PATTERSON LAW GROUP, APC James R. Patterson, State Bar No ... · PATTERSON LAW GROUP, APC James R. Patterson, State Bar No. 211102 2 [email protected] 402 West Broadway, 29th

PATTERSON LAW GROUP, APC James R. Patterson, State Bar No. 211102

2 [email protected] 402 West Broadway, 29th Floor

3 San Diego, CA 92101 Telephone: (619) 756-6990

4 Facsimile: (619) 756-6991

5 AMARTIN LAW, PC Alisa A. Martin, State Bar No. 224037

6 [email protected] 600 West Broadway, Suite 700

7 San Diego, CA 92101 Telephone: (619) 308-6880

8 Facsimile: (619) 308-6881

9 Attorneys for Plaintiff and the Class

10 CAROTHERS DISANTE & FREUDENBERGER LLP Jeremy T. Naftel, State Bar No. 185215

11 [email protected] Robin E. Largent, State Bar No. 197595

12 [email protected] 900 University Avenue, Suite 200

13 Sacramento, California 95825 Telephone: (916) 361-0991

14 Facsimile: (916) 570-1958

15 Attorneys for Defendant ALLIEDBARTON SECURITY SERVICES, LLC

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO, CENTRAL DIVISION

DA YID JANA TA, on behalf of himself and all others similarly situated,

Plaintiff,

vs.

Case No.: 37-2013-00030693-CU-OE-CTL

CLASS ACTION

STIPULATION AND SETTLEMENT OF CLASS, COLLECTIVE, AND

ALLIEDBARTON SECURITY SERVICES, REPRESENTATIVE CLAIMS LLC DOES 1- 100, inclusive,

Defendants.

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STIPULATION AND SETTLEMENT OF CLASS, COLLECTIVE, AND REPRESENTATIVE CLAIMS

Subject to final approval by the Court, which counsel and the Parties agree to diligently

2 pursue and recommend in good faith, Plaintiff David Janata, individually and on behalf of all

3 others similarly situated, on the one hand, and AlliedBarton Security Services LP and AlliedBarton

4 Security Services, LLC (collectively "Allied Barton" or "Defendant") on the other, hereby agree to

5 the following binding Settlement of the putative class action designated David Janata v.

6 AlliedBarton Security Services, LLC, Superior Court of California, County of San Diego, Case No.

7 37-2013-00030693-CU-OE-CTL pursuant to the terms and conditions set forth below.

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1 I. DEFINED TERMS

2 As used herein, the following terms are defined as:

3 A. "Action."

4 David Janata v. AlliedBarton Security Services LLC, Superior Court of California, County

5 of San Diego, Case No. 37-2013-00030693-CU-OE-CTL, as amended.

6 B.

7 This Stipulation and Settlement of Class, Collective and Representative Claims.

8 c. "Attorneys' Fees and Cost Award."

9 The amount authorized by the Court to be paid to Class Counsel for the services they have

10 rendered and expenses they have incurred in prosecuting the Action. Class Counsel shall request,

11 and Defendant will not oppose, an Attorneys' Fees and Cost Award of up to 35% of the Gross

12 Settlement Amount, or $4,025,000, whichever is greater. The Attorneys' Fees and Cost Award

13 shall be paid to the Qualified Settlement Fund.

14 D. "Claim Form."

15 The Claim Form to be submitted by the Class Members in order to participate in this

16 Settlement and to receive a portion of the Settlement Amount. The Claim Form may be completed

17 by the Class Member or a designated representative on the Class Member's behalf.

18 E. "Claims."

19 Any and all claims asserted in the Second Amended Complaint (as described in Section

20 III(A) below) in the Action or that could have been asserted based on the facts set forth in the

21 Action.

22 F. "Claims Administrator." ~----~-~-----~-·--~

23 Kurtzman Carson Consultants LLC.

24 G. "Claims Administration Costs."

25 All costs incurred in administering the Settlement, which is estimated to be an amount of no

26 more than $150,000.

27 H. "Claims/Opt-Out/Objection Deadline Date."

28 The date, no later than forty-five (45) calendar days after the date of the mailing of the

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Notice Packet, on or before which any written objection, Request for Exclusion Form or Claim

2 Form must be signed and submitted in order to be effective.

3 I. "Class" and "Class Members."

4 All persons formerly employed by AlliedBarton Security Services LP as hourly, non-

5 exempt security guards in California at any time between January 9, 2015 and December 31, 2016,

6 and also including all persons formerly employed by AlliedBarton Security Services LP at any time

7 between January 17, 2009 and January 9, 2015, who opted out of the class action settlement

8 titled, Gregory Dynabursky et al. v. AlliedBarton Security Services LP et al., case number 8: 12-cv-

9 0221, in the U.S. District Court for the Central District of California.

10 J. "Class Counsel" and "Plaintiff's Counsel." -·--------~

11 Alisa A. Martin of AMartin Law, PC and James R. Patterson of the Patterson Law Group,

12 APC.

13 K. ''_<:::lass List and Data Report."

14 A list of the names, last known mailing addresses and telephone numbers, social security

15 numbers, and the total workweeks worked by each Class Member during the applicable Class

16 Periods. Defendant will diligently and in good faith compile the Class List and Data Report from

17 their records and provide it to the Claims Administrator and Class Counsel within five (5) business

18 days after Preliminary Approval of the Settlement. The Class List and Data Report shall be

19 provided in a computer-readable format.

20 L. "Class Period."

21 January 17, 2009 to December 31, 2016. This necessarily encompasses all PAGA claims

22 asserted and/or released herein.

23 M.

24 The order of the Court entering judgment after Final Approval.

25 N. "Court."

26 The Superior Court for the State of California, for the County of San Diego.

27 o. "Defendant."

28 AlliedBarton Security Services LP and AlliedBarton Security Services, LLC,

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P. "Defendant's Counsel."

2 Jeremy T. Naftel, Esq., of Carothers DiSante and Freudenberg LLP.

3 Q. "Effective Date.''

4 The date on which the Court's Final Approval ("Final Approval") becomes final. For

5 purposes of this paragraph, the Court's Final Approval "becomes final" only after the Court grants

6 Final Approval of the Settlement (the "Final Approval Order") and upon the latter of: (i) if no

7 appeal is filed, the expiration date of the time for the filing or noticing of any appeal from, or other

8 challenge to, the Court's Final Approval Order (this time period shall not be less than 60 calendar

9 days after the Court's Final Approval Order is entered); (ii) the date affirmance of an appeal of the

10 Final Approval Order becomes final under the California Rules of Court; or (iii) the date of final

11 dismissal of any appeal from the Final Approval Order or the final dismissal of any proceeding on

12 review of any court of appeal decision relating to the Final Approval Order.

13 R.

14 The hearing at which the Court considers whether to finally approve the Settlement and to

15 enter the Final Approval Order.

16 s.

17 The Court's Final Judgment.

18 T. "General Release."

19 The release set forth below wherein the Named Plaintiff, in his individual capacity and with

20 respect to his individual claims only, agrees to release the Released Parties from any and all claims,

21 demands, rights, liabilities and causes of action of every nature and description whatsoever, known

22 or unknown, asserted or that might have been asserted, whether in tort, contract or for violation of

23 any state or federal statute, rule or regulation arising out of, relating to or in connection with any

24 act or omission by or on the part of any of the Released Parties committed or omitted prior to the

25 execution hereof including a waiver of Civil Code § 1542. Named Plaintiff agrees to execute a

26 separate individual Settlement Agreement and General Release in a form that is mutually agreeable

27 to the Parties. However, Plaintiff can participate as a class member in any class action settlement

28 regarding wage-and-hour issues arising under Plaintiffs employer Universal Protection Service,

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LP.

2 u. "Gross Individual Settlement Payment."

3 The Settlement amounts for each individual Class Member resulting from the calculations

4 set forth herein.

5 v. "Gross Settlement Amount."

6 The total amount available to be paid by Defendant pursuant to the Settlement and equaling

7 no more than $11,500,000. All payments associated with the Settlement shall be paid from the

8 Gross Settlement Amount, including all payments to Participating Class Members, the Named

9 Plaintiff (including the Service Award), Class Counsel, the Labor and Workforce Development

10 Agency, the Claims Administrator and employment taxes, including the employer FICA, FUT A

11 and SDI contributions, on the wage portion of the Individual Settlement Payments.

12 w. "Individual Settlement Payment."

13 The amount of each Participating Class Member's Gross Individual Settlement Payment,

14 less employee portions of state and federal withholding taxes, including the employee FICA,

15 FUT A and SDI contributions and any other applicable payroll deductions required by law as a

16 result of the payment of the amount allocated to such Participating Class Member as set forth

17 herein.

18 x. "Mediations"

19 Mediation with Steve Serratore on July 14, 2017 and with Jeffrey Krivis commencing on

20 September 7, 2017.

21 Y. "Named Plaintiff."

22 Plaintiff David Janata. Plaintiff may add one or more additional named plaintiffs and/or

23 proposed representatives to represent the Class and/or claims under California's Private Attorneys

24 General Act. Plaintiff may file an amended complaint, if deemed necessary, to accomplish this.

25 z. "Net Class Settlement Fund."

26 The funds available to be distributed to Participating Class Members under this Stipulation

27 after payment of any Attorneys' Fees and Cost Award, Service Awards and the PAGA payment.

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AA. "Notice."

2 The Notice of Pendency of Class Action Settlement that describes the procedure and time

3 period to opt out of or object to the Settlement, and the date set for the Final Approval Hearing.

4 BB. "Notice Packet."

5 The packet that will be sent via regular mail to all Class Members and shall include the

6 Notice, including objection procedures, a Request for Exclusion Form and a Claim Form.

8 The date forty-five (45) calendar days after all Notice Packets are mailed to Class Members

9 by the Claims Administrator, and is synonymous with the Claims/Opt-Out/Objection Deadline

10 Date, as defined above.

11 DD. "Original Action."

12 The complaint filed by Plaintiff on January 17, 2013 with the Superior Court of California,

13 County of San Diego, entitled David Janata v. AlliedBarton Security Services, LLC, Case No. 37-

14 2013-00030693-CU-OE-CTL.

16 Defendant's payment of $100,000, with 25%, or $25,000, allocated to Class Members by

17 inclusion in the Net Settlement Fund and 75%, or $75,000, to be paid to the California Labor and

18 Workforce Development Agency ("LWDA"), all to be paid from the Gross Settlement Amount.

19 This PAGA Payment is made pursuant to California Labor Code §2699(i).

20 FF. "Participating Class Member."

21 A Class Member who is entitled to receive his/her share of the Net Class Settlement Fund.

22 Class Members must submit a timely and properly completed Claim Form in compliance with the

23 procedures set forth herein in order to be Participating Class Members.

24 GG. "Parties."

25 Defendant and the Named Plaintiff.

26 HH. "Preliminarv Approval Order."

27 The Order issued by the Court preliminarily approving the terms of the Settlement set forth

28 in this Stipulation.

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II. ~ualified Settlement Fund."

