." (Opposition at 3:22-26.) The argument that the settlement does not account for all of the claims raised is rejected. Aside from the PAGA penalties, the parties have not allocated certain percentages to specific claims. Instead, the settlement simply allocates shares as 15% wages and 85% interest and penalties. Further, while the parties indicated the meal and rest break claims were the driving force behind the action, there is no evidence that the settlement only accounts for those claims while disregarding the rest in determining the settlement amount. Plaintiffs' motion and supporting declarations evidence that the value all 0f the claims were considered, including whether certain claims were stronger than others, in determining the settlement amount. As to Pls contention that FLSA claims are being improperly released, such is incorrect. As detailed in the declaration of Mr. Cole, claims under the FLSA that were not pled in the complaint are not being released for a variety of reasons, which Mr. Cole details, including that (as noted and argued by Pls) release of FLSA claims is governed by an opt-in process so those rights could not be waived without asking for consents. (Cole Decl. 1T 25f.) Pls also argue that Plaintiffs' contend their claims are worth at best $885 million, but then reduce that to a "realistic value" of $59 million, and then further reduce that to a $10 million settlement. Pls argue this "massive 97% reduction in [projected] exposure is suspect at best, without any actual raw data support, and merits further discovery to present before the Court prior to any settlement approval in this case." (Opposition at 4:1-17.) On reply, Plaintiffs contend they sufficiently detailed the basis for the reduction in claim valuation and why recovery of the highest possible value of $885 million is not realistic. Indeed, the parties engaged in significant litigation, including formal and informal discovery and considered voluminous evidence, including deposition testimony, employee declarations, Defendant's handbook policies and training guides, collective bargaining agreements, and timesheets. Plaintiffs' counsel engaged in a class member outreach campaign, conducted numerous putative class member interviews, and viewed the discovery through the lens of 15 years of litigation against this particular defendant. (Cole Decl. 1111 9, 10, 11, 24; Naftel Decl. 1T 3.) The parties also reached the settlement after participating in mediation before a mediator with employment law experience and who was specifically selected due to his substantial factual knowledge of Universal's operations, and then after four additional months of negotiations. (Cole Decl. 11 13, Naftel Decl. 1T 4.) Plaintiffs detailed their counsel's evaluation of each claim, including detailing the highest possible recovery for reach claim (which assumed every meal and rest period was missed), and then explaining why that amount should realistically be discounted based on defenses that would likely be raised by Defendant and would pose hurdles in obtaining relief. (Cole Decl. 1m 26-30.) Namely, that Defendant's meal period and rest break policies and procedures and training guides were fully compliant with California law by 2018, if not earlier, that Defendant would likely argue they only had to make breaks available rather than ensure they were taken, that there are no California state court decisions upholding wage statement penalties for meal and rest claims, that it is difficult to demonstrate off-the-clock work and overtime claims, and that obtaining class certification could be problematic given the large class of workers that served a variety of sites and possessed varying levels of training and clearance. Plaintiffs also considered the threat that Defendant would ask all workers to sign arbitration agreements and/or class action waivers, as it was already starting to do. The Court has reviewed the declarations and evidence submitted in support and finds Plaintiffs have provided sufficient evidence supporting the valuation of their claims, subsequent reduction, and ultimate settlement amount. DATE: 08/26/2020 M|NUTE ORDER Page 4 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, CASE NO: 34-2019-00270901-CU-OE-GDS LP Pls then object on the ground that the settlement hinders class members' ability to take advantage of the availability of other counsel. Pls argue the availability of other counsel should factor into settlement approval, but they cite to no legal authority in support, nor do they explain how any class member has been prevented from seeking advice from other counsel. Further, Pls seem to argue that requiring class members to opt-out using only wet ink signatures on written requests sent to the Settlement Administrator is suspicious when the settlement was e-signed. Again, no legal authority is cited in support of this argument that requiring wet ink