2 The fund established by the Claims Administrator pursuant to Internal Revenue Code

3 Section 1.468B-1, and funded by Defendant within ten (10) calendar days after the Effective Date.

4 This amount equals no more than $11,500,000 and includes all funds necessary to make the

5 Individual Settlement Payments, the Attorneys' Fees and Cost Award, Claims Administration

6 Costs, PAGA Payment, Service Award.

7 JJ. "Released Claims."

8 This is defined as follows:

9 The Class Members shall fully and finally release and discharge the Released Parties,

10 defined below, of any and all Claims, wage and hour claims, rights, demands, liabilities and causes

11 of action of any nature or description arising during the Class Period through the date this

12 Settlement is preliminarily approved by the Court, and arising from the facts and claims asserted in

13 the Second Amended Complaint in this Action and/or any claims that could have been asserted

14 based on the facts ascertained or alleged in the Action against Defendant, including without

15 limitation, claims for statutory, constitutional, contractual or common law claims for wages, meal

16 and rest period premiums, damages, unpaid costs, penalties, liquidated damages, interest,

17 attorneys' fees, litigation costs, restitution, equitable relief or other relief under Business &

18 Professions Code § I 7200, et seq., based on the following categories: (a) any and all claims

19 involving any alleged failure to pay the minimum wages required by state or federal law; (b) any

20 and all claims arising under state or federal law involving any alleged failure to pay employees for

21 all hours worked, including but not limited to any claim for minimum, straight time, overtime, or

22 double-time wages; ( c) any and all claims arising under state or federal law involving any alleged

23 failure to pay overtime wages, including but not limited to any claim involving "off the clock"

24 work, any claim involving the Companies' workday or workweek or rounding, and any claim

25 involving failure to include compensation of any kind in the "regular rate" of pay, excluding

26 anything associated with unreimbursed business expenses; ( d) any and all claims arising under

27 state or federal law involving any alleged failure to properly provide meal periods and/or authorize

28 and permit rest periods, to pay premiums for missed, late, short or interrupted meal and/or rest

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periods, or to pay such premiums at the regular rate of compensation required by Labor Code §

2 226.7; (e) any and all claims involving any alleged failure to keep accurate records or to issue

3 proper wage statements to employees; (f) any and all claims involving any alleged failure to timely

4 pay wages, including but not limited to any claim that the Companies violated Labor Code §§ 201

5 or 202, and any claim for waiting time penalties under Labor Code§ 203; (g) any and all claims for

6 unfair business practices in violation of Business and Professions Code sections 17200, et seq.; and

7 (h) any and all penalties pursuant to the Private Attorneys General Act ("PAGA"). The Released

8 Claims include all such claims arising under the California Labor Code (including, but not limited

9 to, sections 201, 201.3, 202, 203, 204, 210, 216, 218.5, 218.6, 221, 222.5, 225.5, 226, 226.3, 226.7,

10 256, 510, 511, 512, 514, 558, 1174, 1174.5, 1175, 1182.12, 1194, 1194.2, 1197, 1197.1, 1197.2,

11 1198, 1198.5, 1199, 2698, and 2699 et seq.); the Wage Orders of the California Industrial Welfare

12 Commission; Cal. Code Regs § 11040; California Business and Professions Code section 17200 et

13 seq.; California Civil Code §§3336 and 3294; the California common law of contract; the Fair

14 Labor Standards Act, 29 U.S.C. § 201 et seq.; and federal common law. Participating Class

15 Members who submit an executed Claim Form expressly waive and release any Fair Labor

16 Standards Act ("FLSA") claims, whether known or unknown, arising during the Class Period and

17 reasonably related to the claims and allegations in the Action. This release excludes the release of

18 claims not permitted by law.

19 KK. "Released Parties."

20 Defendant, and all of its past, present and future parents and subsidiaries and all their

21 respective agents, employees, servants, officers, directors, partners, trustees, representatives,

22 shareholders, stockholders, attorneys, equity sponsors, affiliates, related entities (including, without

23 limitation, any corporation, partnership, limited liability company or other entity that is, directly or

24 indirectly, controlling or under common control with Defendant), DBAs, divisions, assigns,

25 predecessors, successors, insurers, consultants, joint venturers, joint employers, clients, employee

26 benefit plans and fiduciaries thereof. The release only applies to claims incurred during the time

27 when Class Members were working for Defendant.

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1 LL. "Request for Exclusion Form."

2 A Request for Exclusion Form is the Court approved form to be submitted by the Class

3 Members in order to opt-out of participation in this Settlement, substantially similar to the Request

4 for Exclusion Form attached hereto. Class Members who submit a Request for Exclusion Form

5 shall no longer be a member of the Class, shall be barred from participating in this Settlement, shall

6 be barred from objecting to this Settlement and shall receive no benefit from this Settlement. The

7 Parties will submit a Request for Exclusion Form for Court approval with the preliminary approval

8 motion.

9 MM. "Service Award."

I 0 The amount that the Court authorizes to be paid to the Named Plaintiff over and above his

11 Individual Settlement Payment in recognition of his efforts in assisting with the prosecution of the

12 Action on behalf of the Class Members and in return for executing a General Release of all Claims

13 against Defendant. Named Plaintiff will request a Service Award up to $20,000, which Defendant

14 will not oppose. Named Plaintiff will be issued an IRS Form 1099 in connection with his Service

15 Award. Named Plaintiff agrees to execute a separate individual Settlement Agreement and General

16 Release for this payment in a form that is mutually agreeable to the Parties.

17 To the extent Plaintiff adds additional proposed class representatives and/or PAGA

18 representatives, Plaintiff may seek additional service awards not to exceed $20,000 for each, which

19 Defendant shall not oppose.

20 II. RECITALS

21 A. Investigation in the class action.

22 Plaintiff and Defendant conducted significant investigation of the facts and law during the

23 prosecution of the Action. Such discovery and investigation includes: production by Defendant of

24 applicable policies and procedures as well as a sampling of time and payroll data; deposition of

25 Defendant's Person Most Knowledgeable; data including shifts, wages, workweeks, class

26 membership; disclosure by Named Plaintiff and Class Counsel of all facts, theories and information

27 on which this Action is based; and the analysis by the Parties of the time and payroll data to

28 investigate the alleged merits of Named Plaintiffs claims and Defendant's potential liability.

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Counsel for the Parties have investigated the law as applied to the facts discovered regarding the

2 alleged claims of Named Plaintiff and potential defenses thereto, and the potential damages

3 claimed by Named Plaintiff.

4 Counsel for the Parties engaged in extensive discussions about the strengths and

5 weaknesses of the claims and defenses. The Parties participated in a full-day mediation session on

6 July 14, 2017 with Steve Serratore, Esq., an experienced and well-regarded mediator before

7 reaching this Settlement and a subsequent mediation with Jeffrey Krivis who is likewise a well-

8 regarded mediator.

9 B. Workweeks and Class Size

10 Defendant warrants that the total number of workweeks provided prior to mediation that

11 qualify for full workweek credit pursuant to Section III(K) is 892,737 and that the total number of

12 class members is 18,334. To the extent the number of workweeks that qualify full workweek credit

13 pursuant to Section III(K) or number of class members exceeds this estimate by more than 10%,

14 the total Gross Settlement Fund shall be increased by a prorata amount equal to the percentage

15 increase. To the extent information exchanged for verification of mediation representations is

16 materially different from the mediation representations, the Parties reserve the right to further

17 negotiate an appropriate resolution.

18 c. Benefits of settlement to class members.

19 Named Plaintiff and Plaintiffs Counsel recognize the expense and length of continued

20 proceedings necessary to litigate the disputes through trial and through any possible appeals.

21 Named Plaintiff has also taken into account the uncertainty and risk of the outcome of further

22 litigation, the uncertain merits of his claims, and the difficulties and delays inherent in litigation.

23 Named Plaintiff and Plaintiffs Counsel are also aware of the burdens of proof necessary to

24 establish liability for the claims asserted in the Action, both generally and in response to the

25 Companies' defenses thereto. Named Plaintiff and Plaintiffs Counsel have also taken into account

26 the extensive settlement negotiations conducted. Named Plaintiff and Plaintiffs Counsel have also

27 taken into account Defendant's agreement to enter into a Settlement that confers substantial relief

28 upon the Class Members, even though Defendant strenuously maintains that its has fulfilled its

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legal obligations. Based on the foregoing, Named Plaintiff and Plaintiffs Counsel have determined

2 that the Settlement set forth in this Agreement is a fair, adequate and a reasonable Settlement, and

3 is in the best interests of the Class.

4 D.

5

Acknowledgment of Additional Benefits.

1. The Parties acknowledge that the parent of Defendant merged with the parent of

6 Universal Protection Services, LP ("Universal") (dba Allied Universal) on or about December

7 2016. Subsequent to the merger, Class Members that were employed by Defendant, at the time of

8 the merger, became employees of Universal. Universal has entered into a separate settlement from

9 which Class Members in this case will receive compensation for their post-merger shifts. The

10 Parties acknowledge and agree that Plaintiffs and Class Counsel's efforts were a contributing

11 factor in obtaining this compensation. Defendant agrees to provide Class Counsel with an estimate

12 of the amount of the additional compensation prior to the time for sending Notice to the Class.

13 2. The Parties further acknowledge and agree that Plaintiffs and Class Counsel's

14 efforts were a contributing factor in the change of policies and practices that protect Class

15 Members rights with respect to meal and rest breaks, and will protect future employees' rights.

16 E. Defendant's reasons for settlement.

17 Defendant has concluded that any further defense of this litigation would be protracted and

18 expensive for all Parties. Substantial amounts of time, energy and resources of Defendant have

19 been spent and, unless this Settlement is agreed to, will continue to be devoted to the defense of the

20 Claims asserted by the Class. Defendant has also taken into account the risks of further litigation in

21 reaching its decision. Defendant has, therefore, agreed to settle in the manner and upon the terms

22 set forth in this Agreement to put to rest the Claims as set forth in the Action.

23 As to the claims and allegations in this Action, including but not limited to, wage claims,

24 meal and rest period claims, overtime pay claims, minimum wage claims, claims for

25 uncompensated work time, wage statement claims, claims for waiting time penalties, and expense

26 reimbursement claims, Defendant and the Released Parties deny and continue to deny each of those

27 claims and contentions alleged by Named Plaintiff and the Class in the Action. Defendant has

28 repeatedly asserted and continues to assert defenses thereto, and have expressly denied and

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continue to deny any wrongdoing or legal liability arising out of any of the facts or conduct alleged

2 in the Action.

3 F. E!l11 Inv_~stigation.

4 Named Plaintiff and Plaintiffs Counsel have fully investigated the factual and legal bases

5 for the causes of action asserted against the Defendant in the Action.

6 HI. STIPULATION AND AGREEMENT -------·----·-·---------~ -----

7 A. Am~Jgment of Operative Claim.

8 Simultaneous with the filing of the preliminary motion for approval of class action

9 settlement, Plaintiff shall request leave to file a Second Amended Complaint that names

10 AlliedBarton Security Services LP as an additional defendant and includes the Released Claims

11 against Defendant, including those under the FLSA that overlap with the claims and issues in the

12 Original Action, including California state law class claims and FLSA collective claims for

13 minimum wages and overtime, as well class claims under California state law for meal and rest

14 periods, uncompensated or undercompensated work, wage statement violations, PAGA penalties,

15 and waiting time penalties. The Parties' assent to this Settlement is expressly conditioned upon the

16 Court approving the filing of the Second Amended Complaint, or other action by the Parties or

17 Court(s) that achieve the same Release. Defendant shall not be required to file any response to the

18 Second Amended Complaint.

19 B. Release as to All Class Members. ----- .

20 As of the Effective Date, the Class Members who do not opt-out, including the Named

21 Plaintiff, release the Released Parties from the Released Claims. The Class Members agree not to

22 sue or otherwise make a claim against any of the Released Parties for the Released Claims.

23 c. G~n~ral Release by Named f'Il:!Jlltiff~ecifi~ally.

24 In addition to the releases made by the Class Members as set forth herein, Named Plaintiff,

25 in his individual capacity and with respect to his individual claims only, agrees to release the

26 Released Parties from any and all claims, known and unknown, including but not limited to claims

27 arising from or related to his employment with Defendant or any Released Party, under federal,

28 state and/or local law, statute, ordinance, regulation, common law, or other source of law ("Named

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Plaintiffs Released Claims"). Named Plaintiff agrees to execute a separate individual Settlement

2 Agreement and General Release in a form that is mutually agreeable to the Parties. Named

3 Plaintiffs Released Claims include, but are not limited to, all claims arising from, could have been

4 asserted, or related in any way to the Action. Named Plaintiffs Released Claims include all claims

5 for unpaid wages, including failure to pay minimum wages, straight time wages, overtime wages,

6 double time wages, missed meal and rest period wages and premiums, and interest; payment for all

7 hours worked, including off the clock work; wage statements; failure to keep accurate records;

8 failure to reimburse for necessary business expenses; unfair business practices; penalties,

9 including, but not limited to, recordkeeping penalties, wage statement penalties, and waiting time

10 penalties; and attorneys' fees and expenses. Named Plaintiffs Released Claims include all such

11 claims arising under the California Labor Code (including, but not limited to, sections 201, 201.3,

12 202, 203, 204, 210, 216, 218.5, 218.6, 221, 222.5, 225.5, 226, 226.3, 226.7, 227.3, 246, 256, 432,

13 450, 510, 511, 512, 514, 516, 558, 1174, 1174.5, 1175, 1182.12, 1194, 1194.2, 1197, 1197.1,

14 1197.2, 1198, 1198.5, 1199, 2800, 2802, 2810.5 and 2698 et seq.); the Wage Orders of the

15 California Industrial Welfare Commission; California Business and Professions Code sections

16 17200, et seq.; the California common law of contract; the California Civil Code; the Fair Labor

17 Standards Act, 29 U.S.C. sections 201, et seq.; federal common law; the Private Attorneys General

18 Act, California Labor Code sections 2698, et seq.; and the Employee Retirement Income Security

19 Act, 29 U.S.C. sections 1001, et seq. Named Plaintiffs Released Claims also include all claims for

20 lost wages and benefits, emotional distress, retaliation, punitive damages, and attorneys' fees and

21 expenses arising under federal, state, or local laws for discrimination, harassment, and wrongful

22 termination, such as, by way of example only, (as amended) 42 U.S.C. section 1981, Title VII of

23 the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in

24 Employment Act, and the California Fair Employment and Housing Act; and the law of contract

25 and tort. This release excludes the release of claims not permitted by law.

26 Named Plaintiffs Released Claims include all claims, whether known or unknown. Even if

27 Named Plaintiff discovers facts in addition to or different from those that he now knows or believes

28 to be true with respect to the subject matter of Named Plaintiffs Released Claims, those claims

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will remain released and forever barred. Thus, Named Plaintiff expressly waives and relinquishes

2 the provisions, rights and benefits of section 1542 of the California Civil Code, which reads:

3 A general release does not extend to claims which the creditor does not know or suspect to

4 exist in his or her favor at the time of executing the release, which if known by him or her must

5 have materially affected his or her settlement with the debtor.

6 However, this Release does not preclude Plaintiff from participating as a class member in

7 any class action settlement regarding wage-and-hour issues arising under Plaintiff's employer

8 Universal Protection Service, LP.

9 D. Service Award to Named Plaintiff.

10 Subject to Court approval, in exchange for the release of all Released Claims, and for his

11 time and effort in bringing and prosecuting this matter, Named Plaintiff shall be paid up to a total

12 of $20,000, or such other distribution or lower amount as the Court may order. This payment is

13 expressly made in return for a General Release of all Claims of Named Plaintiff against the

14 Released Parties. Named Plaintiff agrees to execute a separate individual Settlement Agreement

15 and General Release for this payment in a form that is mutually agreeable to the Parties. This

16 Service Award shall be paid to the Named Plaintiff by the Claims Administrator no later than ten

17 (10) days after Defendant deliver the amount necessary to make the payments required by this

18 Stipulation to the Claims Administrator for deposit into the Qualified Settlement Fund. The Service

19 Award shall be made solely from the Qualified Settlement Fund. The Parties agree that a decision

20 by the Court to award Named Plaintiff an amount less than the amount stated above shall not be a

21 basis for Named Plaintiff or Class Counsel to void this Stipulation. The Claims Administrator shall

22 issue a Form 1099 - MISC, Box 3 for the incentive payment. Any amount awarded for a Service

23 Award to the Named Plaintiff less than $20,000 will result in the non-awarded funds being part of

24 the Net Class Settlement Fund available for distribution to the Class Members. The Named

25 Plaintiff shall be solely and legally responsible to pay any and all applicable taxes on this payment

26 and shall hold Defendant harmless from any claim or liability for taxes, penalties or interest arising

27 as a result of the payment. This time-and-effort and general release payment shall be in addition to

28 the Named Plaintiff's share of the Net Class Settlement Fund as a Participating Class Member.

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Defendant makes no representations as to the tax treatment or legal effect of the payments

2 called for herein, and Named Plaintiff is not relying on any statement or representation by

3 Defendant or its counsel in this regard. Named Plaintiff understands and agrees that Named

4 Plaintiff will be solely responsible for the payment of any taxes and penalties assessed on the

5 payments described herein. To the extent Plaintiff adds additional class and/or PAGA

6 representatives, the additional representatives may seek additional Service A wards not to exceed

7 $20,000 each, which Defendant shall not oppose.

8 E. Circular 230 Disclaimer. ~~·--·---~-----·------·--·-------~-

9 EACH PARTY TO THIS AGREEMENT (FOR PURPOSES OF THIS SECTION, THE

IO "ACKNOWLEDGING PARTY" AND EACH PARTY TO THIS AGREEMENT OTHER THAN

11 THE ACKNOWLEDGING PARTY, AN "OTHER PARTY") ACKNOWLEDGES AND

12 AGREES THAT (1) NO PROVISION OF THIS AGREEMENT, AND NO WRITTEN

13 COMMUNICATION OR DISCLOSURE BETWEEN OR AMONG THE PARTIES OR THEIR

14 ATTORNEYS AND OTHER ADVISERS, IS OR WAS INTENDED TO BE, NOR SHALL ANY

15 SUCH COMMUNICATION OR DISCLOSURE CONSTITUTE OR BE CONSTRUED OR BE

16 RELIED UPON AS, TAX ADVICE WITHIN THE MEANING OF UNITED STATES

17 TREASURY DEPARTMENT CIRCULAR 230 (31 CFR PART 10, AS AMENDED); (2) THE

18 ACKNOWLEDGING PARTY (A) HAS RELIED EXCLUSIVELY UPON HER OR ITS OWN,

19 INDEPENDENT LEGAL AND TAX COUNSEL FOR ADVICE (INCLUDING TAX ADVICE)

20 IN CONNECTION WITH THIS AGREEMENT, (B) HAS NOT ENTERED INTO THIS

21 AGREEMENT BASED UPON THE RECOMMENDATION OF ANY OTHER PARTY OR ANY

22 ATTORNEY OR ADVISOR TO ANY OTHER PARTY, AND (C) IS NOT ENTITLED TO

23 RELY UPON ANY COMMUNICATION OR DISCLOSURE BY ANY ATTORNEY OR

24 ADVISER TO ANY OTHER PARTY TO AVOID ANY TAX PENALTY THAT MAY BE

25 IMPOSED ON THE ACKNOWLEDGING PARTY; AND (3) NO ATTORNEY OR ADVISER

26 TO ANY OTHER PARTY HAS IMPOSED ANY LIMITATION THAT PROTECTS THE

27 CONFIDENTIALITY OF ANY SUCH ATTORNEY'S OR ADVISER'S TAX STRATEGIES

28 (REGARDLESS OF WHETHER SUCH LIMITATION IS LEGALLY BINDING) UPON

-15-


DISCLOSURE BY THE ACKNOWLEDGING PARTY OF THE TAX TREATMENT OR TAX

2 STRUCTURE OF ANY TRANSACTION, INCLUDING ANY TRANSACTION

3 CONTEMPLATED BY THIS AGREEMENT.

4 F. Creation of the Qualified Settlement Fund and Administration of the Settlement.

5 Within ten (I 0) calendar days after the Effective Date, Defendant shall deliver the amount

6 necessary to make the payments required by this Stipulation, into the Qualified Settlement Fund

7 created by the Claims Administrator. All payments that Defendant is required to make pursuant to

8 the Settlement Agreement shall be made from this Fund. Payments from the Qualified Settlement

9 Fund shall be made for: (1) the Service Award to the Named Plaintiff, as specified in this

10 Agreement and approved by the Court; (2) Attorneys' Fees and Cost Award paid to Class Counsel

11 or a Qualified Structured Settlement Fund at Class Counsel's direction, as specified in this

12 Agreement and approved by the Court; and (3) the amount allocated to the Labor and Workforce

13 Department Agency for its share of the PAGA penalties. The balance remaining shall constitute the

14 Net Class Settlement Fund from which Gross Individual Settlement Payments are available to be

15 made to the Class Members, less applicable taxes and costs of administration.

16 The parties acknowledge and agree that if the Court requires any modifications to the

17 allocation of payments towards the Gross or Net Settlement Funds, such modifications shall not

18 constitute a material change to the Settlement, and are not grounds to terminate the Settlement.

19 G. Attorneys' Fees and Cost Award.

20 Defendant agrees not to oppose or impede any application or motion by Class Counsel,

21 including any motion for reconsideration or appeal, for an Attorneys' Fees and Cost Award up to

22 35% of the Gross Settlement Amount, or $4,025,000, whichever is greater. Any amount awarded

23 less than $4,025,000 will result in the non-awarded amounts to be part of the Net Settlement Fund,

24 available for distribution to Class Members. So long as there are no objections, Class Counsel shall

25 be paid any Court-approved Attorneys' Fees and Cost Award no later than ten (10) calendar days

26 after Defendant delivers the Gross Settlement Amount to the Claims Administrator for deposit into

27 the Qualified Settlement Fund. If there are any objections, the payment shall be made no later than

28 ten (10) calendar days after the resolution of such objections. If there are any appeals filed, Class

-16-


Counsel shall have the right to seek any additional actual fees and costs incurred as a result of the

2 appeal, payable from the Gross Settlement Amount.

3 Class Counsel may elect to have the Court Approved Attorneys' Fees and Costs paid in

4 periodic payments through a structured settlement entered into prior to payment of any such fees

5 and costs to Class Counsel. The Settlement Administrator and Qualified Settlement Fund are

6 authorized to execute all documents necessary to effectuate a structured settlement. Class Counsel

7 shall be solely and legally responsible to pay all applicable taxes on the payment made pursuant to

8 this Paragraph. A Form 1099 - MISC, Box 14 shall be provided to the Qualified Settlement Fund

9 for any Attorneys' Fees and Costs directed to the Qualified Settlement Fund.

10 H. Claims Administrator.

11 The Claims Administrator shall be paid for the costs of administration of the Settlement

12 from the Net Settlement Amount, if approved by the Court. The estimate of such costs of

13 administration for the disbursement of the Gross Settlement Amount is no more than $150,000.

14 This estimate includes the required tax reporting on the Settlement amounts, including the issuing

15 of W-2 and 1099 Forms (if any), as well as calculation of employee withholding taxes and the

16 employer payroll taxes for Defendant to be remitted to the tax authorities. Ten (10) court days prior

17 to the Final Approval Hearing, the Claims Administrator shall provide to counsel for the Parties

18 with a statement detailing the costs of administration of the Gross Settlement Amount. A Form

19 1099 - MISC, Box 7 shall be issued to the Claims Administrator.