signatures to opt out is a basis to question or deny final approval. Pls arguments on these grounds are rejected. Pls then contend the parties have failed to provide the Court with adequate information and actual evidence or data to analyze the settlement. PIS argue Plaintiffs' evidence is deficient in the same manner as the submissions that were found inadequate in Kullar v. Foot Locker Retail, Inc. (2008) 168 Cal.App.4th 116 and Clark v. American Residential Services LLC (2009) 175 Cal.App.4th 785. In Kullar and Clark, counsel only provided general declarations that lacked specificity regarding the informal and/or formal discovery that was conducted and failed to establish the investigation that was conducted or the information relied upon in reaching the settlement. The circumstances presented here are distinguishable. As detailed above, the parties have provided the Court with declarations as well as evidence to support the settlement. Such evidence includes not only various declarations from Plaintiffs, Plaintiffs' counsel, and the settlement administrator regarding the Plaintiffs' claims, valuation, and settlement evaluation and determination, but also many of the documents relied on by the Parties during mediation and subsequent negotiations. Such documents include employee declarations from individuals throughout California, handbook policies, various policy postings, training documents, and timesheets evidencing compliance with California laws, as well as additional declarations compiled in litigating the Moore action filed by Pls. The parties have also submitted additional employee declarations and timesheets on reply. (See Cole Decl. and Naftel Decl. on reply.) The foregoing provided a detailed breakdown and settlement explanation, and consists of more than that which was provided in Kullar and Clark. Pls then contend the service awards are excessive and they constitute 18 to 35 times what the class members are entitled to receive. The settlement provides $5,000 to Sherif Hakeem and $2,500 a piece to Maged Hakeem and Barbara Sanchez. The Court finds these service awards are not excessive and are justified and supported by the declarations of each of the named plaintiffs as compensation for their participation as named plaintiffs in this action. Pls contend no information to justify an award of attorneys' fees above 25% of the settlement fund is provided. PIS contend 25% is the benchmark and that anything above this must be justified. By definition, a "benchmark" is a standard or point of reference against which things may be compared or assessed. The Court disagrees that 25% is a benchmark number. The Court finds that the proposed attorney fee award of one-third of the common fund is reasonable and often commonly applied, depending on the showing made. California state courts have approved use of a percentage of the fund to calculate reasonable attorney fee awards where the amount of the settlement is certain or is an easily calculable sum of money. (See Dunk, supra, 48 Cal. App. 4th at 1808.) The California Supreme Court has re-affirmed the use off the percentage of the common fund approach for determining attorney fee awards. Laffitte v. Robert Half International, Inc. (2016) 1 Cal.5th 480, 486. Historically, attorneys' fee awards in common fund cases in general range from 20% to 50% of the fund, depending on the circumstances of the case. (See Newberg on Class Actions, (3rd Ed.), 1992.) Plaintiffs' request of 1/3 falls within these typical fee arrangements and counsel's declaration provides sufficient justification for the work conducted in the action to justify the fees. (See Cole Decl. 1111 52-57.) Under the "common fund" doctrine, where a party brings a private action resulting in the creation of a DATE: 08/26/2020 M|NUTE ORDER Page 5 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, CASE NO: 34-2019-00270901-CU-OE-GDS LP large fund for the benefit of a class, the costs of litigation, including attorneys' fees, are recoverable from the fund. Kickham Hanley P.C. v. Kodak Retirement Income Plan, 574 F. Supp. 2d 314 (W.D. N.Y. 2008). Regardless of whether Iodestar or percentage-of-fund method is used to calculate attorney fee award in a settled class action, the proposed fees must qualify as reasonable according to various factors: (1) the time and labor expended by counsel, (2) the magnitude and complexities of the litigation, (3) the risk of the litigation, (4) the quality of representation, (5) the requested fee in relation to the settlement, and (6) public policy considerations. Courts have a duty to ensure that claims for attorney fees in class actions are reasonable. 