20 I. Preliminary Approval Hearing.

21 As part of this Settlement, the Parties agree to the following procedures for obtaining

22 preliminary Court approval of the Settlement, notifying Class Members, obtaining final Court

23 approval of the Settlement and processing the Individual Settlement Payments:

24 1. Named Plaintiff shall request a hearing before the Court to request preliminary

25 approval of the Settlement and to request the entry of the Preliminary Approval Order.

26 2. Named Plaintiff will request the Court to enter the Preliminary Approval Order,

27 preliminarily approving and conditionally certifying the class for Settlement purposes only, the

28 proposed Settlement and setting a date for a Final Approval Hearing.

-17-


3. In conjunction with this hearing, Named Plaintiff will submit this Stipulation and

2 Settlement of Class Action Agreement, which sets forth the terms of this Settlement Agreement,

3 and will include proposed forms of all notices and other documents as attached hereto necessary to

4 implement the Settlement. The Order shall provide for Notice of the Settlement and related matters

5 to be sent to Class Members as specified herein.

6 J. Settlement Administration/Management.

7 The Individual Settlement Payments shall be managed and administered as follows:

8 1. Defendant shall have no obligation to segregate the funds to be used for the Gross

9 Settlement Amount from other assets. Defendant will retain exclusive authority over, and

10 responsibility for, the funds comprising the Gross Settlement Amount until such time as payment is

11 due.

12 2. The Parties represent that they do not have any financial interest in the Claims

13 Administrator or otherwise have a relationship with the Claims Administrator that could create a

14 conflict of interest.

15 3. Defendant shall provide the Claims Administrator and Class Counsel with the Class

16 List and Data Report within fifteen (15) business days after Preliminary Approval of the

17 Settlement.

18 4. Within ten (10) calendar days of receipt of the Class List and Data Report, the

19 Claims Administrator shall mail the Notice Packet to each Class Member in accordance with the

20 procedures set forth herein. The Claims Administrator will, among other items, identify in the

21 Notice Packet each individual Class Member's workweeks during the Class Period and estimated

22 Individual Settlement Payment. The Claims Administrator shall mail a reminder postcard to all

23 Class Members that have not submitted a Claim Form within 14 days prior to the deadline to

24 submit a Claim Form.

25 5. Class Members must submit a timely and properly completed Claim Form in

26 compliance with the procedures set forth herein in order to receive Individual Settlement Payments.

27 6. Ten (10) calendar days after the Claim/Opt-out/Objection Deadline Date, the Claims

28 Administrator shall provide Defendant's Counsel and Class Counsel a report showing: (i) the

-18-


names and number of Class Members who have objected to the Settlement; (ii) the names of the

2 Class Members who are Participating Class Members (i.e., all Class Members who submit a timely

3 and properly completed Claim Form); (iii) the names of Class Members opting out of the

4 Settlement; (iv) copies of the submitted Request for Exclusion Forms; and (v) the amount owed to

5 each Participating Class Member.

6 7. The Parties agree to cooperate in the Settlement administration process and to make

7 all reasonable efforts to control and minimize the costs and expenses incurred in administration of

8 the Settlement.

9 8. The Claims Administrator shall be responsible for: printing and mailing the Notices

10 and Request for Exclusion Forms, as directed by the Court; receiving and reporting the opt-outs,

11 objections submitted by Class Members; mailing Individual Settlement Payments to Participating

12 Class Members; and other tasks as the Parties mutually agree or the Court orders the Claims

13 Administrator to perform. The Claims Administrator shall keep Defendant's Counsel and

14 Plaintiffs Counsel timely apprised of the performance of all Claims Administrator responsibilities.

15 9. The Claims Administrator, on Defendant's behalf, shall have the authority and

16 obligation to make payments, credits and disbursements, including payments and credits in the

17 manner set forth herein, to Participating Class Members calculated in accordance with the

18 methodology set out in this Agreement and orders of the Court.

19 10. Any tax return filing required by this Agreement shall be made by the Claims

20 Administrator. Any expenses incurred in connection with such filing shall be a cost of

21 administration of the Settlement.

22 11. No person shall have any claim against Defendant or Defendant's Counsel, the

23 Released Parties, the Named Plaintiff, Class Members, the Class, Class Counsel or the Claims

24 Administrator based on distributions and payments made in accordance with this Agreement.

25 K. Calculation of Individual Settlement Payments.

26 The Gross Individual Settlement Payment for each Participating Class Member shall be

27 determined as follows:

28 1. Upon receipt of the Data Report after Preliminary Approval, the Claims

-19-


Administrator shall calculate each Class Member's Preliminary Individual Settlement Amount

2 based on the percentage of total workweeks within the Class Period actually worked by the Class

3 Member multiplied by the amount of the Net Settlement Amount.

4 2. If the Court's approval of any of the sums to be deducted in arriving at the Net Class

5 Settlement Fund is different than the figures used by the Claims Administrator in computing the

6 Gross Individual Settlement Payment initially for purposes of sending the Claim Form, the Claims

7 Administrator shall use the finally approved sums for re-computing the Net Class Settlement Fund

8 and the Gross Individual Settlement Payments.

9 3. Because the Net Class Settlement Fund will not be finally determined until the

10 Court grants final approval of this Stipulation, the Parties agree that the Claims Administrator shall

11 use the following sums in calculating the estimated Net Settlement Fund for purposes of obtaining

12 the information needed to be included on the Claim Forms:

13

14

15

16

17

18

19 4.

(a)

(b)

(c)

the sum of $4,025,000 as attorneys' fees and costs to Class Counsel;

the $20,000 Service Award or any other amount preliminarily approved by

the Court in the Preliminary Approval Order; and

the sum of $75,000 for the PAGA Payment to the California Labor and

Workforce Development Agency or any other amount preliminarily

approved by the Court in the Preliminary Approval Order.

The Claims Administrator shall provide initial calculations of the Gross Individual

20 Settlement Payment for each Participating Class Member to Class Counsel and Defendant's

21 Counsel prior to preparation of the Claim Form and mailing thereof to the Class. Class Counsel and

22 Defendant's Counsel shall review the computations to ensure that they are consistent with the

23 terms of the Joint Stipulation. If any dispute exists between the Parties as to whether or not the

24 Gross Individual Settlement Payments have been calculated consistent with the Joint Stipulation,

25 Class Counsel and Defendant's Counsel shall seek to resolve any and all disputes in an informal

26 fashion between themselves or, if they are unable, they shall submit the unresolved disputes to the

27 Court.

28 The Gross Individual Settlement Payment for each Participating Class Member and

-20-


calculations supporting same shall be provided to Class Counsel and Defendant's Counsel within

2 fifteen ( 15) calendar days after the Claims Deadline. This report shall also certify what Claim

3 Forms were timely and completely filed.

4 L. Minimum Distribution.

5 The amount actually distributed to the Participating Class Members shall equal at least 60%

6 of the Net Class Settlement Fund. If the total Individual Settlement Payments claimed by

7 Participating Class Members and the employer's payroll taxes would equal less than 60% of the

8 Net Class Settlement Fund, the Claims Administrator shall proportionately increase the Individual

9 Settlement Payment for each Participating Class Member to ensure that the total of all Individual

10 Settlement Payments combined equals 60% of the Net Class Settlement Fund. Any unclaimed

11 amounts above 60% of the Net Class Settlement Fund shall remain the exclusive property of

12 Defendants.

13 M. Tax Allocation.

14 The Gross Individual Settlement Payment to each Participating Class Member shall be

15 allocated as follows: 33% shall be attributed to penalties, to be reported on a 1099 Form; 33% shall

16 be attributed and interest, to be reported on a 1099 Form; and 33% shall be attributed to wages

17 ("Wage Component"), to be reported on a W-2 Form.

18 The Gross Individual Settlement Payments will be reduced by any required legal deductions

19 for each Class Member. All standard employee payroll deductions will be made for state and

20 federal withholding taxes, including any other applicable payroll deductions owed by the

21 Participating Class Members as a result of the Wage Component, resulting in a "Net Wage

22 Component." The Claims Administrator will issue a check and W-2 Form to each Class Member

23 for the Wage Component.

24 No withholding shall be made on the interest and penalty portions of the Gross Individual

25 Settlement Payment. The Claims Administrator will issue a second check and IRS Form 1099 for

26 the remaining interest component and a third check and IRS Form 1099 for the remaining penalty

27 component.

28 The Claims Administrator shall be responsible for issuing the payments and calculating and

-21-


withholding all required state and federal taxes.

2 The Claims Administrator shall determine the eligibility for, and the amounts of, any

3 Individual Settlement Payments under the terms of this Settlement Agreement. Any disputes not

4 resolved by the Claims Administrator concerning the administration of the Settlement will be

5 resolved by the Court, under the laws of the State of California. Prior to any such involvement of

6 the Court, counsel for the Parties will confer in good faith to resolve the dispute without the

7 necessity of involving the Court.

8 IV. NOTICE TO CLASS MEMBERS.

9 Notice of the Settlement shall be provided to all Class Members usmg the following

10 procedures:

11 A.

12 Within ten (10) calendar days after receipt of the Class List and Data, the Claims

13 Administrator shall mail the Notice Packet to the Class Members via first-class regular U.S. mail.

14 Prior to mailing, the Claims Administrator will perform a search based on the National Change of

15 Address Database, or other Skip Tracing methods if appropriate, to update and correct for any

16 known or identifiable address changes. If a new address is obtained by way of a returned Notice

17 Packet, then the Claims Administrator shall promptly forward the original Notice Packet to the

18 updated address via first-class regular U.S. mail.

19 The Parties shall confer regarding additional methods of Notice to Class Members and

20 submit a proposal to the Court in conjunction with the preliminary approval motion.

21 B.

22 Class Members will have forty-five (45) calendar days from the mailing of the Notice

23 Packet to opt out of the Settlement, or object to the Settlement and/or, submit a Claim Form.

24 c.

25 The Claims Administrator shall mail a reminder ("Reminder") to all Class Members who

26 have not returned a Claim Form within 30 days from the mailing of the Notice Packet. The parties

27 will submit a mock up with the preliminary approval motion for Court approval.

28

-22-


D. Procedure for Undeliverable Notices. -· -- - .

2 Any Notice Packets returned to the Claims Administrator as non-delivered on or before the

3 Claims/Opt-Out/Objection Deadline Date shall be sent to the forwarding address affixed thereto

4 within five (5) business days. If no forwarding address is provided, then the Claims Administrator

5 shall promptly attempt to determine a correct address using a single skip-trace, computer or other

6 search using the name, address and/or Social Security number of the individual involved, and shall

7 then perform a single re-mailing within five (5) business days. In the event the procedures in this

8 paragraph are followed and the intended recipient of a Notice Packet still does not receive the

9 Notice Packet, the Class Member shall be bound by all terms of the Settlement and any Final

10 Judgment. If the intended recipient of an undeliverable Notice Packet self identifies himself or

11 herself to either Party or the Claims Administrator before the final approval hearing, if practicable,

12 the Parties will give that person an opportunity to submit a Claim Form. The Claims Administrator

13 shall not re-mail any Reminders returned as undeliverable.

14 E. Procedure (()J~ Objecting to th~ __ !:=_lass Action Settlem_~!tt.

15 The Notice shall provide that those Class Members who wish to object to the Settlement

16 must mail or fax a written statement of objection ("Notice of Objection") to the Claims

17 Administrator no later than the Claims/Opt-Out/Objection Deadline Date. The postmark date or fax

18 timestamp shall be deemed the exclusive means for determining if a Notice of Objection is timely.

19 The Notice of Objection must contain a statement of the Class Member's objections, a statement

20 advising whether the objecting Class Member plans to appear at the Settlement Fairness Hearing

21 and any legal briefs, papers or memoranda the objecting Class Member proposes to submit to the

22 Court. Class Members who fail to make objections in the manner specified above shall be deemed

23 to have waived any objections and shall be foreclosed from making any objection (whether by

24 appeal or otherwise) to the Settlement Agreement. The Claims Administrator shall provide counsel

25 for the Parties with complete copies of all objections received, including the postmark dates or fax

26 timestamps for each objection, within five (5) business days of receipt. Plaintiff's Counsel will

27 provide copies of any objections and supporting documents to the Court at least 10 days before the

28 Settlement Fairness Hearing. Class Members who submit a timely Notice of Objection, as specified

-23-


1 above, will have a right to appear at the Settlement Fairness Hearing m order to have their

2 objections heard by the Court.

3 F.

4 The Notice shall provide that those Class Members who wish to opt out of the Settlement

5 must mail or fax a completed Request for Exclusion Form to the Claims Administrator no later

6 than the Claims/Opt-Out/Objection Deadline Date. Any Class Member who submits a valid and

7 timely Request for Exclusion Form shall no longer be a member of the Class, shall be barred from

8 participating in this Settlement, shall be barred from objecting to this Settlement and shall receive

9 no benefit from this Settlement. Any Class Member who does not submit a valid and timely

10 Request for Exclusion Form shall be bound by the terms and conditions of this Settlement, to

11 include the Released Claims. Plaintiffs Counsel will provide copies of Request for Exclusion to

12 the Court at least 10 days before the Settlement Fairness Hearing.

13 G. Procedure_for Resolving Conf1icting_~1=1Jm1ission of Claim. Form and Request for

14 Exclusion Form.

15 Class Members who submit a Claim Form and a Request for Exclusion Form will be

16 deemed to want to participate in the settlement. The Claim Form will control and the Request for

17 Exclusion Form will be deemed void.

18 H. No Solicitation of S_~W_ement Objections or Opt-Ou_t~ ....

19 The Parties agree to use their best efforts to carry out the terms of this Settlement. At no

20 time shall any of the Parties or their counsel seek to solicit or otherwise encourage or influence

21 Class Members to submit written objections to the Settlement, to opt-out of the Settlement or to

22 appeal from the Final Approval Order.

23 I. PrQcedure for Submission of _(::_taitn Form.

24 The procedure for payment to Class Members of Individual Settlement Payments is as

25 follows:

26 1. Class Members may only receive an Individual Settlement Payment if they timely

27 and validly submit a Claim Form, or submit a Claim Form consistent with the cure provisions for

28 defective claims set forth below and, in so doing, become Participating Class Members. To be

-24-


valid, the Claim Form must be completed and either mailed, faxed or submitted online to the

2 Claims Administrator, postmarked or time-stamped on or before the Claims/Opt-Out/Objection

3 Deadline Date.

4 2. Class Members shall be given an opportunity to dispute the workweeks shown on

5 their Class Notice. Any such dispute must be indicated on the Claim Form and either mailed, faxed

6 or submitted online to the Claims Administrator, postmarked or time-stamped on or before the

7 Claims/Opt-Out/Objection Deadline Date. The Claims Administrator shall send the dispute

8 information to Defendant's counsel and Class Counsel within five (5) business days of receiving

9 the dispute. Defendant shall review its records and submit any additional supporting information to

10 the Claims Administrator within five (5) business days of receiving the dispute. The Claims

11 Administrator shall then make the final binding decision regarding the gross earnings.

12 3. The Claim Form shall include instructions on how to submit the form, and shall

13 notify Class Members of the Claims/Opt-Out/Objection Deadline Date. The date of the postmark

14 on the return envelope or the fax time-stamp or online submission time-stamped shall be the

15 exclusive means used to determine whether a Claim Form has "timely" been returned on or before

16 the Claims/Opt-Out/Objection Deadline Date. Claim Forms received by the Claims Administrator

17 that have been postmarked or time-stamped after the Claims/Opt-Out/Objection Deadline Date

18 shall be paid only if they are otherwise valid and if the Parties so agree.

19 4. If a Claim Form is defective, the Class Member shall be given an opportunity to

20 cure the defect(s). Any such Claim Form shall be returned to the Class Member after no later than

21 five (5) business days, with a letter ("Cure Letter") advising that the claim is defective and must be

22 cured to become valid and providing information regarding the defect(s). The Cure Letter shall

23 state that the Class Member has fifteen ( 15) days from the date of the mailing of the Cure Letter or

24 until the submission deadline, whichever date is later, to postmark or fax a revised claim. If the

25 revised Claim Form is not postmarked or faxed within the allotted time period, it shall be deemed

26 untimely and shall be paid only if it is otherwise valid and as the Parties so agree. If a Class

27 Member responds to a Cure Letter by filing a second defective claim, then the Claims

28 Administrator shall call or attempt to contact the Class Member to cure the defect. If a Class

-25-


1 Member still does not cure the defect, then the Claims Administrator will have no further

2 obligation to give additional notice of a need to cure. Such defective claims will be considered

3 invalid and Class Members will have no right to cure them.

4 5. Class Members who do not opt-out and who do not submit a valid and timely Claim

5 Form will not receive an Individual Settlement Payment; however, such persons shall nonetheless

6 be bound by all terms of the Settlement and any Final Judgment entered in these Actions if the

7 Settlement is approved by the Court.

8 J.

9 The procedure for payment to Class Members of Individual Settlement Payments is as

10 follows:

11 1. Class Members will receive an Individual Settlement Payment if they timely submit

12 a valid Claim Form.

13 2. Individual Settlement Payments for Class Members shall be paid pursuant to the

14 Settlement formula set forth herein and shall be mailed within ten (10) calendar days after

15 Defendant deliver the Gross Settlement Amount to the Claims Administrator for deposit into the

16 Qualified Settlement Fund.

17 3. Should any question anse regarding the determination of eligibility for, or the

18 amounts of, any Individual Settlement Payment under the terms of this Agreement, Class Counsel

19 and Defendant's Counsel shall meet and confer in an attempt to reach agreement. If they cannot

20 agree, the Claims Administrator shall make the final determination, and that determination shall be

21 conclusive, final and binding on all Parties, including all Class Members.

22 4. If a mailed Individual Settlement Payment is not cashed within 180 days of the date

23 printed on the check, the check shall be cancelled and the corresponding amount shall escheat to

24 the State of California in the name and for the benefit of the individual Class Member.

25 K. Certification by Claims Administrator_~

26 Upon completion of administration of the distributions, the Claims Administrator shall

27 provide written certification of such completion to counsel for all Parties.

28

-26-


1 L. Final Settlement Approval Heari!_!g and Entry of Finl!I Judgment.

2 Upon expiration of the Claims/Opt-Out/Objection Deadline Date, a Final Approval Hearing

3 shall be conducted to determine final approval of the Settlement along with the amount properly

4 payable for: (i) reasonable attorneys' fees and costs, (ii) the Service Award, and (iii) cost of

5 administration. After entry of the Final Judgment, the Court shall have continuing jurisdiction

6 solely for purposes of addressing: (i) the interpretation and enforcement of the terms of the

7 Settlement, (ii) Settlement administration matters, and (iii) such post-Final Judgment matters as

8 may be appropriate under the applicable arbitration rules or as set forth in this Agreement.

9 V. ADDITIONAL PROVISIONS. ·-·- ---··-

10 A.

11 If five percent (5%) or more of the Class Members opt-out of the Settlement, Defendant, in

12 their sole discretion, shall have the option of nullifying the Agreement. To exercise this option,

13 Defendant must notify Class Counsel in writing within five (5) business days after the Claims/Opt-

14 Out/Objection Deadline Date. In such a case, the Parties and any funds to be awarded under this

15 Settlement shall be returned to their respective statuses as of the date and time immediately prior to

16 the execution of this Agreement, and the Parties shall proceed in all respects as if this Settlement

17 Agreement had not been executed, except that any fees already incurred by the Claims

18 Administrator shall be paid by Defendant.

19 B. Modification of Settlement Agree,!!!~!lJ~

20 If the Court does not approve the Settlement as provided herein; and enter a Final Judgment

21 as provided herein, which becomes final as a result of the occurrence of the Effective Date; or the

22 Settlement does not become final for any other reason, the Parties agree that they will meet and

23 confer in good faith to negotiate the modifications to the Settlement Agreement necessary to obtain

24 court approval and a Final Judgment that preserves this Settlement. To the extent the Parties cannot

25 agree on the necessary modifications, they agree to present any remaining issues to Steve Serratore

26 (or another mutually agreed up mediator) for a mediator's proposal. To the extent the Parties still

27 cannot agree on the modifications, the Parties agree that the Court can modify the terms to preserve

28 the Settlement.

-27-


1 Nothing in this paragraph shall be interpreted to allow a mediator, or the Court to increase

2 the maximum Gross Settlement Amount of $11,500,000.However, the parties acknowledge and

3 agree that if the Court requires any modifications to the allocation of payments towards the Gross

4 or Net Settlement Funds, such modifications shall not constitute a material change to the

5 Settlement, and are not grounds to terminate the Settlement.

6 c. E_:µJ~lifity/Non-Disclosure.

7 Neither the Named Plaintiff nor Plaintiffs Counsel shall make any statements regarding the

8 Settlement, whether oral, written or otherwise, to any person or entity other than the Mediator, the

9 Claims Administrator, Defendant's Counsel, Class Members, or counsel for

l 0 plaintiffs/Plaintiffs/claimants in other matters pending or contemplated against Defendant until

11 after Preliminary Approval. The Named Plaintiff shall be informed that the Settlement is

12 confidential and shall be advised to keep the Settlement confidential. From and after preliminary

13 approval of the Settlement, the Named Plaintiff and Class Counsel may, (i) as required by law, (ii)

14 as required under the terms of the Settlement, or (iii) as required under counsel's duties and

15 responsibilities as Class Counsel, comment regarding the specific terms of the Settlement. In all

16 other cases, Named Plaintiff and Class Counsel agree to limit their statements regarding the terms

17 of the Settlement, whether oral, written or electronic, to say "the case has been resolved." This

18 settlement shall not be advertised or mentioned on any source, including Class Counsels' personal

19 or firm website(s).

20 D. Dispute Res()luti_Qn.

21 Except as otherwise set forth herein, all disputes concerning the interpretation, calculation

22 or payment of Settlement claims, or other disputes regarding compliance with this Agreement shall

23 be resolved as follows:

24 1. If the Named Plaintiff, or Class Counsel, on behalf of the Named Plaintiff or any

25 Class Member, or Defendant's Counsel, on behalf of Defendant, at any time believes that the other

26 Party has breached or acted contrary to the Agreement, that Party shall notify the other Party in

27 writing of the alleged dispute or violation.

28 2. Upon receiving notice of the alleged violation or dispute, the responding Party shall

-28-


have five (5) calendar days to correct the alleged violation and/or respond to the initiating Party

2 with the reasons why the party disputes all or part of the allegation.

3 3. If the response does not address the alleged dispute or violation to the initiating

4 Party's satisfaction, the Parties shall negotiate in good faith for up to five (5) calendar days to

5 resolve their differences.

6 4. If Class Counsel and Defendant's Counsel are unable to resolve their differences

7 after ten (I 0) calendar days, either Party may file an appropriate motion for enforcement with

8 either Mediator, or the Court.