28 U.S.C.A. Fed. Rules Civ. Proc. Rule 23; In re Lorazepam & Clorazepate Antitrust Litigation, 205 F.R.D. 369 (D.D.C. 2002). The Court finds the fee reasonable. Pls also argue the PAGA amount of $25,000 is insufficient because the parties have undervalued Defendant's exposure to PAGA penalties and it pales in comparison to the amount of attorneys' fees. Pls cite to no legal authority indicating that a PAGA amount cannot be significantly less than attorneys' fees or that it must be evaluated in light of the amount of attorneys' fees. Further, the parties have sufficiently detailed their evaluation of the PAGA penalties and why they are valued at approximately $10 million. (Cole Decl. 1m 26-30.) PIS object that the notice process was deficient because it only provided for one regular mail notice, required members to respond within 45 days, and did not provide for a follow-up reminder mailing or notice by e-mail. In support, Pls cite to rule 23 of the Federal Rules of Civil Procedure, which is inapplicable here in this state court action. The Court rejects this argument and finds the notice process was sufficient and reasonable. Pls cite to no legal authority requiring more than 45 days to respond or follow-up reminders via mail or e-mail. Lastly, Pls object to the notice on the ground that it did not include the contact information for their counsel. PIS argue that the notice should have identified the Moore action to fully inform class members of their options. Indeed, a notice must fairly apprise the class members of the terms of the proposed settlement and the options available to them so they may decide whether to intervene or object, opt out, or accept the settlement. However, Pls fail to set forth why information about the Moore action would affect class members' options with respect to this action. There is no argument or evidence that class members who accept the settlement are precluded from participating in the Moore action, which at this point appears to consist only of a PAGA representative claim, as the Pls have been ordered to arbitrate their individual claims. Thus, the Court is not persuaded that a failure to identify the Moore action is detrimental to the notice. The Court finds that the settlement is reasonable. The purpose of the Court's final evaluation of proposed class action settlement is to determine only whether the proposed settlement is within the range of reasonableness. (See Wershba, supra, 91 Cal. App. 4th at 234-35.) In making its fairness determination, the Court should consider the relevant factors, such as the strength of the plaintiff's case, the risk, expenses, complexity and likely duration of further litigation, the risk of maintaining class action status through trial, the amount offered in settlement, the extent of discovery completed and the stage of the proceedings, and the experience and views of counsel. (Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794, 1801.) Here, the settlement provides, among other things, that in order to settle the matter, Defendant will pay a non-reversionary amount of $10 million dollars, which is inclusive of all individual settlement awards, the class representative service awards, the PAGA allocation, attorneys' fees and costs, and administration costs. (Agreement 111] 12, 34.) The settlement provides for a service award of $5,000 to plaintiff Sherif Hakeem and a service award of $2,500 to each of plaintiff Maged Hakeem and Barbara Sanchez. (Agreement 1m 34, 37.) The settlement provides for an attorneys' fees award of 33.33% of the settlement amount (i.e., $3,333,333.33) and up to $30,000 in costs. (Agreement 1T 38.) The settlement also provides for a payment of $25,000 for a release of PAGA claims, 75% of which will be remitted to the LWDA and DATE: 08/26/2020 M|NUTE ORDER Page 6 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, CASE NO: 34-2019-00270901-CU-OE-GDS LP 25% of which will remain in the Net Settlement Fund. (Agreement 1T 36.) The settlement also provides for settlement administration costs. (Agreement 1] 18, 39.) CPT indicates they have incurred costs of $187,000. (Exh. C.) Defendant's share of payroll taxes is to be paid separately from the Gross Settlement Fund. (Agreement 1T 45.) Settlement Class Members‘ settlement shares will be allocated as 15% wages and 85% interest and statutory penalties for tax purposes. (Agreement ‘fl 41 .) The settlement provides that CPT Group will act as the settlement administrator, which will provide notice of the settlement to the class. (Agreement 1T 17.) The notice, as approved by the court, was mailed to the 87,333 class members on March 20, 2020, after CPT Group received class member mailing information and conducted a National Change of Address search to update the class data list. (Garrido Decl. 1111 7-9.) As of June 19, 2020, 4,510 notice packets have been returned. After performing a skip-trace on all returned mail, 3,166 notice packets were re-mailed. Additionally, 421 notice packets had a forwarding address provided, and those were re-mailed by the Post Office. Ultimately, there are 1,414 notice packets that remain undeliverable. (Garrido Decl. 111] 10-1 1 .) As of June 19, 2020, CPT has received 3 objections (2 of which were submitted by PIS) and 4 timely disputes and 3 untimely disputes regarding pay periods (1 timely dispute has been approved and 3 are currently in review). CPT also received 136 requests for exclusion, 105 of which were deemed valid, 3 of which were untimely and the remainder of which (31) were received for individuals who were not part of the class list. (Garrido Decl. 1111 13-15.) CPT reports a total of 87,228 participating class members, representing a 99.88% participation rate. (Garrido Decl. 1T 17.) The Court preliminarily finds, subject to the required final fairness hearing, that the settlement, including the PAGA settlement, is entitled to a presumption of fairness and that all relevant factors support final approval. The moving papers demonstrate the settlement was the product of arms-Iength bargaining between the parties, after mediation and additional settlement discussions, and was reached after sufficient informal and formal discovery, which allowed the parties, and, therefore, this Court, to act intelligently with respect to the settlement. (See Cole Decl. and Naftel Decl.) The parties engaged in substantial negotiation and informal and formal discovery, and Class Counsel is experienced in this type of class action litigation, especially as against this particular Defendant as well, evaluated the strengths and weaknesses of the case, and views the settlement as favorable to the class. (Cole Decl. 1111 26-32, 46-51.) Class Counsel believes the proposed settlement is in the best interest of the putative class based on formal and informal discovery, investigations, negotiations, and a detailed knowledge of the issues in this case. The settlement is entitled to a presumption of fairness. (Dunk, 48 Cal.App.4th at 1802.) The settlement provides value to the class members as it provides them with monetary compensation in a manner approximately commensurate with the potential value of their individual claims in light of the risks of continued litigation. The Court anticipates that it will sign the proposed final order approving class action settlement and judgment at the conclusion of the required final fairness hearing for this date, in the event that it adopts the findings set forth above. (Code Civ. Proc. § 382; Cal. R. Ct. 3.769.) Appearance is required for the final fairness hearing. The minute order is effective immediately. No formal order pursuant to CRC Rule 3.1312 or further notice is required. COURT RULING DATE: 08/26/2020 M|NUTE ORDER Page 7 DEPT: 53 Calendar No. CASE TITLE: Hakeem vs. Universal Protection Service, LP CASE NO: 34-2019-00270901-CU-OE-GDS The matter was argued and submitted. The matter was taken under submission. Having taken the matter under submission on 08/18/2020, the Court now rules as follows: SUBMITTER MATTER RULING The Court affirmed the tentative ruling. Scott Cole Scott Cole & Associates, APC 555 12th Street, Suite 1725 Oakland, CA 94607 Melinda Arbuckle Shellist Lazarz Slobin 402 West Broadway, Suite 400 San Diego, CA 92101 Jeremy Naftel Martenson, Hasbrouck & Simon LLP 455 Capitol Mall, Suite 601 Sacramento, CA 95814 DATE: 08/26/2020 DEPT: 53 MINUTE ORDER Page 8 Calendar No. EXHIBITJ Electronically FILED by Superior Court of California, County of Los Angeles on 02/26/2020 01:16 PM Sherri R. Carter, Executive Officer/Clerk of Court, by R. Clifton,Deputy Clerk Assigned for all purposes to: Spring Street Courthouse, Judicial Officer: Stephen Goorvitch 20STCV08068 PLD-Pl-001 ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address) _J1ANUEL H. MILLER, Esq., SBN 36947 LAW OFFICES OF MANUEL H. MILLER 20750 Ventura Blvd. Suite 440 Woodland Hills, California 91364 TELEPHONE NO: ( 818 ) 71 0 - 9 9 9 3 FAX NO. (Optional): 818 - 71 0 -1 9 3 8 E-MAILAODRESS(Optional}: miller41aw@msn.com ATTORNEY FOR /Name): Plaintiff SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles sTREETADDREss: 111 No. Hill Street MAILINGADDREss: 111 No. Hill Street cITYANozIPcooE: Los Angeles, CA 90012 BRANCH NAME: Central District PLAINTIFF: Esther Williams DEFENDANT:City of Los Angeles; United Airlines, Inc. W DOES 1 TO 100 Inclusive COMPLAINT-Personal Injury, Property Damage, Wrongful Death D AMENDED (Number): Type (check all that apply): 0 MOTOR VEHICLE D Property Damage w Personal Injury w OTHER (specify): Premises D Wrongful Death D Other Damages (specify): Jurisdiction (check all that apply): 0 ACTION IS A LIMITED CIVIL CASE Liability FOR COURT USE ONLY CASE NUMBER: Amount demanded D does not exceed $10,000 D exceeds $10,000, but does not exceed $25,000 [J[] ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) 20STCVOB068 0 ACTION IS RECLASSIFIED by this amended complaint D from limited to unlimited II from unlimited to limited 1. Plaintiff (name or names):Esther Williams alleges causes of action against defendant (name or names): City of Los Angeles; United