9 E. No Retaliation.

10 Defendant shall not take any adverse action against any Class Member because of the

11 Action or because of the existence of, and/or participation in, the Settlement, or because they

12 choose to benefit from the Settlement or to object to the Settlement. Defendant shall not take action

13 to discourage Class Members from participating in the Settlement.

14 F. Exhibits and_H ea dings.

15 The terms of this Agreement include the terms set forth in any attached forms of exhibits,

16 which are incorporated by this reference as though fully set forth herein. The descriptive headings

17 of any paragraphs or sections of this Agreement are inserted for convenience of reference only and

18 do not constitute a part of this Agreement.

19 G. Interim Stay of Proceeqings.

20 The Parties agree to the Court staying and holding all proceedings in the Action in

21 abeyance pending the Settlement Hearing to be conducted by the Court, except such proceedings

22 necessary to implement and complete the Settlement.

23 H. Amendment or Modification.

24 This Agreement may be amended or modified only by a written instrument signed by

25 counsel for all Parties or their successors-in-interest, or as ordered by the Court. This Agreement

26 replaces and supersedes the prior settlement and release reached by the Parties.

27 I. E_tJ_tire Agreem~!lt.

28 This Agreement and any attached forms of exhibits constitute the entire agreement among

-29-


1 these Parties, and no oral or written representations, warranties or inducements have been made to

2 any Party concerning this Agreement or its forms of exhibits other than the representations,

3 warranties and covenants contained and memorialized in such documents.

4 J. Authorization to Enter into Settl~ment Agreement

5 Counsel for all Parties warrant and represent that they are expressly authorized by the

6 Parties whom they represent to negotiate this Agreement and to take all appropriate action required

7 or permitted to be taken by such Parties pursuant to this Agreement to effectuate its terms and to

8 execute any other documents required to effectuate the terms of this Agreement. The Parties and

9 their counsel will cooperate with each other and use their best efforts to effect the implementation

10 of the Settlement. If the Parties are unable to reach agreement on the form or content of any

11 document needed to implement the Settlement, or on any supplemental provisions that may

12 become necessary to effectuate the terms of this Settlement, the Parties may seek the assistance of

13 either mediator or the Court to resolve such disagreement. The person(s) signing this Agreement on

14 behalf of Defendant represents and warrant that he/she/they are authorized to sign this Agreement

15 on Defendant's behalf.

16 K. ~J11_<!!_11_gg_11_~_l!fs_essors and Assigns.

17 This Agreement shall be binding upon, and inure to the benefit of, the successors or assigns

18 of the Parties hereto, as previously defined.

19 L. California Law Governs.

20 All terms of this Agreement and the exhibits hereto shall be governed by and interpreted

21 according to the laws of the State of California.

22 M. Counterparts.

23 This Agreement may be executed in one or more counterparts. All executed counterparts

24 and each of them shall be deemed to be one and the same instrument, provided that counsel for the

25 Parties to this Agreement shall exchange among themselves original signed counterparts.

26

27

28

-30-


1 N. This Settlement Is Fair, Adequate and Reasonable~

2 The Parties believe this Settlement is a fair, adequate and reasonable Settle ent of this

3 Action and have arrived at this Settlement after extensive arms-length negotiations taking into

4 account all relevant factors, present and potential.

5 o. Jurisdiction of the Court.

6 The Court shall retain jurisdiction with respect to the interpretation, imple tentation and

7 enforcement of the tenns of this Agreement an.d all orders and judgments entered n connection

8 therewith, and the Parties and their counsel hereto submit to the jurisdiction of e Court for

9 purposes of interpretingi implementing and enforcing the Settlement embodied in ·s Agreement

10 and all orders and judgments entered in connection therewith.

11 P. Cooperation and Drafting.

12 Each of the Parties has cooperated in the drafting and preparation of this A reement, and,

13 therefore, in any construction made to this· Agreement, the same shall not be constru d against any

14 of the Parties.

15 Q. Invalidity of Any Provision.

16 Before declaring any provision of this Agreement invalid, the Court shall rst attempt to

17 construe the provisions valid to the fullest extent possible consistent with applicabl precedents so

18 as to define all provisions of this Agreement valid and enforceable.

19 R.

20

Named PlaintifPs Waiver of Right to be Exclude id and Object.

The Named Plaintiff agrees to sign this Agreement, and by signing this Agre ment is bound

21

22

23

24

25

26

27

28

by the terms herein stated, and further agrees not to opt oti.t of the Agreement or to bject to any of

the tenns of this Agreement. Non-compliance by the Nar::1ed Plaintiff with this par graph shall be

void and of no force or effect. Any such objection shall th0refore be void and of no orce or effect.

Dated: Oet ZC, 2017 PLAINTlF & CLASS REPRESENTATIVE

By:fl-3.~ ,/ David Janata

On Behalf of Himself and the Class

-31-

STIPULATION AND SETTLEMENT OF CLASS, COLLECTIVE, AND REPRESENT A Tl · E CLAIMS

DEFENDANT

Steve Jones

CEO, Al a Universal Security Services for Defendant ALLIEDBARTON SECURITY SERVICES LP

lJ.~N 'r'/ SCQV'l(

CAROTHERS DISANTE & FREUDENBERGER LLP

( .. ~··. / !; ,,., .~ /

By: Jeremy T. Naftel

Attorneys for Defendant ALLIEDBARTON SECURITY SERVICES LP,

AMARTIN LAW, PC

By: Alisa A. Martin

Attorneys for Plaintiff and the Class DAVIDJANATA

PATTERSON LAW GROUP, APC

By:

Attorneys for Plaintiff and the Class DAVID JANATA

STIPULATION AND SETTLEMENT OF CLASS, COLLECTIVE, AND REl'RESENTATIVE CLAIMS

EXHIBIT 1

NOTICE

1

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO, CENTRAL DIVISION

DAVID JANATA, on behalf of himself and all others similarly situated, and TERRI BROWN Plaintiffs, vs. ALLIEDBARTON SECURITY SERVICES, LLC, and DOES 1-100, inclusive, Defendant.

Case No. 37-2013-00030693-CU-OE-CTL Assigned for All Purposes To: Judge: Kenneth J. Medel Dept: C-66 NOTICE OF SETTLEMENT OF CLASS, COLLECTIVE, AND REPRESENTATIVE CLAIMS

If you worked for AlliedBarton Security Services as a non-exempt security guard in California at any time between January 9, 2015 and December 31, 2016, or opted out of the class action settlement titled, Gregory Dynabursky et al. v. AlliedBarton Security Services LP et al., case number 8:12-cv-0221, in the U.S. District Court for the Central District of California, then you may be entitled to a cash payment under this Settlement.

If you received this Notice, then you most likely are entitled to a cash payment.

A California Superior Court Judge for the County of San Diego has authorized this notice. This is not a solicitation from a lawyer.

If you are a member of the class, you will be bound by this Settlement and your rights will be affected by this litigation unless you exclude yourself from the class as explained below. PLEASE

READ THIS NOTICE CAREFULLY.

A former AlliedBarton employee initiated a lawsuit in the Superior Court of California for the County of San Diego asserting that AlliedBarton violated California and federal law regarding the payment of wages and other wage and hour issues.

AlliedBarton denies these allegations. The Court has not decided the merits of these claims.

To avoid further litigation expenses, AlliedBarton agreed to a class, collective and

2

representative settlement. This Notice explains your rights under this Settlement.

Your legal rights are affected by this Settlement and you have a choice to make now:

SUMMARY OF WHAT TO DO

FILE A CLAIM

Your estimated portion of the settlement is $_______________.

To receive your estimated portion, you must file a Claim Form, that is included with this Notice, by _________________. [to be filled in by KCC based on actual mailing date of Notice].

If you file a claim, you give up your right to sue AlliedBarton for the claims released by this Settlement.

DO NOTHING

If you do nothing and the Court orders final approval of the Settlement and such Order is confirmed by the Superior Court, you will not receive any money, and you will also give up your rights to file your own lawsuit for claims released by this Settlement.

ASK TO BE EXCLUDED

This will remove you from the Class and you will receive no settlement money. But you will keep your rights to sue AlliedBarton separately for the same legal claims in this lawsuit.

OBJECT If you don’t like the Settlement, you can file an Objection with the Court and explain why so.

These rights and options—and the deadlines to exercise them—are explained below.

Any questions? Read on.

TABLE OF CONTENTS

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

1. Why did I get this notice package? ............................................................................................. 3 2. What is this lawsuit about? ........................................................................................................ 4 3. Why is there a settlement? ........................................................................................................ 4

3

THE SETTLEMENT BENEFITS—WHAT YOU GET ................................................................. 4

4. What does the settlement provide? .......................................................................................... 4 5. What claims am I releasing as part of this lawsuit? ................................................................... 4 6. How is my estimated payment determined? ............................................................................. 6 7. Is the settlement fair? ................................................................................................................ 6 8. Can AlliedBarton or its successor Allied Universal retaliate against me? .................................. 7

YOUR RIGHTS AND OPTIONS ....................................................................................... 7

9. How do I receive money from the settlement? ......................................................................... 7 10. What happens if I do nothing at all? .......................................................................................... 8 11. How do I exclude myself from the settlement? ......................................................................... 8 12. May I object to the settlement? ................................................................................................. 8

THE LAWYERS REPRESENTING YOU ............................................................................... 9

13. Do I have a lawyer in this case? .................................................................................................. 9 14. How will the lawyers be paid? .................................................................................................... 9

FINAL APPROVAL OF THE SETTLEMENT ........................................................................ 10

15. What is the effect of Final Approval of the Settlement? ......................................................... 10

GETTING MORE INFORMATION ................................................................................. 10

16. How do I get more information? .............................................................................................. 10

BASIC INFORMATION

1. Why did I get this notice package?

This Notice explains the nature of this lawsuit, as well as a proposed settlement of this lawsuit, and informs you of your legal rights under that proposed settlement. You are receiving this Notice because you may be a member of the Class. The Court has conditionally certified a Class comprised of: All persons formerly employed by AlliedBarton Security Services LP as hourly, non-exempt security guards in California at any time between January 9, 2015 and December 31, 2016, and also including all persons formerly employed by AlliedBarton Security Services LP at any time between January 17, 2009 and January 9, 2015, who opted out of the class action settlement titled, Gregory Dynabursky et al. v. AlliedBarton Security Services LP et al., case number 8:12-cv-0221, in the U.S. District Court for the Central

4

District of California.

2. What is this lawsuit about?

Plaintiff David Janata and Brown allege that AlliedBarton violated California law primarily by failing to provide meal and rest breaks and by failing to pay all wages owed (primarily by requiring guards to engage in off-the-clock work through various means). This Action seeks recovery of unpaid wages, restitution, injunctive relief, statutory penalties, attorneys’ fees and costs, and civil penalties under California’s Private Attorneys General Act.

AlliedBarton denies all allegations and all wrongdoing, and maintains that it has paid all of its non-exempt security guards in compliance with applicable laws. AlliedBarton notes that this Settlement was established specifically to avoid the cost of proceeding with litigation and does not constitute an admission of liability. The Court has not ruled on the merits of the claims.

3. Why is there a settlement?

Instead of going to trial, both sides agreed to a settlement to avoid the costs and risks of a trial. This will allow the affected employees (who do not exclude themselves from the Settlement) to receive compensation. The Representatives and the attorneys think the Settlement is in the best interest of all Class Members.

THE SETTLEMENT BENEFITS—WHAT YOU GET

4. What does the settlement provide?

AlliedBarton will pay up to a maximum of $11,500,000 (“Total Settlement Amount”) to end this lawsuit.

Class Members who submit timely and valid claims forms will receive a portion of the Net Settlement Amount, which is the $11,500,000 less payments of: (1) the amount payable to Janata and Brown as incentive awards of up to $20,000 each as approved by the Court; (2) up to $4,025,000 as attorneys’ fees and costs to Class Counsel as approved by the Court; (4) the Administrative Expenses of up to $150,000 as approved by the Court; and (5) the $75,000 payment to the California Labor & Workforce Development Agency.

5. What claims am I releasing as part of this lawsuit?

If you do not exclude yourself from the Settlement, you will be bound by the Released Claims in this Settlement. This release is limited to the wage and hour claims arising from the facts

5

and claims asserted in the Action and/or the claims that could have been asserted based on the facts ascertained or alleged in the Action.

Released Claims:

The Class Members shall fully and finally release and discharge the Released Parties, defined below, of any and all Claims, wage and hour claims, rights, demands, liabilities and causes of action of any nature or description arising during the Class Period through the date this Settlement is preliminarily approved by the Court, and arising from the facts and claims asserted in the Second Amended Complaint in this Action and/or any claims that could have been asserted based on the facts ascertained or alleged in the Action against Defendant, including without limitation, claims for statutory, constitutional, contractual or common law claims for wages, meal and rest period premiums, damages, unpaid costs, penalties, liquidated damages, interest, attorneys’ fees, litigation costs, restitution, equitable relief or other relief under Business & Professions Code § 17200, et seq., based on the following categories: (a) any and all claims involving any alleged failure to pay the minimum wages required by state or federal law; (b) any and all claims arising under state or federal law involving any alleged failure to pay employees for all hours worked, including but not limited to any claim for minimum, straight time, overtime, or double-time wages; (c) any and all claims arising under state or federal law involving any alleged failure to pay overtime wages, including but not limited to any claim involving “off the clock” work, any claim involving the Companies’ workday or workweek or rounding, and any claim involving failure to include compensation of any kind in the “regular rate” of pay, excluding anything associated with unreimbursed business expenses; (d) any and all claims arising under state or federal law involving any alleged failure to properly provide meal periods and/or authorize and permit rest periods, to pay premiums for missed, late, short or interrupted meal and/or rest periods, or to pay such premiums at the regular rate of compensation required by Labor Code § 226.7; (e) any and all claims involving any alleged failure to keep accurate records or to issue proper wage statements to employees; (f) any and all claims involving any alleged failure to timely pay wages, including but not limited to any claim that the Companies violated Labor Code §§ 201 or 202, and any claim for waiting time penalties under Labor Code § 203; (g) any and all claims for unfair business practices in violation of Business and Professions Code sections 17200, et seq.; and (h) any and all penalties pursuant to the Private Attorneys General Act (“PAGA”). The Released Claims include all such claims arising under the California Labor Code (including, but not limited to, sections 201, 201.3, 202, 203, 204, 210, 216, 218.5, 218.6, 221, 222.5, 225.5, 226, 226.3, 226.7, 256, 510, 511, 512, 514, 558, 1174, 1174.5, 1175, 1182.12, 1194, 1194.2, 1197, 1197.1, 1197.2, 1198, 1198.5, 1199, 2698, and 2699 et seq.); the Wage Orders of the California Industrial Welfare Commission; Cal. Code Regs §11040; California Business and Professions Code section 17200 et seq.; California Civil Code §§3336 and 3294; the California common law of contract; the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; and federal common law. Participating Class Members who submit an executed Claim Form expressly waive and release any Fair Labor Standards Act (“FLSA”) claims, whether known or unknown, arising during the Class Period and reasonably related to the claims and allegations in the Action. This release excludes the release of claims not permitted by law.

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Claims Excluded From the Release:

This release excludes the release of claims not permitted by law, including workers’ compensation, personal injury or discrimination claims. The release also excludes any and all claims involving any alleged failure to reimburse for necessary business expenses under Labor Code §§2800 or 2802, including but not limited to any claim that AlliedBarton failed to provide and/or reimburse for uniform items and uniform maintenance, mileage, use of personal cell phones, weapons or other gear.

Moreover, this release excludes any wage and hour claims you may have against AlliedBarton or its successor Allied Universal after December 31, 2016.

“Released Parties” means:

Respondent, and all of its past, present and future agents, employees, servants, officers, directors, partners, trustees, representatives, shareholders, stockholders, attorneys, parents, subsidiaries, equity sponsors, related corporations and/or partnerships (defined as a corporation and/or partnership that is, directly or indirectly, under common control with UPS or any of its parents), divisions, assigns, predecessors, successors, insurers, consultants, joint venturers, joint employers, employee benefit plans and fiduciaries thereof, and affiliated organizations (meaning companies that are less than 50% owned by AlliedBarton or its successor Allied Universal).

6. How is my estimated payment determined?

The Net Settlement Amount will be allocated to each Participating Class Member as follows: each Class Member’s Preliminary Individual Settlement Amount will be based on the percentage of total workweeks within the Class Period actually worked by the Class Member multiplied by the amount of the Net Settlement Amount. See the Chart on page 2 for your specific estimated settlement amount.

7. Is the settlement fair?

Class Counsel is experienced in class action litigation and has a duty to represent the interests of all Class Members. Based on analyzing the law concerning the claims, analyzing records, making factual investigations, considering risks involved in further litigation, ensuring that the Class receives payment without having to wait for years of protracted litigation with no certainty of success, and using a professional third party mediator to assist in reaching a fair settlement of this lawsuit, Class Counsel believes the Settlement is fair, adequate and reasonable.

You are receiving the Notice of this Settlement because the Court has reviewed the Settlement and has preliminarily determined the Settlement can go forward.

7

8. Can AlliedBarton or its successor Allied Universal retaliate against me?

No. AlliedBarton represents that neither it nor its successor, Allied Universal, will not retaliate against any employee as a result of his or her participation in the Settlement. Moreover, it is unlawful for AlliedBarton or Allied Universal to retaliate against anyone who participates in the Settlement. If you or anyone else is being retaliated against, immediately report this to Class Counsel by calling or emailing Alisa A. Martin at (619) 308-6880, [email protected].

YOUR RIGHTS AND OPTIONS

You have to decide whether to be included in the Settlement or excluded from the Settlement and you have to decide this NOW.

9. How do I receive money from the settlement?

If you wish to remain a Participating Class Member and obtain any share of the Settlement, then you must submit a timely and valid Claim Form as described in this notice.

How do I submit my Claim Form by mail?

To receive your portion of the Settlement, you must sign and date the enclosed “Claim Form” and mail it using the appropriate amount of postage to the address listed on the “Claim Form.” The Claim Form must be delivered to the U.S. Postal Service so that it can be postmarked on or before _________________ [to be filled in by KCC based on actual mailing date of Notice]. If you do not sign and return the Claim Form so that it is postmarked by ___________________, and you do not exclude yourself from the lawsuit, you will not receive any payment from the Settlement and you will have released your rights to bring an action against AlliedBarton for the claims that are released in this lawsuit.

What are the alternatives to mailing my Claim Form?

As an alternative to mailing the Claim Form, you may deliver it by any other means to the Settlement Administrator, including by completing and submitting a Claim Form electronically at www.______, or faxing a completed form at ______, or by emailing a completed form to________ so long as it is received by the Settlement Administrator on or before ______________KCC_____. The address of the Settlement Administrator is set forth below.

It is very important that you return the Claim Form if you want to receive payment from this Settlement.

mailto:[email protected]

http://www.______/

8

10. What happens if I do nothing at all?

If you do nothing and the Court orders final approval of the Settlement, you will not receive any money, and you will also give up your rights to pursue the claims that are released by the Settlement.

11. How do I exclude myself from the settlement?

You have a right to exclude yourself from the Class. You may do so by completing the attached Request for Exclusion Form and returning to the Settlement Administrator by _________________ by mail, email or fax [45 days after notice, to be filled in by KCC based on actual mailing date of Notice].

KCC [ADDRESS] [fax] [email]

If you timely submit a complete form, you may not object to the Settlement. You will not be bound by a judgment in this case and you will have the right to file your own lawsuit.

Do not submit both a Claim Form and Request for Exclusion Form. If the Settlement Administrator receives both forms from you, the Settlement Administrator will assume that you want to receive money from the Settlement and will disregard the Request for Exclusion Form.

12. May I object to the settlement?

As long as you do not exclude yourself by submitting a completed Request for Exclusion Form, you may object to the Settlement. No Class Member will be heard or entitled to object to the Settlement, and no briefs or papers submitted by any such person will be considered by the Court, unless a written objection, together with copies of all supporting papers and briefs, shall have been mailed to KCC with a postmark no later than _________________ [45 days - to be filled in by KCC based on actual mailing date of Notice]. All objections must be signed and must contain the Class Member’s name and address, the address of counsel, if any, and the name of the case and the case number of this lawsuit. Any objections should clearly explain why the Class Member objects to the Settlement and state whether the Class Member (or someone on his or her behalf) intends to appear at the Final Approval Hearing. If a Class Member submits a timely and complete objection, the Class Member may appear personally or through an attorney, at his or her own expense, at the Final Approval Hearing to present his or her objection directly to the Court. If a Class Member objects to the Settlement, he or she will remain a member of the Class, and, if the Court grants final approval of the Settlement and confirms the Order, he or she will be bound by the Settlement in the same way and to the same extent as a Class Member who does not object.

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Any Class Member who does not make and serve his or her written objections or written notice of intention to appear in the manner provided above, will be deemed to have waived his or her objections and will be foreclosed from making any objections in the future by appeal or otherwise. Any Class Member who is satisfied with the Settlement need not appear at the Final Settlement Hearing.

THE LAWYERS REPRESENTING YOU

13. Do I have a lawyer in this case?

The Court has approved the law firms of Patterson Law Group, APC, and AMartin Law, PC, to represent you and other Class Members in this class action. These lawyers are called Class Counsel. You 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.

CLASS COUNSEL

James R. Patterson PATTERSON LAW GROUP, APC 1350 Columbia Street, Suite 603 San Diego, CA 92101 Tel: (619) 756-6990 [email protected]

Alisa A. Martin AMARTIN LAW, PC 600 West Broadway, Suite 700 San Diego, CA 92101 Tel: (619) 308-6880 [email protected]

14. How will the lawyers be paid?

Class Counsel will ask the Court to approve a payment of Attorneys’ Fees and Cost Award of up to 35% of the Gross Settlement Amount. These attorney’s fees will pay Class Counsel for bringing the lawsuit on your behalf, investigating the facts, litigating the case, negotiating the Settlement, and incurring costs. AlliedBarton does not to oppose these attorney’s fees or costs. The Court may award less than the requested amount.

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FINAL APPROVAL OF THE SETTLEMENT

The Court will hold a Final Approval Hearing on _____________________ at ____a.m. at 330 West Broadway, San Diego, CA 92101, Department 66. You may attend and you may ask to speak, but you don’t have to.

15. What is the effect of Final Approval of the Settlement?

If the Court grants final approval of the Settlement and the Superior Court affirms such Order, all Class Members (who do not exclude themselves) will be bound by the terms of the Settlement, including the release set forth above. Class Members who timely and validly submit their Claim Form will receive their portion of the Net Settlement Amount under the terms of the Settlement. Failure to timely submit a valid Claim Form will preclude you from receiving any money from this Settlement.

GETTING MORE INFORMATION

16. How do I get more information?

You may contact Class Counsel at the addresses listed above without having to pay for any attorneys’ fees. You also have the right to speak with an attorney of your choosing at your own expense. Please do not contact AlliedBarton’s Counsel or the Court.