Airlines, Inc.; and Does 1 to 100 inclusive 2. This pleading, including attachments and exhibits, consists of the following number of pages: 3. Each plaintiff named above is a competent adult a. D except plaintiff (name) : (1) D a corporation qualified to do business in California (2) D an unincorporated entity (describe}: (3) D a public entity (describe): (4) D a minor D an adult (a) D for whom a guardian or conservator of the estate or a guardian ad !item has been appointed (b) D other (specify): (5) D other (specify): b. D except plaintiff (name) : (1) D a corporation qualified to do business in California (2) D an unincorporated entity (describe): (3) D a public entity (describe): (4) D a minor D an adult (a) D for whom a guardian or conservator of the estate or a guardian ad litem has been appointed (b) D other (specify): (5) D other (specify): D Information about additional plaintiffs who are not competent adults is shown in Attachment 3. Page 1 of 3 Form Approved for Optional Use Judicial Council of California PLO-Pl-001 [Rev. January 1. 2007} COMPLAINT-Personal Injury, Property Damage, Wrongful Death Code of Civil Procedure, § 425.12 PLD-PI-001 SHORTTITLE:Williams v. City of Los Angeles et al CASE NUMBER: 4.E Plaintiff (name): is doing business under the fictitious name (specify): and has complied with the fictitious business name laws. 5. Each defendant named above is a natural person a. except defendant (name): City of Los Angeles (1) D a business organization. form unknown (2) D acorporation (3) E an unincorporated entity (describe): (4) a public entity (describe): Municipality (5) E other (specify): b. except defendant (name): United Airlines, Inc. (1) E a business organization, form unknown (2) acorporation (3) D an unincorporated entity (describe): (4) E a public entity (describe): (5) E other (specify): c. C] except defendant(name): (1)E a business organization, form unknown (2)E a corporation (3)E an unincorporated entity (describe): (4)D a public entity (describe): (5)D other (specify): . [:l except defendant(name): (1)a a business organization, form unknown (2)D a corporation (3)D an unincorporated entity (describe): (4)D a public entity (describe): (5)E other (specify): [j Information about additional defendants who are not natural persons is contained in Attachment 5. 6. The true names of defendants sued as Does are unknown to plaintiff. a. Doe defendants (specify Doe numbers): l through l O O were the agents or employees of other named defendants and acted within the scope of that agency or employment. b. Doe defendants (specify Doe numbers): 1 throuqh l 0 0 plaintiff. are persons whose capacities are unknown to 7. D Defendants who are joined under Code of Civil Procedure section 382 are (names): 8. This court is the proper court because a. E at least one defendant now resides in its jurisdictional area. . E the principal place of business of a defendant corporation or unincorporated association is in its jurisdictional area. . injury to person or damage to personal property occurred in itsjurisdictional area.0.00" . E other (specify): 9. Plaintiff is required to comply with a claims statute. and a. has complied with applicable claims statutes, or b. E is excused from complying because (specify): PLD-PI-oo1 [Rev. January 1. 2007] COMPLAINT-Personal Injury, Property Page 2 of 3 Damage, Wrongful Death PLD-PI-001 SHORTTITLE:Williams v. City of Los Angeles et al CASENUMBER: 10. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): Motor Vehicle General Negligence Intentional Tort Products Liability Premises Liability Other (specify): iéiiii 11. Plaintiff has suffered wage loss . D loss of use of property . hospital and medicalexpenses general damage . D property damage loss of earning capacity .E other damage (specify): corhmgocp: 12.E The damages claimed for wrongful death and the relationships of plaintiff to the deceased are a.E listed in Attachment 12. b.E as follows: 13. The relief sought in this complaint is within the jurisdiction of this court. 14. Plaintiff prays forjudgment for costs of suit; for such relief as is fair, just, and equitable; and for a. (1) compensatory damages (2) D punitive damages The amount of damages is (in cases for personal injury or wrongful death, you must check (1)): (1) E according to proof (2) E inthe amountofz$ 15.E The paragraphs of this complaint alleged on information and belief are as follows (specify paragraph numbers): Date: 2/25/2020 "' ‘ * / / //i x Manuel H. Miller. Esq. } g/ b‘ 7 C (TYPE OR PRINT NAME) (SIGNATURE OF PLAINTIFF OR ATTORNEY) PLD-Pl-001 [Rev. January 1. 2007] COMPLAINT_PersonaI Injury, Property Page 3 of 3 Damage, Wrongful Death PLD-PI-oo1(2) SHORTTHLE: Williams v. City of Los Angeles et al awemmwm FIRST CAUSE 0F ACTION-General Negligence Page 4 (num ber) ATTACHMENT TO m Complaint E Cross-Complaint (Use a separate cause of action form for each cause of action.) 