EXHIBIT 2

CLAIM FORM

(For Dynabursky Opt Outs)

1

CLAIM FORM

David Janata v. AlliedBarton Security Services, LLC Superior Court Of California

San Diego County-North County Division Case No. 37-2013-00030693-CU-OE-CTL

Name/Address Changes, if any: <<Claim Number>> _______________________________________ <<Name>> _______________________________________ <<Address>> _______________________________________ <<City>>, <<State>> <<Zip Code>> _______________________________________

YOU MUST COMPLETE THIS FORM IF YOU WANT TO RECEIVE UNDER THE SETTLEMENT YOUR INDIVIDUAL SETTLEMENT SHARE, WHICH IS PROVIDED ON PAGE 2 OF THE NOTICE.

THIS FORM MUST BE SUBMITTED NO LATER THAN XXX, 2018 BY ONE OF THE FOLLOWING METHODS:

MAILED TO _________________.(MUST BE POSTMARKED BY -----------) EMAILED TO _________________ FAXED TO _______________. SUBMITTED ONLINE AT _________________________.

INSTRUCTIONS

Please review paragraphs below and complete.

CLAIM INFORMATION

1. AlliedBarton’s records show that you worked weeks at AlliedBarton between January 17,

EMAIL, FAX OR MAIL TO:

Claims Administrator c/o XXXXXXXXX P.O. Box ____

1 (XXX) XXX-XXXXX [email protected]

SUBMIT ONLINE AT:

XXXXX.com

2

2009 to December 31, 2016.

2. If you disagree with the numbers of work weeks you worked at AlliedBarton that is indicated above, please fill

in the correct number: .

3. If you have any documents showing the correct number of that you worked at AlliedBarton, please submit

those documents with this Claim Form.

RELEASE

4. To receive money under the Settlement, you must agree to the following release:

I will release any and all Claims, wage and hour claims, rights, demands, liabilities and causes of

action of any nature or description arising during the Class Period through the date this Settlement is

preliminarily approved by the Court, and arising from the facts and claims asserted in the Second

Amended Complaint in this Action and/or any claims that could have been asserted based on the

facts ascertained or alleged in the Action against Defendant, including without limitation, claims for

statutory, constitutional, contractual or common law claims for wages, meal and rest period

premiums, damages, unpaid costs, penalties, liquidated damages, interest, attorneys’ fees, litigation

costs, restitution, equitable relief or other relief under Business & Professions Code § 17200, et seq.,

based on the following categories: (a) any and all claims involving any alleged failure to pay the

minimum wages required by state or federal law; (b) any and all claims arising under state or federal

law involving any alleged failure to pay employees for all hours worked, including but not limited to

any claim for minimum, straight time, overtime, or double-time wages; (c) any and all claims arising

under state or federal law involving any alleged failure to pay overtime wages, including but not

limited to any claim involving “off the clock” work, any claim involving the Companies’ workday or

workweek or rounding, and any claim involving failure to include compensation of any kind in the

“regular rate” of pay, excluding anything associated with unreimbursed business expenses; (d) any

and all claims arising under state or federal law involving any alleged failure to properly provide meal

periods and/or authorize and permit rest periods, to pay premiums for missed, late, short or

interrupted meal and/or rest periods, or to pay such premiums at the regular rate of compensation

required by Labor Code § 226.7; (e) any and all claims involving any alleged failure to keep accurate

records or to issue proper wage statements to employees; (f) any and all claims involving any alleged

failure to timely pay wages, including but not limited to any claim that the Companies violated Labor

Code §§ 201 or 202, and any claim for waiting time penalties under Labor Code § 203; (g) any and all

claims for unfair business practices in violation of Business and Professions Code sections 17200, et

seq.; and (h) any and all penalties pursuant to the Private Attorneys General Act (“PAGA”). The

Released Claims include all such claims arising under the California Labor Code (including, but not

limited to, sections 201, 201.3, 202, 203, 204, 210, 216, 218.5, 218.6, 221, 222.5, 225.5, 226, 226.3,

226.7, 256, 510, 511, 512, 514, 558, 1174, 1174.5, 1175, 1182.12, 1194, 1194.2, 1197, 1197.1, 1197.2,

1198, 1198.5, 1199, 2698, and 2699 et seq.); the Wage Orders of the California Industrial Welfare

Commission; Cal. Code Regs §11040; California Business and Professions Code section 17200 et seq.;

California Civil Code §§3336 and 3294; the California common law of contract; the Fair Labor

Standards Act, 29 U.S.C. § 201 et seq.; and federal common law. Participating Class Members who

3

submit an executed Claim Form expressly waive and release any Fair Labor Standards Act (“FLSA”)

claims, whether known or unknown, arising during the Class Period and reasonably related to the

claims and allegations in the Action. This release excludes the release of claims not permitted by law.

5. By submitting this Claim Form, I expressly waive and release any Fair Labor Standards Act claims, whether

known or unknown, arising during the period for which I am being compensated and reasonably related to

the claims and allegations in the action.

DECLARATION

6. Read the following declarative statement and sign below.

I declare under penalty of perjury under the laws of the State of California and the United States that any

information I provided on or with this Form is true and correct, that I read and understand the Notice that

was mailed with this Claim Form, and that I agree to the Release in paragraph 4 in exchange for my

settlement share.

Dated: Signature:

IF YOU ARE SUBMITTING THIS FORM TO RECEIVE MONEY FROM THE SETTLEMENT,

DO NOT SUBMIT A REQUEST OF EXCLUSION FORM AS WELL

EXHIBIT 3

CLAIM FORM

(For Dynabursky Participants)

1

CLAIM FORM




YOU MUST COMPLETE THIS FORM IF YOU WANT TO RECEIVE UNDER THE SETTLEMENT YOUR INDIVIDUAL SETTLEMENT SHARE, WHICH IS PROVIDED ON PAGE 2 OF THE NOTICE.

THIS FORM MUST BE SUBMITTED NO LATER THAN XXX, 2018 BY ONE OF THE FOLLOWING METHODS:

MAILED TO _________________(MUST BE POSTMARKED BY -----------)

EMAILED TO _________________.

FAXED TO _______________.

SUBMITTED ONLINE AT _________________________.

INSTRUCTIONS

Please review paragraphs below and complete.

EMAIL, FAX OR MAIL TO:

Claims Administrator c/o XXXXXXXXX P.O. Box ____

1 (XXX) XXX-XXXXX [email protected]

SUBMIT ONLINE AT:

XXXXX.com

2

CLAIM INFORMATION

1. AlliedBarton’s records show that you worked weeks at AlliedBarton between January 9,

2015 to December 31, 2016.

2. If you disagree with the numbers of work weeks you worked at AlliedBarton that is indicated above, please fill

in the correct number: .

3. If you have any documents showing the correct number of that you worked at AlliedBarton, please submit

those documents with this Claim Form.

RELEASE

4. To receive money under the Settlement, you must agree to the following release:

I will release any and all Claims, wage and hour claims, rights, demands, liabilities and causes of

action of any nature or description arising during the Class Period through the date this Settlement is

preliminarily approved by the Court, and arising from the facts and claims asserted in the Second

Amended Complaint in this Action and/or any claims that could have been asserted based on the

facts ascertained or alleged in the Action against Defendant, including without limitation, claims for

statutory, constitutional, contractual or common law claims for wages, meal and rest period

premiums, damages, unpaid costs, penalties, liquidated damages, interest, attorneys’ fees, litigation

costs, restitution, equitable relief or other relief under Business & Professions Code § 17200, et seq.,

based on the following categories: (a) any and all claims involving any alleged failure to pay the

minimum wages required by state or federal law; (b) any and all claims arising under state or federal

law involving any alleged failure to pay employees for all hours worked, including but not limited to

any claim for minimum, straight time, overtime, or double-time wages; (c) any and all claims arising

under state or federal law involving any alleged failure to pay overtime wages, including but not

limited to any claim involving “off the clock” work, any claim involving the Companies’ workday or

workweek or rounding, and any claim involving failure to include compensation of any kind in the

“regular rate” of pay, excluding anything associated with unreimbursed business expenses; (d) any

and all claims arising under state or federal law involving any alleged failure to properly provide meal

periods and/or authorize and permit rest periods, to pay premiums for missed, late, short or

interrupted meal and/or rest periods, or to pay such premiums at the regular rate of compensation

required by Labor Code § 226.7; (e) any and all claims involving any alleged failure to keep accurate

records or to issue proper wage statements to employees; (f) any and all claims involving any alleged

failure to timely pay wages, including but not limited to any claim that the Companies violated Labor

Code §§ 201 or 202, and any claim for waiting time penalties under Labor Code § 203; (g) any and all

claims for unfair business practices in violation of Business and Professions Code sections 17200, et

seq.; and (h) any and all penalties pursuant to the Private Attorneys General Act (“PAGA”). The

Released Claims include all such claims arising under the California Labor Code (including, but not

limited to, sections 201, 201.3, 202, 203, 204, 210, 216, 218.5, 218.6, 221, 222.5, 225.5, 226, 226.3,

226.7, 256, 510, 511, 512, 514, 558, 1174, 1174.5, 1175, 1182.12, 1194, 1194.2, 1197, 1197.1, 1197.2,

1198, 1198.5, 1199, 2698, and 2699 et seq.); the Wage Orders of the California Industrial Welfare

3

Commission; Cal. Code Regs §11040; California Business and Professions Code section 17200 et seq.;

California Civil Code §§3336 and 3294; the California common law of contract; the Fair Labor

Standards Act, 29 U.S.C. § 201 et seq.; and federal common law. Participating Class Members who

submit an executed Claim Form expressly waive and release any Fair Labor Standards Act (“FLSA”)

claims, whether known or unknown, arising during the Class Period and reasonably related to the

claims and allegations in the Action. This release excludes the release of claims not permitted by law.

5. By submitting this Claim Form, I expressly waive and release any Fair Labor Standards Act claims, whether

known or unknown, arising during the period for which I am being compensated and reasonably related to

the claims and allegations in the action.

DECLARATION

6. Read the following declarative statement and sign below.

I declare under penalty of perjury under the laws of the State of California and the United States that any

information I provided on or with this Form is true and correct, that I read and understand the Notice that

was mailed with this Claim Form, and that I agree to the Release in paragraph 4 in exchange for my

settlement share.

Dated: Signature:

IF YOU ARE SUBMITTING THIS FORM TO RECEIVE MONEY FROM THE SETTLEMENT,

DO NOT SUBMIT A REQUEST OF EXCLUSION FORM AS WELL

EXHIBIT 4

REQUEST FOR EXCLUSION FORM

1

REQUEST FOR EXCLUSION FORM




YOU MUST COMPLETE THIS FORM IF YOU WANT TO BE EXCLUDED FROM THE SETTLEMENT. THIS FORM MUST BE POSTMARKED, EMAILED OR FAXED NO LATER THAN XXX, 2018.

REVIEW STATEMENT AND SIGN.

IT IS MY DECISION NOT TO RECEIVE ANY MONEY FROM THE SETTLEMENT. I confirm that I received notice of the proposed settlement. I reviewed the notice. I have decided to exclude myself from the settlement. And I have decided not to receive my portion of the settlement award or be subject to the terms of the settlement

Dated:_____________________ Signature:_______________________________

Print Name:_____________________________

Telephone Number: (____)_____________

EMAIL OR MAIL TO:

Claims Administrator c/o XXXXXXXXX P.O. Box ____ XXXXXXXXXXX

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