6N4. Hahfififlwnwx Esther Williams allegesthatdefendant(name): City of Los Angeles; United Airlines, Inc. [3;]Does l m 100 Inclusive was the legal (proximate) cause of damages to plaintiff. By the following acts or omissions to act, defendant negligently caused the damage to plaintiff onkmmfl 7/30/2019 atmmaa'tarmac area adjacent to United Airlines cargo facility 6040 Avion Dr., Los Angeles, CA 90045 (description ofreasons for liability): Defendants, and each of them, so negligently and carelessly owned, maintained, inspected, repaired and controlled the premises, including the tarmac and paved area adjacent to the United Airlines cargo facility, and so negligently and carelessly supervised, trained, and monitored their employees' and maintenance personnel conduct and activity so as to cause Plaintiff, while an employee of SOS Security, to trip and fall on the tarmaC/premises. As a proximate result of the subject incident and the negligence of the defendants, and each of them, plaintiff sustained severe and continuing physical injury and general damages for pain and suffering. Plaintiff required medical care and incurred corresponding special damages in the form of medical bills and related expenses, all in a sum not fully ascertained but subject to proof at the time of trial. Plaintiff lost earnings and earning capacity as a result of the negligence of the defendants, and each of them, all in a sum not fully ascertained and subject to proof at the time of trial. Page 1 of1 FzrnéAppllgved for ?gtaifpal Use ral Code of Civil Procedure 425.12 u icia ouncil o i ornia 'mem) [Rem Jammy 1. m7] CAUSE 0F ACTION-General Negngence Sofia? HS.fiP us PLD-Pl-001 (4) SHORTTITLE: Williams v. City of Los Angeles et al CASENUMBER: Second CAUSE 0F ACTION-Premises Liability Page 5 (number) ATTACHMENT TO m Complaint E3 Cross-Complaint (Use a separate cause of action form for each cause of action.) Prem.L-1. Plaintiff (name): Esther Wi l l iams alleges the acts of defendants were the legal (proximate) cause of damages to plaintiff. On (date): 7 / 30 / 2 0 l 9 plaintiff was injured on the following premises in the following fashion (description ofpremises and circumstances of injury): Plaintiff fell on the uneven, cracked and negligently maintained pavement and tarmac area adjacent to United Airlines cargo facility at 6040 Avion Dr., Los Angeles, CA 90045 Prem.L-Z. m Count One--Neg|igence The defendants who negligently owned. maintained. managed and operated the described premises were (names): city of Los Angeles; United Airlines, Inc . Does l to 100 Prem.L-3. i I Count Two--Wi|lfu| Failure to Warn [Civil Code section 846] The defendant owners who willfully or maliciously failed to guard or warn against a dangerous condition, use. structure, or activity were (names): E Does to Plaintiff, a recreational user. was E an invited guest C] a paying guest. Prem.L-4. m Count Three--Dangerous Condition of Public Property The defendants who owned public property on which a dangerous condition existed were (names): City of Los Angeles Does l to 100 a. The defendant public entity had actual constructive notice of the existence of the dangerous condition in sufficient time prior to the injury to have corrected it. b. The condition was created by employees of the defendant public entity. Prem.L-5. a. m Allegations about Other Defendants The defendants who were the agents and employees of the other defendants and acted within the scope of the agency were (names): E Does 1 to 100 b. E The defendants who are liable to plaintiffs for other reasons and the reasons for their liability areD described in attachmentPrem.L-5.bD as follows (names): Page 1 of 1 Form Approved for Optional Use Judicial Council otoaurornsa CAUSE OF ACTION-Pl’emises Liability soffiaillg Codeomivn Procedure. 5425.12 fiP usPLD-Pl-001(4) [Rev. January 1. 2007] EXHIBIT K 9/2/2020 Allied Universal® and SOS Security® Announce Industry Transformationa! Merger I Allied Universal Home (l) / Press Releases (/press-releases) / Aliied Universal® and SOS Security® Announce Industry Transformational Merger Share Page 5:1: (https:/Iwww.addtoany.com/share#url=https%3A%2F%2Fwww.aus.com%2Fpress-releases%2Fallied-universalvand-sos-security~announce-industry- ransformational- nerger&tille=Allied%20Universal%CZ%AE%20and%20SOS%20$ecurity%02%AE%20Announce%20lndustry%20Transformationai%20Merger%20%7C%20AI£ied%20Urjiversal) M Allied Universal® and SOS Security® Announce Industry Transformational Merger Media Contacts: Nancy Thompson. Vorticom Public Relations Phone: 212-532-2208 Email: nancyt@vorticom.com (mailtoznancyt@vorticom.com) Vanessa Showaiter, Allied Universal/PR Manager Phone: 714-619-9744 Email: Vanessa.Showalter@aus.com (mailto:Vanessa.Showaiter@aus.com) Darlene Avila, SOS Security/Director of Communications Phone: 703-348-2528 Email: davila@sossecurity.com (mailto:davila@sossecurity.com) SANTA ANA, CalifJPARSIPPANY, NJ -- November 21, 2019 -- Allied Universal (http://www.aus.com/)®, a leading security and facility services company in North America, and SOS Security® (Imps://www.snssccurity.60ml), a renowned provider of global security services, today announced that a definitive agreement has been executed with respect to a transformational merger that creates a security leader in North America and beyond. “I am thrilfed to welcome Edward Siiverman - one of the most highly regarded leaders of the security industry - and the SOS Security team to the Allied Universal family,” said Steve Jones, CEO of Allied Universal. “Like Allied Universal, SOS Security has built a renowned and respected brand of security services. Now, working together, we wil! be able to combine the best of both brands to elevate security services, the breadth and reach of capabilities and opportunity to provide new security solutions." Founded in 1969, SOS Security brings a complementary and scalable approach to security services to Allied Universal. With offices in five countries. SOS Security's 15,000 employees work around the world providing safety, security, executive protection. intelligence, consuitancy and advisory services, including more than 2,000 assignments last year in over 100 countries through its subsidiary, AS Solution. The company has among the highest retention rates in the industry with respect to customers and security personnel. The joining of Allied Universal and SOS Security establishes the company as a truly differentiated service provider in the global security industry with: - A combined force of over 230,000 security professionals; Combined best practices to elevate security service deISVery and industry norms; a SOS Security‘s unique capabilities in internationai markets and intelligence analysis; o Allied Universal’s highly advanced, comprehensive and integrated technology soiutions; o Expertise in risk management specializing in security consulting, investigations, persona! protection and threat, disaster and emergency response; o High-level crowd management, event staffing and consulting providing a one-stop solution for event and site security. Following the merger, Silverman. the CEO and Founder of SOS Security. will serve as Co-Chairman of the Executive Committee and an Adviser to the Board of Directors, bringing his vision of scalable boutique security service to AElied Universal. “Delivering personalized services, whemer operating under a billion or at $10 billion. has always been my mission," said Siiverman. “As part of Allied Universal, and with shared values and purpose, we have a remarkable opportunity to bring speciatized security services that reflect client priorities and attract the best resources and strategic partners to the industry." ' About Ailied Universal Allied Universal®, a leading security and facility services company in Norfh America with more than 215,000 employees and revenues over $7.5 billion, provides unparalleied security services and technology solutions. With offices located throughout the nation as well as internationally (Canada, Mexico, United Kingdom), Allied Universal is responsible for protecting client sites covering multiple Specialty sectors such as higher education, healthcare, retail, commercial real estate, government and corporate campuses, etc. Supported by vast experience gained from being in business for over 60 years, Allied Universal provides proactive security services and cutting-edge smarf technology to deliver evolving, tailored solutions that allow clients to focus on their core business. Through worId-class customer service, highly advanced systems and cohesive technology solutions...AI/ied Universal is There for you”. For more information, please visit www.aus.com (httpzllwwwaus.coml). About SOS Security https://www.aus.com/press-reieases/al!ied~universa|~and-sos-security-announce-industry-transformational-merger 1/2 9/2/2020 Allied Universal® and SOS Security® Announce Industry Transformational Merger | Allied Universal Founded in 1969, SOS Security is one of the largest privately-owned security companies in the U.S. with over 70 offices in major metropolitan areas and 15,000 security professionals working domestically and around the world. A proven leaderin the security and protective services Industry, SOS Security is headquartered in Parsippany, NJ and has offices throughout the United States and resources servicing over 100 countries. SOS Security is a leading provider of secun‘ty personnel and related services, helping a broad range of clients in the corporate, government and high net worth sectors to protect their people, assets and reputations. SOS Security’s growth is driven by our ongoing dedication to meet our clients' evolving security requirements. Additional information is available at www.sossecurity.com (http://www.SOSSccurity.com). 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